8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported ) March 31, 2008

FairPoint Communications, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32408	13-3725229
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

521 East Morehead Street, Suite 250, Charlotte, North Carolina	28202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (704) 344-8150

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 — Entry into a Material Definitive Agreement.
	Item 1.02 Termination of a Material Definitive Agreement
	Item 2.01 Completion of Acquisition or Disposition of Assets
	Item 8.01 Other Events
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-2.1: AMENDMENT NO. 5 TO THE DISTRIBUTION AGREEMENT
EX-2.2: AMENDMENT NO. 1 TO THE TRANSITION SERVICES AGREEMENT
EX-2.3: PUBLISHING AGREEMENT
EX-2.4: BRANDING AGREEMENT
EX-2.5: NON-COMPETITION AGREEMENT
EX-2.6: LISTING LICENSE AGREEMENT
EX-2.7: INTELLECTUAL PROPERTY AGREEMENT
EX-2.8: TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT
EX-4.1: INDENTURE
EX-4.2: FIRST SUPPLEMENTAL INDENTURE
EX-4.3: REGISTRATION RIGHTS AGREEMENT
EX-10.1: AMENDED STIPULATION
EX-10.3: LETTER AGREEMENT
EX-10.4: CREDIT AGREEMENT
EX-10.5: SUBSIDIARY GUARANTY
EX-10.6: PLEDGE AGREEMENT
EX-10.7: DEPOSIT AGREEMENT
EX-23.1: CONSENT OF ERNST & YOUNG LLP
EX-99.4: AUDITED COMBINED FINANCIAL STATEMENTS
EX-99.5: UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
EX-99.6: PRESS RELEASE

Item 1.01 — Entry into a Material Definitive Agreement.

Maine Regulatory Approval

As previously disclosed, on December 12, 2007, FairPoint Communications, Inc. (the “Company”) filed a joint settlement stipulation (the “MPUC Stipulation”) with the Maine Public Utilities Commission (the “MPUC”) relating to the Company’s proposed acquisition of the local exchange business and related landline activities of Verizon Communications Inc. (“Verizon”) in Maine, New Hampshire and Vermont through a merger of Northern New England Spinco Inc. (“Spinco”), a subsidiary of Verizon, with and into the Company (the “Merger”). Several parties in addition to the Company are party to the MPUC Stipulation, including Verizon New England Inc. (“Verizon New England”), the Advocacy Staff (the “Advocacy Staff”) of the MPUC, the Office of the Public Advocate in Maine (the “OPA”), Cornerstone Communications, LLC, Biddeford Internet Corp. d/b/a Great Works Internet and Oxford Networks.

The MPUC Stipulation provides for, among other things: (i) a 35% reduction in the Company’s anticipated annual dividend rate following the Merger until such time as the Company satisfies certain financial conditions set forth in the MPUC Stipulation; (ii) restrictions on the Company’s ability to pay dividends after the second full fiscal quarter following the closing of the Merger based on the Company satisfying specified financial ratio tests set forth in the MPUC Stipulation; (iii) the Company making average annual capital expenditures in Maine of $48 million, $48 million and $47 million, respectively, in the first three years following the consummation of the Merger (including $17.55 million to be spent in the first two years following the closing of the Merger and an additional $40 million to be spent in the first five years following the closing of the Merger, in each case, to expand the availability of broadband services in Maine to 90%); and (iv) the Company paying annually the greater of $45 million or 90% of Free Cash Flow (defined in the MPUC Stipulation as the cash flow remaining after all operating expenses, interest payments, tax payments, capital expenditures, dividends and other routine cash expenditures have occurred) to reduce the principal amount of the term loan which the Company expects to obtain in connection with the Merger. In addition, the MPUC Stipulation also required Verizon New England to provide at or before the closing of the Merger a contribution to Spinco that would increase Spinco’s working capital in the amount of $235.5 million in addition to the amount specified for working capital in the Distribution Agreement, dated as of January 15, 2007, by and among Verizon and Spinco, as amended by Amendment No. 1 to Distribution Agreement, dated as of March 30, 2007, Amendment No. 2 to Distribution Agreement, dated as of June 28, 2007, Amendment No. 3 to Distribution Agreement, dated as of July 3, 2007, and Amendment No. 4 to Distribution Agreement, dated as of February 25, 2008, in each case, by and among Verizon and Spinco (the “Distribution Agreement”), as in effect as of the date of the MPUC Stipulation. The MPUC Stipulation was filed as an exhibit to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on December 13, 2007.

On December 21, 2007, the Company, Verizon New England, the Advocacy Staff, the OPA and certain other parties filed an Amended Stipulation (the “Amended MPUC Stipulation”) with the MPUC. The Amended MPUC Stipulation restated all of the terms and conditions set forth in the MPUC Stipulation, subject to a limited number of amendments thereto, including, among other things, modification of certain terms of the Service Quality Index to be adopted by the Company, clarification regarding the deferral for MPUC decision of certain issues regarding wholesale

-2-

matters, and reservation of MPUC authority to approve certain future reorganizations. The Company’s obligations under the Amended MPUC Stipulation became effective upon the consummation of the Merger on March 31, 2008. The foregoing summary of the Amended MPUC Stipulation is qualified in its entirety by reference to the full text of the Amended MPUC Stipulation which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The MPUC issued an order on February 1, 2008 (the “MPUC Order”) approving the Merger, subject to certain conditions. The MPUC Order reflects, in all material respects, the terms and conditions set forth in the Amended MPUC Stipulation, and certain amendments thereto which the Company and Verizon accepted during the MPUC’s hearing and deliberations on the Amended MPUC Stipulation, plus additional terms and conditions related to issues not settled by the Amended MPUC Stipulation and deferred for decision by the MPUC. The foregoing summary of the MPUC Order is qualified in its entirety by reference to the full text of the MPUC Order which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On March 20, 2008 and March 28, 2008, the MPUC held hearings to review recent updates to certain financial and transaction documents relating to the Merger, and to determine if any further action should be taken. On March 24, 2008 and March 28, 2008, the MPUC voted to take no further action, and a written order to this effect was issued on March 28, 2008.

New Hampshire Regulatory Approval

As previously disclosed, on January 23, 2008, the Company, Verizon New England, certain affiliates of Verizon New England and the staff of the New Hampshire Public Utilities Company (the “NHPUC Staff”) entered into a joint settlement stipulation (the “NHPUC Stipulation”) with the New Hampshire Public Utilities Company (the “NHPUC”) relating to the Merger. The NHPUC Stipulation became effective upon the consummation of the Merger on March 31, 2008.

The NHPUC Stipulation provides for, among other things: (i) the Company making minimum capital expenditures in New Hampshire of $52 million in each of the first three years following the consummation of the Merger and $49 million in each of the fourth and fifth years following the consummation of the Merger ($56.4 million of which is to be spent within the first five years following the consummation of the Merger to expand broadband availability in New Hampshire to 75% of the Company’s access lines within 18 months of the consummation of the Merger, 85% within two years of the consummation of the Merger and 95% within five years of the consummation of the Merger); (ii) a 35% reduction in the Company’s anticipated annual dividend rate following the Merger until such time as the Company satisfies certain financial conditions set forth in the NHPUC Stipulation; (iii) restrictions on the Company’s ability to pay dividends after the second full fiscal quarter following the closing of the Merger if the Company does not satisfy specified financial ratio tests set forth in the NHPUC Stipulation; (iv) the Company paying annually the greater of $45 million or 90% of Free Cash Flow (defined in the NHPUC Stipulation as revenue less all cash operating expenses (including, without limitation, interest payments and tax payments and cash contributions to retirement or pension benefit plans, capital expenditures, dividends and other routine cash expenditures) to reduce the principal amount of the term loan which the Company obtained in connection with the Merger; and (v) the appointment of an independent third party monitor for the transition services cutover process for the conversion from Verizon’s systems to the Company’s systems. In addition, the NHPUC Stipulation requires Verizon New England to (a) contribute an additional $25 million to

-3-

Spinco immediately prior to the consummation of the Merger and an additional $25 million to the Company on the second anniversary of the consummation of the Merger to fund capital and operating expenditures and other broadband expansion in New Hampshire in excess of the minimum expenditures necessary to meet the requirements set forth above (or the net present value of such amount on the closing date of the Merger) and (b) provide at the closing of the Merger a contribution to Spinco that would increase Spinco’s working capital in the amount of $235.5 million in addition to the amount specified for working capital in the Distribution Agreement as in effect as of the date of the NHPUC Stipulation. The foregoing summary of the NHPUC Stipulation is qualified in its entirety by reference to the full text of the NHPUC Stipulation which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

The NHPUC issued an order on February 25, 2008 (the “NHPUC Order”) approving the Merger, subject to certain conditions. The NHPUC Order incorporates substantially all of the terms and conditions set forth in the NHPUC Stipulation, but deletes the requirement that Verizon provide a mechanism to defer certain fees for transition services and substitutes a requirement for Verizon to make cash payments to the Company in the event that access line losses during the first two years after the closing of the Merger exceed specified levels. The NHPUC Order also imposes additional terms and conditions that were not included in the NHPUC Stipulation, including the requirement that Verizon must pay to the Company $15 million in each of the first two years following the consummation of the Merger if, in either such year, the Company’s access line losses in New Hampshire are greater than 10% (the “Contingent Line Loss Obligation”). The NHPUC Order further (i) directs the Company to establish a trust fund for the advance funding of a portion of non-pension obligations to retirees, (ii) requires NHPUC approval for the Company to reduce or eliminate the workforce at two New Hampshire locations and (iii) provides for Verizon New England (rather than Northern New England Telephone Operations LLC, a subsidiary of the Company) to be responsible for certain refund obligations imposed by the NHPUC in an unrelated access charge case. The foregoing summary of the NHPUC Order is qualified in its entirety by reference to the full text of the NHPUC Order which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

On March 30, 2008, Verizon entered into a letter agreement (the “NHPUC Letter Agreement”) with the NHPUC Staff in which Verizon made a supplemental undertaking with regard to its compliance with the Contingent Line Loss Obligation. Pursuant to the NHPUC Letter Agreement, Verizon and its subsidiaries (other than Cellco Partnership doing business as Verizon Wireless) (collectively, the “Verizon Group”) are required to contribute to the Company (i) $15 million on the first anniversary of the closing of the Merger, regardless of the rate of the Company’s access line loss in the preceding twelve months, and (ii) $15 million on the second anniversary of the closing of the Merger if (a) the Company’s access line losses in New Hampshire for the preceding twelve months are greater than 7.5% or (b) the Company’s Interest Coverage Ratio (as defined in the NHPUC Order) for the four fiscal quarters ending March 31, 2008 is below 2.5x. The foregoing summary of the NHPUC Letter Agreement is qualified in its entirety by reference to the full text of the NHPUC Letter Agreement which is filed as Exhibit 10.3 hereto and is incorporated herein by reference.

In addition, on March 30, 2008, the NHPUC conducted a hearing to determine whether the interest rate level on the Company’s 13-1/8% Senior Notes due 2018 (the “Notes”) constituted a change requiring amendment of the NHPUC Order. Following the hearing, the NHPUC determined to take no such action.

-4-

Vermont Regulatory Approval

As previously disclosed, the Vermont Public Service Board (“VPSB”) issued an order on February 15, 2008 (the “VPSB Order”) approving the Merger, subject to certain conditions. The VPSB Order reflects various terms and conditions set forth in the stipulation (the “Vermont Stipulation”) filed with the VPSB on January 8, 2008 by the Company, Verizon New England and certain of its affiliates and the Vermont Department of Public Service (the “Department”) relating to the Merger, and additional terms and conditions, including certain conditions that the Company and Verizon proposed in subsequent filings with the VPSB. The Vermont Stipulation was included as an exhibit to the current report on Form 8-K filed by the Company with the SEC on January 8, 2008.

The VPSB Order provides for, among other things: (i) the Company making minimum annual capital expenditures in Vermont of $41 million and $40 million, respectively, in the first year and in each of the succeeding two years following the consummation of the Merger; (ii) a 35% reduction in the Company’s anticipated annual dividend rate following the Merger until such time as the Company satisfies certain financial conditions set forth in the VPSB Order; (iii) restrictions on the Company’s ability to pay dividends if following the third full fiscal quarter following the closing of the Merger the Company does not satisfy specified financial ratio tests set forth in the VPSB Order; (iv) the Company paying annually the greater of $45 million or 90% of Free Cash Flow (defined in the VPSB Order as the cash flow remaining after all operating expenses, interest payments, tax payments, capital expenditures, dividends and other routine cash expenditures have occurred) to reduce the principal amount of the term loan which the Company expects to obtain in connection with the Merger; (v) the Company’s adoption of a Performance Enhancement Plan to solidify its commitment to improve service quality and broadband availability in Vermont; (vi) a requirement that if on December 31, 2011, the Company’s ratio of total indebtedness to adjusted EBITDA is 3.6 or higher, the Company will reduce its debt by $150 million by December 31, 2012, and if its debt is not reduced by $150 million by December 31, 2012, then the Company will suspend the payment of dividends until the debt under its new credit facility is refinanced; and (vii) the appointment of an independent third party monitor for the transition services cutover process for the conversion from Verizon’s systems to the Company’s systems.

Also pursuant to the VPSB Order, the Company is required to remove double poles in Vermont, make service quality improvements and address certain broadband buildout commitments under the Performance Enhancement Plan in Vermont; and in the case of double pole removal and service quality improvements, using $6.7 million and $25 million, respectively, provided by Verizon. The VPSB Order also required Verizon New England to provide at or before the closing of the Merger a contribution to Spinco that would increase Spinco’s working capital in the amount of $235.5 million in addition to the amount specified for working capital in the Distribution Agreement as in effect as of the date of the VPSB Order, which amount is to be used by the Company to reduce the term loan borrowings to finance the Merger (either by incurring less indebtedness or by repaying the term loan borrowings not later than 30 days after the closing of the Merger).

In addition, the VPSB Order is conditioned upon the Company being subject to the terms and conditions of an amended alternative regulation plan adopted by the VPSB by order in 2006 for Verizon New England in Vermont (the “Amended Incentive Regulation Plan”). Among other

-5-

things, under the Amended Incentive Regulation Plan, the Company is committed to make broadband available to 75% of its access lines in Vermont by 2008 and 80% of its access lines in Vermont by 2010, with a milestone of 77% for 2009. The Amended Incentive Regulation Plan (as modified by the VPSB Order approving the Merger) provides pricing flexibility for all new services, and no price increases are permitted for existing services such as basic exchange service, message toll service and most vertical services. The VPSB Order also continues a service quality plan under the Amended Incentive Regulation Plan with a $10.5 million penalty cap.

As a part of the Vermont Stipulation, the Company has also has agreed to exceed the existing Amended Incentive Regulation Plan’s broadband buildout milestones and has agreed to a condition that requires the Company to reach 100% broadband availability in 50% of its exchanges in Vermont. This requirement has been adopted by the VPSB in the VPSB Order as a condition of approval and is in addition to the broadband expansion requirements contained in the existing Amended Incentive Regulation Plan. The Company has also agreed in the Vermont Stipulation to implement a performance enhancement plan, which has been adopted by the VPSB as a condition of the VPSB Order (in addition to the retail service quality plan required under the Amended Incentive Regulation Plan).

The foregoing summary of the VPSB Order is qualified in its entirety by reference to the full text of the VPSB Order which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.

On March 30, 2008, the VPSB convened a technical hearing to consider the effect of the increase in interest cost on the Notes from the cost included in prior filings in the docket. The VPSB ruled from the bench that it would not modify the VPSB Order, and that it would permit the transaction to proceed as scheduled on March 31, 2008.

Amendment to Distribution Agreement

On March 31, 2008, Verizon and Spinco entered into Amendment No. 5 to Distribution Agreement (the “Distribution Agreement Amendment”), which amends the Distribution Agreement that provides, among other things, that that Verizon will, pursuant to a series of restructuring transactions that will occur prior to the Merger, transfer or cause to be transferred by one or more of Verizon’s subsidiaries certain assets to Spinco and one or more of Spinco’s subsidiaries.

The purpose of the Distribution Agreement Amendment is to provide for certain amendments to the Distribution Agreement relating to the contribution of $235.5 million by Verizon to Spinco and Spinco’s use of such funds, which were necessitated by the MPUC Order, the NHPUC Order and the VPSB Order.

The foregoing description of the Distribution Agreement Amendment is qualified in its entirety by reference to the Distribution Agreement Amendment which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Amendment to Transition Services Agreement

On March 31, 2008, Verizon Information Technologies LLC (the “Supplier”), Northern New England Telephone Operations LLC (as successor to Northern New England Telephone

-6-

Operations Inc.), Enhanced Communications of Northern New England Inc. (collectively, the “Buyers”) and the Company entered into Amendment No. 1 to Transition Services Agreement (the “Transition Service Agreement Amendment”), which amends the Transition Services Agreement, dated as of January 15, 2007 (as amended, the “Transition Services Agreement”), by and among Supplier, the Buyers and the Company, which provides, among other things, that the Supplier and its affiliates will provide certain transition services to the Buyers exclusively for the benefit of the Company’s operation of specified assets primarily used in Verizon’s local exchange and related business in Maine, New Hampshire and Vermont.

The Transition Services Agreement Amendment provides for certain modifications to the services to be provided by the Supplier to the Buyers and the Company pursuant to the Transition Services Agreement.

The foregoing description of the Transition Services Agreement Amendment is qualified in its entirety by reference to the Transition Services Agreement Amendment which is filed as Exhibit 2.2 hereto and is incorporated herein by reference.

Supplemental Indenture

On March 31, 2008, the Company and U.S. Bank National Association (“U.S. Bank”) entered into a First Supplemental Indenture (the “Supplemental Indenture”), which supplements the Indenture (the “Indenture”), dated as of March 31, 2008, by and between Spinco and U.S. Bank. The Indenture between Spinco and U.S. Bank provided, among other things, for the issuance by Spinco of $551 million aggregate principal amount of Notes. The Supplemental Indenture provides, among other things, that the Company will become the sole obligor under the Notes.

The Notes bear interest at a rate of 13-1/8% per annum. Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing on October 1, 2008. The Notes will mature on April 1, 2018.

The Indenture contains covenants that limit the Company’s ability to, among other things, incur debt, pay dividends and make certain other payments, sell assets, incur certain liens securing indebtedness, engage in certain sale and leaseback transactions, engage in certain transactions with affiliates, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all the Company’s assets. The Notes and the Indenture also contain customary events of default, including, without limitation, failure to pay interest on the Notes within 30 days after becoming due and payable; failure to pay principal of, or premium, if any, on the Notes when due; and failure to comply with certain covenants contained in the Indenture for a period of 60 days after written notice from the trustee or the holders of 25% of the aggregate principal amount of Notes then outstanding. If an Event of Default (as defined in the Indenture) occurs and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes outstanding may declare the principal amount of all the Notes to be due and payable immediately.

So long as no Default (as defined in the Indenture) or Event of Default has occurred and is continuing, the Indenture permits the Company to pay dividends on its common stock as follows: (i) in an amount not to exceed $50 million in the aggregate for each of the first two quarterly dividend payments following the issue date of the Notes and (ii) (a) for the period

-7-

(taken as one accounting period) from the beginning of the first fiscal quarter for which internal financial statements are available, in an amount not to exceed the sum of (1) for each fiscal quarter in which the Company’s Consolidated Leverage Ratio is less than 5.0 to 1.0, the Company’s Consolidated Cash Flow (as defined in the Indenture) for such quarter less 1.6 times the Company’s Consolidated Interest Expense (as defined in the Indenture) for such quarter and (2) for each fiscal quarter in which the Company’s Consolidated Leverage Ratio is equal to or greater than 5.0 to 1.0, zero, plus (b) the aggregate net cash proceeds received by the Company since the issue date of the Notes as a contribution to its common equity capital or from the issue or sale of equity interests and (c) the proceeds received by the Company from certain of its investments.

The foregoing descriptions of the Indenture and the Supplemental Indenture are qualified in their entirety by reference to the Indenture and the Supplemental Indenture which are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Registration Rights Agreement

In connection with the entry into the Supplemental Indenture and the Company’s assumption of all obligations under the Notes, the Company entered into a Registration Rights Agreement, dated as of March 31, 2008 (the “Registration Rights Agreement”), with Banc of America Securities LLC, Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated with respect to the Notes.

Pursuant to the Registration Rights Agreement, if the restrictive legend has not been removed and the Notes are not freely tradable by the 366th day following the date the Notes were issued, the Company is required to use commercially reasonable efforts to (i) consummate an exchange offer for the Notes and, (ii) if required, have a shelf registration statement declared effective with respect to resales of the Notes. If the Company fails to satisfy its obligations under the Registration Rights Agreement, it will be required, under certain circumstances, to pay additional interest to holders of the Notes.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the Registration Rights Agreement which is attached hereto as Exhibit 4.3 and is incorporated herein by reference.

New Credit Agreement

On March 31, 2008, the Company entered into a senior secured credit facility with certain financial institutions and Lehman Commercial Paper Inc. (“Lehman”), as administrative agent (the “Credit Agreement”). Prior to the closing of the Merger, each of Spinco and the Company were borrowers under the Credit Agreement. Following the Merger, each of the Company’s direct subsidiaries other than Northern New England Telephone Operations LLC and Enhanced Communications of Northern New England Inc. guaranteed the Company’s obligations.

The Credit Agreement provides for up to $2.03 billion of aggregate financing consisting of:

• a senior secured six-year non-amortizing revolving credit facility in an aggregate principal amount of $200 million (the “Revolver”);

-8-

• a senior secured six-year term loan A facility in an aggregate principal amount of up to $500 million (the “Term Loan A”);

• a senior secured seven-year term loan B facility in an aggregate principal amount of $1,130 million (the “Term Loan B” and, together with the Term Loan A, the “Term Loan”); and

• a senior secured seven-year delayed draw term loan facility available to be drawn until the first anniversary of the closing date of the merger in an aggregate principal amount of up to $200 million (the “Delayed Draw Term Loan”).

The Revolver has a swingline sub-facility in the amount of $10 million and a letter of credit sub-facility in the amount of $30 million, which will allow issuances of standby letters of credit for the Company’s account.

The Term Loan B and the Delayed Draw Term Loan will mature in March 2015 and the Revolver and the Term Loan A will mature in March 2014. Each of the Term Loan A, the Term Loan B and the Delayed Draw Term Loan will be repayable in quarterly installments in the manner set forth in the Credit Agreement.

The Credit Agreement has several features similar to credit facilities of this nature, including, but not limited to:

Interest Rate and Fees. Interest rates for borrowings under the Credit Agreement will be, at the Company’s option, for the Revolver, the Term Loan and the Delayed Draw Term Loan at either (a) the Eurodollar rate plus an applicable margin or (b) the base rate plus an applicable margin. The applicable Eurodollar margin in the case of the (i) Revolver and the swingline loan will be 2.75%, through the date of delivery of financial statements for the first full fiscal quarter after the closing date of the Merger, and thereafter, the applicable Eurodollar margin for the Revolver and the swingline loan will be (a) 2.75% if the Company’s leverage ratio is greater than or equal to 3.0:1.0 and (b) 2.50% if the Company’s leverage ratio is less than 3.0:1.0, (ii) Term Loan A will be 2.50% and (iii) Term Loan B and the Delayed Draw Term Loan will be 2.75%. The Credit Agreement provides for payment to the lenders of a commitment fee on the average daily unused portion of the Revolver commitments equal to 0.375% per annum, payable quarterly in arrears and on the date upon which the commitment is terminated. The Credit Agreement also provides for payment to the lenders of a commitment fee at the per annum rate of 0.75% from the closing date of the Credit Agreement up through and including the six month anniversary thereof and, thereafter, at a rate per annum of 1.25% on the unused portion of the Delayed Draw Term Loan, payable quarterly in arrears on the last business day of each calendar quarter, and on the date upon which the Delayed Draw Term Loan is terminated, as well as other fees.

Mandatory Prepayments. The Credit Agreement requires the Company first to prepay outstanding Term Loan A borrowings in full, including, any applicable fees, interest and expenses and, to the extent that no Term Loan A borrowings remain outstanding, amounts will be applied to the prepayment of Term Loan B borrowings, including any applicable fees, interest and expenses, with, subject to certain conditions and exceptions, an amount equal to the greater of (i) $11,250,000 or (ii) 90% of annual excess cash flow (calculated after the payment of any

-9-

dividends on the Company’s common stock during a fiscal quarter) when the Company’s leverage ratio exceeds 3.50:1.00, 100% of the net cash proceeds it receives from any sale, transfer or other disposition of any assets subject to certain reinvestment rights, 100% of net casualty insurance proceeds subject to certain reinvestment rights and 100% of the net cash proceeds the Company receives from the issuance of debt obligations and preferred stock (subject to certain exceptions).

Voluntary Prepayments. Voluntary prepayments of borrowings under the Term Loan and the Delayed Draw Term Loan and optional reductions of the unutilized portion of the Revolver commitments are permitted upon payment of an applicable payment fee, which shall only be applicable to Term Loan B borrowings and borrowings under the Delayed Draw Term Loan which are converted to borrowings under the Term Loan B, in an amount equal to the sum of the amount of the borrowings under the Term Loan B being repaid multiplied by: (i) 2.00%, from and after the closing date of the Merger through and including the first anniversary thereof, (ii) 1.00%, after the first anniversary of the closing date of the Merger through and including the second anniversary thereof and (iii) 0.00%, at any time thereafter.

Covenants. Under the Credit Agreement, the Company is required to meet certain financial covenant tests, including a minimum cash interest coverage ratio of 2.50:1.00 and a maximum total leverage ratio not to exceed 5.50:1.00.

The Credit Agreement contains customary affirmative covenants. The Credit Agreement also contains negative covenants and restrictions, including, among others, with respect to redeeming and repurchasing the Company’s other indebtedness, loans and investments, additional indebtedness, liens, capital expenditures, changes in the nature of the Company’s business, mergers, acquisitions, asset sales and transactions with affiliates.

Payment of Dividends. Under the Credit Agreement, the Company may pay dividends so long as the payments do not exceed Cumulative Distributable Cash and the Company complies with certain other conditions set forth in the Credit Agreement; provided, however, that with respect to regular quarterly dividends payable for the fiscal quarter in which the closing date of the Merger occurs and in the first and second full fiscal quarters following such closing date, such dividends cannot exceed $50 million in the aggregate; provided, further, that the per share dividend amount payable by the Company (after taking into account any stock split or stock dividend) may not be increased except when the Company delivers three consecutive compliance certificates demonstrating a leverage ratio less than or equal to 3.50:1.00.

Set forth below is a summary of certain of the defined terms governing the payment of dividends and mandatory payments:

“Available Cash” means, for any reference period, an amount of cash equal to (I) the sum (which may be negative) of (without duplication) (i) $40,000,000 plus (ii) Adjusted Consolidated EBITDA for such reference period, minus (II) the product of 1.4 times Consolidated Interest Expense (as defined in the Credit Agreement) for such reference period, minus (III) the cash cost of any extraordinary losses and of any losses on sales of assets (other than in the ordinary course of business) during such reference period, in any such case to the extent included in determining Adjusted Consolidated EBITDA for such reference period, plus (IV) the cash amount of any extraordinary gains, and the cash amount realized on gains on sales of assets (other than in the

-10-

ordinary course of business), during such reference period, in any such case to the extent deducted in determining Adjusted Consolidated EBITDA for such reference period. The proceeds from any equity issuance will not be counted as “Available Cash.”

“Adjusted Consolidated EBITDA” means, for any period, Consolidated Net Income for such period adjusted by (a) adding thereto an amount equal to the sum, without duplication (but only to the extent deducted in determining Consolidated Net Income for such period), of: (i) provisions for taxes based on income, (ii) Consolidated Interest Expense, (iii) amortization and depreciation expenses (including any amortization or write-off related to the write-up of any assets as a result of purchase accounting and the write-off of deferred financing costs), (iv) losses on sales of assets (excluding sales in the ordinary course of business) and other extraordinary losses, (v) the non-cash portion of any retirement or pension plan expense incurred by the Company, (vi) all one-time cash costs and expenses paid with respect to advisory services, financing sources and other advisors retained prior to the closing date with respect to the transaction during such period, (vii) expenses incurred under the Transition Services Agreement during such period; provided that such expenses are paid on or prior to the date that is 15 months after the closing date of the Merger, (viii) any other non-cash charges (including non-cash costs arising from implementation of SFAS No. 106 and SFAS No. 109) accrued by the Company during such period (except to the extent any such charge will require a cash payment in a future period) and (ix) the acquisition adjustment for such period, and (b) subtracting therefrom an amount equal to the sum, without duplication but only to the extent included in determining Consolidated Net Income for such period, of: (i) gains on sales of assets (excluding sales in the ordinary course of business) and other extraordinary gains and (ii) all non-cash gains and non-cash income accrued by the Company during such period, as determined on a consolidated basis in accordance with GAAP. For purposes of determining the Leverage Ratio and Interest Coverage Ratio (as each is defined in the Credit Agreement), Adjusted Consolidated EBITDA will be determined on a pro forma basis. To the extent any net income (or loss) of any subsidiary is excluded from the calculation of Consolidated Net Income in accordance with the definition thereof, any add-backs to, or deductions from, Consolidated Net Income in determining Adjusted Consolidated EBITDA will be calculated consistent with the limitations and/or exclusions provided in the definition of Consolidated Net Income.

“Consolidated Net Income” means, for any period, the Company’s net income (or loss) on a consolidated basis for such period (taken as a single accounting period) determined in conformity with GAAP (after any deduction for minority interests), provided that there will be excluded from the calculation thereof (without duplication) (i) the income (or loss) of any person (other than our subsidiaries) in which any other person (other than us) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the Company by such person during such period, (ii) except for determinations expressly required to be made on a pro forma basis, the income (or loss) of any person accrued prior to the date it becomes a subsidiary of the Company or is merged into or consolidated with the Company or the Company acquires that person’s assets and (iii) the income of any of the Company’s subsidiaries to the extent that the declaration or payment of dividends or similar distributions by that subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that subsidiary.

-11-

“Cumulative Distributable Cash” means, as of any date of determination, an amount equal to the remainder of (i) Available Cash for the reference period most recently ended prior to such date less (ii) the aggregate amount of restricted payments paid by the Company in cash (and, prior to the application thereof to the payment of any dividends and without duplication, the aggregate amount of cash paid over to the paying agent by the Company for the payment of dividends on its common stock during such reference period (other than excluded dividend payments and certain restricted payments and the payment of dividends by any subsidiary of the Company to the Company) less (iii) the aggregate amount of investments made by the Company during such reference period in reliance on Section 7.06(l) of the Credit Agreement (determined at the time of the making of the investment and without regard to any write-downs or write-offs thereof and, in the case of any investment in the form of a contribution of a non-cash asset, taking the fair market value of the asset so contributed (as determined in good faith by the Company’s board of directors) plus (iv) the aggregate amount of all cash returns on investments previously made pursuant to Section 7.06(l) of the Credit Agreement (which cash return may be made by way of repayment of principal in the case of loans and cash equity returns (whether as a distribution, dividend or redemption) in the case of equity investments) and all non-cash returns in the form of an asset distribution on investments previously made pursuant to Section 7.06(l) of the Credit Agreement (taking the fair market value of such distributed asset (as determined in good faith by our board of directors)), in any such case as such aggregate amount has been then last certified by an authorized officer by delivery of an officer’s certificate to the administrative agent; provided that the aggregate amount of increases to “Cumulative Distributable Cash” resulting from the application of this clause (iv) will not exceed the value of the returned investments (in the case of a non-cash return on investment, taking the fair market value of the distributed asset (as determined in good faith by the Company’s board of directors)) and, in no event, will the amount of the increases made to “Cumulative Distributable Cash” in respect of any investment exceed the amount of the respective investment previously made pursuant to Section 7.06(1) of the Credit Agreement at the time of the making thereof (in the case of a non-cash investment, taking the fair market value of the investment (as determined in good faith by the Company’s board of directors)) less (v) the aggregate amount of excess capital expenditures made by the Company during such reference period. Neither a qualified equity contribution nor the proceeds from any other equity issuance will be counted as “Cumulative Distributable Cash.”

Events of Default. The Credit Agreement contains customary events of default, including, but not limited to, failure to pay principal, interest or other amounts when due (after a grace period to be agreed upon), breach of covenants or representations, cross-defaults to certain other indebtedness in excess of specified amounts, judgment defaults in excess of specified amounts, certain ERISA defaults, the failure of any guaranty or security document supporting the Credit Agreement and certain events of bankruptcy and insolvency.

The foregoing description of the Credit Agreement is qualified in its entirety by reference to the Credit Agreement which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.

Subsidiary Guaranty

Concurrently with the closing of the Credit Agreement, FairPoint Broadband, Inc., MJD Ventures, Inc., MJD Services Corp., S T Enterprises, Ltd., FairPoint Carrier Services, Inc., FairPoint Logistics, Inc. (collectively, the “Guarantors”), and Lehman, entered into the

-12-

Subsidiary Guaranty, dated as of March 31, 2008 (the “Subsidiary Guaranty”), as required under the terms of the Credit Agreement.

Under the terms of the Subsidiary Guaranty, all Guarantors agreed to jointly and severally guaranty all of the Company’s obligations under the Credit Agreement. All subsequently acquired entities that are wholly owned subsidiaries of the Company also will become Guarantors; provided, that no guaranty will be required if such entities are operating companies or subsidiaries of operating companies. In addition, no guarantee will be required in the event that the terms of the order of any regulatory agency would require the approval of any regulatory agency in connection with the granting of such guarantee.

The foregoing description of the Subsidiary Guaranty is qualified in its entirety by reference to the Subsidiary Guaranty which is filed as Exhibit 10.5 hereto and is incorporated herein by reference.

Pledge Agreement

Concurrently with the closing of the Merger (and immediately after the closing of the Merger in the case of Enhanced Communications of Northern New England, Inc.), the Company, MJD Ventures, Inc., MJD Services Corp., S T Enterprises, Ltd., FairPoint Carrier Services, Inc., FairPoint Broadband, Inc., FairPoint Logistics, Inc., Enhanced Communications of Northern New England, Inc., Utilities, Inc., C-R Communications, Inc., Comerco, Inc., GTC Communications, Inc., St. Joe Communications, Inc., Ravenswood Communications, Inc., Unite Communications Systems, Inc. (collectively, the “Pledgors”) and Lehman entered into the Pledge Agreement, dated as of March 31, 2008 (the “Pledge Agreement”), as required under the terms of the Credit Agreement.

Pursuant to the Pledge Agreement, the Pledgors have provided to Lehman, as collateral agent for the benefit of the lenders, a security interest in all collateral consisting of (subject to certain exceptions) 100% of the domestic equity interests and promissory notes owned by the Pledgors and all proceeds arising therefrom, including cash dividends and distributions, not otherwise prohibited to be pledged by applicable law, rule or regulation, and 100% of the nonvoting and 65% of the total outstanding voting equity interests of any of the Company’s foreign subsidiaries or any guarantor or such greater portion of such voting equity interests as will not have material adverse tax consequences (subject to qualifications and exceptions reasonably satisfactory to the collateral agent). The Company’s newly acquired or formed direct or indirect subsidiaries which own equity interests of any subsidiary that is an operating company will be required to provide the collateral described above to the extent that such entities are not otherwise prohibited by applicable law, rule or regulation.

The foregoing description of the Pledge Agreement is qualified in its entirety by reference to the Pledge Agreement which is filed as Exhibit 10.6 hereto and is incorporated herein by reference.

Deposit Agreement

Immediately after the closing of the Merger, Northern New England Telephone Operations LLC (“Northern New England”), Telephone Operating Company of Vermont LLC (“Vermont Telco”) and Lehman, as custodian, entered into a Deposit Agreement, dated as of March 31, 2008 (the “Deposit Agreement”), as required under the terms of the Credit Agreement.

-13-

Under the terms of the Deposit Agreement, Northern New England Telephone Operations LLC deposited with Lehman (as custodian) certificates representing 100% of the issued and outstanding membership interests of Telephone Operating Company of Vermont LLC (“Vermont Telco Interests”) owned by Northern New England Telephone Operations LLC to be held in trust by Lehman subject to and in accordance with the terms of the Deposit Agreement. The Deposit Agreement provides that Lehman will hold the Vermont Telco Interests in its possession until the earlier to occur of (i) the date upon which all of the obligations under the Credit Agreement have been paid in full and (ii) the date upon which Northern New England Telephone Operations LLC pledges the Vermont Telco Interests under the Pledge Agreement to the collateral agent for the benefit of the lenders under the Credit Agreement. The Deposit Agreement does not constitute a pledge of, or create a security interest in, the Vermont Telco Interests.

The foregoing description of the Deposit Agreement is qualified in its entirety by reference to the Deposit Agreement which is filed as Exhibit 10.7 hereto and is incorporated herein by reference.

The Publishing Agreement

As required by the terms of a Publishing Agreement, dated November 17, 2006, between Idearc Media Corp. (“Idearc Media”), Verizon and Verizon Services Corp., on March 31, 2008, the Company entered into a publishing agreement with Idearc Media (the “Publishing Agreement”).

Pursuant to the Publishing Agreement, the Company named Idearc Media its exclusive official print directory publisher of tangible print listings and classified advertisements for wireline telephone customers in the geographic areas in which Spinco is currently the incumbent local exchange carrier. Under the Publishing Agreement, Idearc Media has agreed to fulfill the Company’s legal and contractual obligations to publish and distribute white pages and yellow pages directories, and to include listing information, in each of the service areas in the historic Spinco territories, generally at no cost to the Company or its customers. At the Company’s option, Idearc Media will be obligated to fulfill these publishing obligations in any new areas in the historic Spinco territories in which the Company becomes the incumbent local exchange carrier in the future, unless Idearc Media determines in good faith that the costs associated with fulfilling those obligations would outweigh the benefits of obtaining the rights for these areas.

Unless otherwise terminated, the Publishing Agreement expires on November 17, 2036 but will be automatically renewed for additional five-year terms, unless either party provides written notice of termination at least 24 months prior to the end of the then current term. The Company may terminate the Publishing Agreement, in whole or in part, in the event of a material default by Idearc Media. Also, if the Company disposes of any of its access lines in the former Spinco territories, or if the Company ceases operations as a local exchange carrier in one of these service areas, the Publishing Agreement will terminate with respect to the applicable service area or portion thereof. If the Company has terminated the Publishing Agreement with respect to 20% or more of its subscribers in the service areas in the former Spinco territories, it may then terminate the Publishing Agreement in its entirety.

-14-

The foregoing description of the Publishing Agreement is qualified in its entirety by reference to the Publishing Agreement which is filed as Exhibit 2.3 hereto and is incorporated herein by reference.

The Branding Agreement

As required by the terms of a Publishing Agreement, dated as of November 17, 2006, between Idearc Media, Verizon and Verizon Services Corp., on March 31, 2008, the Company entered into a Branding Agreement with Idearc Media (the “Branding Agreement”).

Pursuant to the Branding Agreement, the Company granted to Idearc Media a limited right, for the term of the Branding Agreement and on an exclusive basis, to use certain marks of the Company in connection with publishing print directories in the wireline local exchange service areas in the former Spinco territories and identify itself as the official print directory publisher for these service areas.

Idearc Media may terminate the Branding Agreement at any time. The Company may terminate the Branding Agreement with respect to any of the service areas in the former Spinco territories if Idearc Media fails to correct a deficiency in its use of any of the Company’s marks after the Company has given notice of the deficiency. If Idearc Media or any of its subsidiaries directly or indirectly engages in the provision of telecommunication services or video services in any of the service areas in the former Spinco territories, the Company may terminate the Branding Agreement with respect to the affected service area. If, however, an owner or an affiliate of Idearc Media is a provider of telecommunication services outside of these service areas, the Company may not terminate the branding agreement, so long as Idearc Media’s owner or affiliate does not provide telecommunication services in connection with Idearc Media’s directory products in any of the service areas in the former Spinco territories. If the Company has terminated the branding agreement with respect to 20% or more of its subscribers in the service areas in the former Spinco territories, it may then terminate the Branding Agreement in its entirety. Unless otherwise terminated, the Branding Agreement will terminate upon, and to the same extent as, the Publishing Agreement.

The foregoing description of the Branding Agreement is qualified in its entirety by reference to the Branding Agreement which is filed as Exhibit 2.4 hereto and is incorporated herein by reference.

The Non-Competition Agreement

As required by the terms of a Non-Competition Agreement, dated as of November 17, 2006, among Idearc Media, Verizon and Verizon Services Corp., on March 31, 2008, the Company entered into a Non-Competition Agreement with Idearc Media (the “Non-Competition Agreement”).

Pursuant to the Non-Competition Agreement, the Company generally agrees not to, and to cause its affiliates not to, publish, market, sell or distribute tangible media directory products in the service areas in the former Spinco territories. Unless otherwise terminated, the Non-Competition Agreement will expire on November 17, 2036. Either party may terminate the Non-Competition agreement upon the termination of the Publishing Agreement and the Company may terminate

-15-

the Non-Competition Agreement with respect to any of the service areas in the former Spinco territories if the Publishing Agreement or Branding Agreement is terminated with respect to these service areas under certain circumstances.

The foregoing description of the Non-Competition Agreement is qualified in its entirety by reference to the Non-Competition Agreement which is filed as Exhibit 2.5 hereto and is incorporated herein by reference.

Listings License Agreement

On March 31, 2008, the Company entered into a Listing License Agreement with Idearc Media (the “Listing License Agreement”).

Pursuant to the Listings License Agreement, the Company granted to Idearc Media a nonexclusive license to use of the listed names, addresses and phone numbers of the Company’s subscribers in Maine, New Hampshire and Vermont and the subscribers of providers and resellers of intraLata local exchange services for the purposes of publishing and distributing directories. The Listings License Agreement may be terminated by either party upon a material breach that is not cured within 30 days of receipt of notice of such breach or upon the bankruptcy or dissolution of the other party. Unless otherwise terminated, the Listings License Agreement will terminate upon, and to the same extent as, the publishing agreement.

The foregoing description of the Listings License Agreement is qualified in its entirety by reference to the Listings License Agreement which is filed as Exhibit 2.6 hereto and is incorporated herein by reference.

The Intellectual Property Agreement

On March 31, 2008, the Company entered into an Intellectual Property Agreement with Verizon (the “Intellectual Property Agreement”). Pursuant to the Intellectual Property Agreement, the Company and its subsidiaries assigned to Verizon all (i) U.S. patents and patent applications, trademarks, service mark and domain names (together with any rights or licenses thereto, the “Statutory Intellectual Property”) and (ii) unpatented inventions, trade secrets, know how and other proprietary information, and all U.S. copyrights and works of authorship (together with any rights or licenses thereto, the “Non-Statutory Intellectual Property”), in each case to the extent owned by Spinco prior to the Merger.

Subject to any previously granted licenses, Verizon assigned to the Company all customer data and personnel information of Verizon or its affiliates relating to individuals who are employed by the Company after the Merger (the “Designated Spinco Intellectual Property”). The customer data subject to this license consists of all customer information obtained in connection with the Spinco business related to providing products and services to customers in Maine, New Hampshire and Vermont, including, among other things, customer addresses, accounts and transaction data, but excludes (i) any such information to the extent already in the custody of Verizon or any of its U.S. affiliates but not used for the Spinco business, (ii) information included in yellow or white pages listings or directories, (iii) information that Verizon or its affiliates are legally required to retain, (iv) publicly available information and (v) information that Verizon or its affiliates have received from third parties. Furthermore, the license to the

-16-

Designated Spinco Intellectual Property prohibits Verizon from using the customer data to offer goods and services in Maine, New Hampshire or Vermont to residential customers competitive with those offered by the Spinco business as of the date of the Merger. Notwithstanding this prohibition, Verizon is entitled to retain a copy of the Designated Spinco Intellectual Property to the extent required to comply with law.

After giving effect to the assignment by Verizon to the Company, the Company granted back to Verizon a royalty-free, fully paid-up, perpetual and non-exclusive license to use the Designated Spinco Intellectual Property in the provision of goods and services to third parties and in connection with practicing any methods related thereto. Verizon granted to the Company a non-exclusive, royalty free, fully paid up license to use the Non-Statutory Intellectual Property (excluding (i) non-technical, non-public information owned by Verizon and used in the Spinco business at the time of the Merger, (ii) Designated Spinco Intellectual Property and (iii) Verizon proprietary software) that is used in the Spinco business and by Verizon, or licensed to Verizon with rights to sublicense it to third parties without compensation (collectively, the “Licensed Non-Statutory Intellectual Property”). Verizon granted to the Company a non-exclusive, royalty free, fully paid up license to use the Statutory Intellectual Property (excluding those marks owned by Verizon, its affiliates or Spinco as of the closing of the Merger or licensed to them by a third party (the “Excluded Verizon Marks,” and Verizon proprietary software existing at the time of the Merger (collectively, the “Licensed Statutory Intellectual Property”). Subject to any previously granted licenses, Verizon granted to the Company undivided joint ownership of all nontechnical, non-public information included in the Non-Statutory Intellectual Property and used in the Spinco business at the time of the Merger, but excluding the customer data assigned to the Company by Verizon, with unrestricted rights available to both Verizon and the Company to use, reproduce, improve, transfer, and assign all non-technical, non-public information included in the Non-Statutory Intellectual Property and used in the Spinco business at the time of the Merger. Verizon represents that licenses to all non-technical, non-public information included in the Non-Statutory Intellectual Property and used in the Spinco business at the time of the Merger previously granted by Verizon do not materially affect Spinco’s or the Company’s ability to use such proprietary business information in connection with operating the Spinco business consistent with past practice. Verizon granted to the Company a right, for a period not to exceed 60 days following the closing, to use those Excluded Verizon Marks used in the Spinco business at the time of the Merger solely for conducting the Spinco business in Maine, New Hampshire and Vermont. The Company is required to replace, remove or cover over the licensed Excluded Verizon Marks affixed to the Company’s assets no later than 60 days following the Merger, provided that the Company has (i) 45 days from the closing to use existing inventory of Spinco business promotional materials, (ii) nine months to remove the licensed Excluded Verizon Marks from signs, buildings and motor vehicles and (iii) 12 months to remove the excluded Verizon marks from tools, equipment or written materials used solely for internal purposes. In addition, within 60 days following the Merger, the Company is required to cease use of the Excluded Verizon Marks used in the Spinco business in a non-trademark manner for purposes of conveying to customers or the general public that the name of business has changed. Finally, beginning on the date of the Merger and continuing thereafter, and immediately following discovery of any such uses, the Company must discontinue use of all items carrying the Excluded Verizon Marks not used in the Spinco business. The Company and its subsidiaries acknowledged Verizon’s exclusive proprietary rights in the Excluded Verizon Marks, agree not to assert any rights or claims in the Excluded Verizon Marks or any confusingly similar marks, or to contest Verizon’s ownership in, or the validity of, the Excluded Verizon marks.

-17-

In addition to the limited license to use the Excluded Verizon Marks, Verizon granted to the Company a right, for the duration of the Transition Services Agreement, to use in commerce, including with “FairPoint” as a prefix or a suffix, solely for conducting the Spinco business in Maine, New Hampshire and Vermont, those excluded marks that do not include, contain or comprise “VERIZON”, “VZ”, the Verizon “V Mark”, the VERIZON Logo, “NYNEX”, “BELL ATLANTIC”, or “FiOS”; and that portion of excluded marks which are composite marks including, containing or comprising any of the foregoing (e.g., if VERIZON FREEDOM is the composite mark, the license is only to FREEDOM).

The foregoing description of the Intellectual Property Agreement is qualified in its entirety by reference to the Intellectual Property Agreement which is filed as Exhibit 2.7 hereto and is incorporated herein by reference.

Transition Period Trademark License Agreement

On March 31, 2008, the Company entered into a Transition Period Trademark License Agreement with Verizon (the “Transition Period Trademark License Agreement”).

Pursuant to the Transition Period Trademark License Agreement, the Company granted to Verizon a nonexclusive license to use the “FairPoint” mark in commerce solely as part of a co-branded logo with the Verizon mark in connection with certain Internet services provided by Verizon as specified in Schedule D to the Transition Services Agreement. The Transition Period Trademark License Agreement will automatically terminate upon termination of the transition services agreement.

The foregoing description of the Transition Period Trademark License Agreement is qualified in its entirety by reference to the Transition Period Trademark License Agreement which is filed as Exhibit 2.8 hereto and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On March 31, 2008, the Company terminated the credit agreement, dated as of February 8, 2005, by and among the Company, various lending institutions, Bank of America, N.A., CoBank ACB, General Electric Capital Corporation and Deutsche Bank Trust Company Americas, as amended by First Amendment to Credit Agreement, dated as of March 11, 2005, Second Amendment and Consent to Credit Agreement, dated as of April 29, 2005, Third Amendment to Credit Agreement, dated as of September 14, 2005, Fourth Amendment and Waiver to Credit Agreement, dated as of January 25, 2007, and Fifth Amendment to Credit Agreement, dated as of February 25, 2008 (the “Existing Credit Agreement”). The credit facilities under the Existing Credit Agreement consisted of a revolving facility (the “Existing Revolver”) in a total principal amount of up to $100 million (of which $95 million was outstanding at March 31, 2008) and a term loan facility (the “Existing Term Loan” and, together with the Existing Revolver, the “Existing Credit Facility”) in a total principal amount of $589 million (with $589 million outstanding at March 31, 2008). The Existing Term Loan would have matured in February 2012 and the Existing Revolver would have matured in February 2011. The Existing Credit Facility contained customary affirmative covenants as well as negative covenants and restrictions, including, among others, with respect to redeeming and repurchasing our other indebtedness,

-18-

loans and investments, additional indebtedness, liens, capital expenditures, changes in the nature of our business, mergers, acquisitions, asset sales and transactions with affiliates.

The Company repaid all outstanding borrowings under the Existing Credit Facility on March 31, 2008 with borrowings under the Term Loan and the Delayed Draw Term Loan, together with cash on hand.

Item 2.01 Completion of Acquisition or Disposition of Assets

On March 31, 2008, the Company completed the Merger. The Merger was effectuated pursuant to an Agreement and Plan of Merger, dated as of January 15, 2007, by and among the Company, Verizon and Spinco, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007, Amendment No. 4 to Agreement and Plan of Merger, dated as of November 16, 2007, and Amendment No. 5 to Agreement and Plan of Merger, dated as of February 25, 2008, in each case, by and among the Company, Verizon and Spinco.

The Merger was consummated as follows: Spinco merged with and into the Company, with the Company continuing as the surviving corporation. Pursuant to the Distribution Agreement, prior to the Merger, (i) the Verizon Group effected the transfer of specified assets and liabilities of the local exchange business of Verizon New England in Maine, New Hampshire and Vermont and the customers of the Verizon Group’s related long distance and Internet service provider businesses in those states to Spinco and entities that became Spinco subsidiaries (the “Contribution”), (ii) in exchange for the Contribution, Spinco issued additional shares of Spinco common stock to the Verizon Group, made a special cash payment of $1,160 million to the Verizon Group and issued the Notes to the Verizon Group and (iii) Verizon distributed to a third-party distribution agent for the benefit of its stockholders all of the shares of Spinco common stock. Prior to the spin-off, the Verizon Group also contributed approximately $316 million in cash to Spinco. Verizon exchanged the Notes with Banc of America Securities LLC, Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated (the “Selling Securityholders”) for certain outstanding debt obligations of Verizon, and the Selling Securityholders sold the Notes.

In connection with the Merger, Spinco borrowed $1,160 million under the Term Loan immediately prior to the spin-off in order to make the special cash payment to the Verizon Group in connection with the spin-off and the Company borrowed $470 million under the Term Loan and $5 million under the Delayed Draw Term Loan concurrently with the closing of the Merger. The Company used these borrowings, together with cash on hand at Spinco, to repay in full all outstanding loans under the Existing Credit Facility and $4 million of other outstanding indebtedness. The Company’s borrowings under the New Credit Facility were also used to pay fees and expenses relating to the Merger.

The financial statements and pro forma financial information filed as Exhibits 99.4 and 99.5 hereto are incorporated by reference into this Item 2.01.

-19-

Item 8.01 Other Events

On March 31, 2008, the Company issued a press release entitled “FairPoint Communications Completes Merger With Verizon’s Wireline Operations in Maine, New Hampshire and Vermont” (the “Press Release”). The Press Release is being furnished by being attached hereto as Exhibit 99.6.

Item 9.01 Financial Statements and Exhibits.

Set forth below are the audited financial statements and unaudited pro forma financial information relating to the completion of the Merger as described in Item 2.01 hereof:

(a) Financial Statements of Business Acquired

The audited combined financial statements of Verizon’s Maine, New Hampshire and Vermont Operations for the years ended December 31, 2007, 2006 and 2005 are incorporated herein by reference to Exhibit 99.4.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2007 are incorporated herein by reference to Exhibit 99.5.

(c) Exhibits

Exhibit Number	Description
2.1	Amendment No. 5 to the Distribution Agreement, dated as of March 31, 2008, by and between Verizon Communications Inc. and Northern New England Spinco Inc.*
2.2	Amendment No. 1 to the Transition Services Agreement, dated as of March 31, 2008, by and among FairPoint Communications, Inc., Northern New England Telephone Operations LLC, Enhanced Communications of Northern New England Inc. and Verizon Information Technologies LLC*
2.3	Publishing Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Idearc Media Corp.*
2.4	Branding Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Idearc Media Corp.*
2.5	Non-Competition Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Idearc Media Corp.*
2.6	Listing License Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Idearc Media Corp.*
2.7	Intellectual Property Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Verizon Communications Inc.*

-20-

Exhibit Number	Description
2.8	Transition Period Trademark License Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Verizon Communications Inc.*
4.1	Indenture, dated as of March 31, 2008, by and between Northern New England Spinco Inc. and U.S. Bank National Association*
4.2	First Supplemental Indenture, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and U.S. Bank National Association*
4.3	Registration Rights Agreement, dated as of March 31, 2008, by and among FairPoint Communications, Inc., Banc of America Securities LLC, Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated*
4.4	Form of 13-1/8% Senior Note due 2018 (included in Exhibit 4.2)*
10.1	Amended Stipulation filed with the Maine Public Utilities Commission dated December 21, 2007 and effective March 31, 2008*
10.2	Stipulation filed with the New Hampshire Public Utilities Commission dated January 24, 2008 and effective March 31, 2008(1)
10.3	Letter Agreement, dated as of March 30, 2008, by and between the Staff of the New Hampshire Public Utilities Commission and Verizon Communications Inc.*
10.4	Credit Agreement, dated as of March 31, 2008, by and among FairPoint Communications, Inc., Northern New England Spinco Inc., Bank of America, N.A, as syndication agent, Morgan Stanley Senior Funding, Inc. and Deutsche Bank Securities Inc., as co-documentation agents, and Lehman Commercial Paper Inc., as administrative agent and lenders party thereto*
10.5	Subsidiary Guaranty, dated as of March 31, 2008, by and among FairPoint Broadband, Inc., MJD Ventures, Inc., MJD Services Corp., S T Enterprises, Ltd., FairPoint Carrier Services, Inc., FairPoint Logistics, Inc. and Lehman Commercial Paper Inc.*
10.6	Pledge Agreement, dated as of March 31, 2008, by and among FairPoint Communications, Inc., MJD Ventures, Inc., MJD Services Corp., S T Enterprises, Ltd., FairPoint Carrier Services, Inc., FairPoint Broadband, Inc., FairPoint Logistics, Inc., Enhanced Communications of Northern New England, Inc., Utilities, Inc., C-R Communications, Inc., Comerco, Inc., GTC Communications, Inc., St. Joe Communications, Inc., Ravenswood Communications, Inc., Unite Communications Systems, Inc. and Lehman Commercial Paper Inc.*

-21-

Exhibit Number	Description
10.7	Deposit Agreement, dated as of March 31, 2008, by and among Northern New England Telephone Operations LLC, Telephone Operating Company of Vermont LLC and Lehman Commercial Paper Inc.*
23.1	Consent of Ernst & Young LLP*
99.1	Order of the Maine Public Utilities Commission dated February 1, 2008(2)
99.2	Order of the New Hampshire Public Utilities Commission dated February 25, 2008(3)
99.3	Order of the Vermont Public Service Board dated February 15, 2008(4)
99.4	Audited Combined Financial Statements of Verizon’s Maine, New Hampshire and Vermont Operations for the Years Ended December 31, 2007, 2006 and 2005*
99.5	Unaudited Pro Forma Condensed Combined Financial Statements of FairPoint Communications, Inc.*
99.6	Press Release, dated March 31, 2008*

*	Filed herewith
(1)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on January 24, 2008
(2)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 6, 2008
(3)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 27, 2008
(4)	Incorporated by reference to the Company’s Current Report on Form 8-K filed on February 21, 2008

-22-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ John P. Crowley
	Name:	John P. Crowley
	Title:	Executive Vice President and Chief Financial Officer

Date: April 3, 2008

EX-2.1

Exhibit 2.1

AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT

     This AMENDMENT NO. 5, dated as of March 31, 2008 (this “Amendment”) to the Distribution Agreement, dated as of January 15, 2007 (the “Distribution Agreement”), by and between VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”) and NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”) as amended, is entered into by and between Verizon and Spinco. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Distribution Agreement, and all references to Recitals, Articles and Sections herein are references to Recitals, Articles and Sections of the Distribution Agreement.

     WHEREAS, state regulatory authorities in Maine, New Hampshire and Vermont have issued orders approving, subject to certain conditions, the transactions contemplated by the Distribution Agreement and Merger Agreement that necessitate certain amendments to the Distribution Agreement by Verizon and Spinco.

     NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

     1. Amendments to the Distribution Agreement.

     (a) The definition of “Current Assets” is hereby amended and restated to read in its entirety as follows:

     ‘“Current Assets’ means total current assets of Spinco and the Spinco Subsidiaries determined in accordance with the last sentence of Section 5.1(a), as of the opening of business on the Distribution Date, but excluding any amounts paid or payable pursuant to Section 7.8.”

     (b) The definition of “Target Working Capital” is hereby amended and restated to read in its entirety as follows:

     ‘“Target Working Capital’ means $50,500,000, provided that such amount will be reduced by the amount, if any, equal to (x) the sum of (i) any amount the Company pays or becomes obligated to pay to a Commitment Party (as defined in the Commitment Letter) pursuant to the fifth paragraph of the fee letter that is part of the Commitment Letter, and (ii) any amount the Company pays or becomes obligated to pay pursuant to the fee letter that is part of the Backstop Commitment, divided by (y) 0.39579.”

     (c) Article VII is hereby amended by adding the following as a new Section 7.8 thereof:

     Section 7.8 Contributions by Verizon.

     (a) At or prior to the Distribution and in addition to the assets and liabilities to be conveyed pursuant to Section 2.1(a) hereof, Verizon shall cause to be paid to Spinco, via transfer of immediately available funds, $292,200,000. In addition to such amount, Verizon shall cause to be paid at Verizon’s option, either (i) to Spinco at or prior to the Distribution, via transfer of immediately available funds, funds having a net present value equal to the payment described in subparagraph (ii) hereof (calculating the net present value using a discount rate equal to the two-year Treasury Bond Rate as of the close of business on the last Business Day prior to the Closing Date) as an additional contribution to the working capital of Spinco; or (ii) to the Surviving Corporation on the two-year anniversary of the Closing Date, via transfer of immediately available funds, $25,000,000.

     (b) Spinco (and, after the Closing, the Surviving Corporation) shall, and shall cause its Subsidiaries to, apply $31,700,000 of the amounts paid to Spinco pursuant to the first sentence of Section 7.8(a) in accordance with the requirements of the order of the Vermont Public Service Board, dated as of February 15, 2008, including Ordering Paragraphs 30 and 44 on pages 44 And 47, respectively, of such order and their counterpart Conditions 25 and 39 in Attachment 1 to the Certificate of Public Good issued therewith (and shall indemnify and hold harmless Verizon and its Subsidiaries for any Losses suffered by any of them as a result of any failure by Spinco or any of its Subsidiaries to so apply such funds). Verizon hereby releases, as of the Closing, any right to any refund of any portion of such funds. Without limiting the foregoing, within two Business Days following the Closing, the Surviving Corporation shall cause such funds to be deposited with a neutral administrator and shall not, and shall cause its Subsidiaries not to, withdraw any such funds unless a written certification by an authorized representative of the Surviving Corporation or its Affiliate that the funds requested to be withdrawn are for payment or reimbursement of expenses for which such funds are permitted under such order to be expended has been previously provided to such neutral administrator.

     (c) Spinco (and, after the Closing, the Surviving Corporation) shall, and shall cause its Subsidiaries to, apply (i) $25,000,000 of the amount paid to it by Verizon pursuant to the first sentence of Section 7.8(a) and (ii) the amount paid to it by Verizon pursuant to the second sentence of Section 7.8(a) in accordance with the order of the New Hampshire Public Utilities Commission, dated as of February 25, 2008. Spinco (and, after the Closing, the Surviving Corporation) shall indemnify and hold harmless Verizon and its Subsidiaries for any Losses suffered by any of them as a result of any failure by Spinco or any of its Subsidiaries to so apply such funds and shall not use any such funds to repay indebtedness or reduce the amount of debt that Spinco incurs on the Closing Date. Verizon hereby releases, as of the Closing, any right to any refund of any portion of such funds. Without limiting the foregoing, within two Business Days following the Closing, the Surviving Corporation shall invest such funds in a segregated bank account or in a segregated account denoting an investment in short term securities issued by institutions with a credit rating equal to or better than AA (or its equivalent).

     2. Confirmation of Distribution Agreement. Other than as expressly modified pursuant to this Amendment, all provisions of the Distribution Agreement remain unmodified and in full force and effect. The provisions of Article X of the Distribution Agreement shall apply to this Amendment mutatis mutandis.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above written.

VERIZON COMMUNICATIONS INC.
By:	/s/ John W. Diercksen
	Name:	John W. Diercksen
	Title:	Executive Vice President — Strategy, Planning and Development

NORTHERN NEW ENGLAND SPINCO INC.
By:	/s/ Stephen E. Smith
	Name:	Stephen E. Smith
	Title:	Vice President

FairPoint Communications, Inc. hereby acknowledges the terms of, and consents to, the foregoing amendment:

FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Shirley J. Linn
	Name:	Shirley J. Linn
	Title:	Executive Vice President and General Counsel

EX-2.2

Exhibit 2.2

AMENDMENT NO. 1 TO TRANSITION SERVICES AGREEMENT

     This AMENDMENT NO. 1, dated as of March 31, 2008 (this “Amendment”), to the Transition Services Agreement dated as of January 15, 2007 (the “TSA”), by and among VERIZON INFORMATION TECHNOLOGIES LLC., a Delaware limited liability company (“Supplier”), NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC, a Delaware limited liability company (as successor to NORTHERN NEW ENGLAND TELEPHONE OPERATIONS INC., a Delaware corporation), ENHANCED COMMUNICATIONS OF NORTHERN NEW ENGLAND INC. (collectively “Buyers”), and FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (“FairPoint” and, after Closing, “Surviving Corporation”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the TSA, and all references to Articles and Sections herein are references to Articles and Sections of the TSA.

     In consideration of the premises and the mutual promises herein made, and in consideration of the agreements herein contained, the parties, intending to be legally bound hereby, agree as follows:

1. Amendment to Schedule A. Schedule A, Section VSO.RM.3 Fraud Prevention and Monitoring shall be amended to read in its entirety as follows:

DESCRIPTION — Fraud Prevention and Monitoring

Supplier will monitor Buyers’ Customers for fraudulent voice calling 24 hours per day — seven days a week (24/7). Supplier will monitor Buyers’ Customers utilizing a variety of methods that are currently used in the business including individual case analysis. Cases are related to individual customers that break thresholds for having a specific number or dollar of calls, or other unique calling pattern, within a designated test time period. When a threshold is broken and the alarm requires analysis:

a.	Supplier will investigate the service for fraud.
b.	Supplier will block all toll accesses (collect, bill-to-third, VZLD Calling Card, VZLD personal toll free and direct dial access) if fraud is verified in the reasonable judgment of Supplier.
c.	Supplier will also disconnect the end user’s local services if the account is found to be the subject of Subscription Fraud or ID Theft.
d.	The Supplier will attempt to call the customer for verification of calls and will attempt to notify the customer via phone call, letter, or computer- generated message that the customer telephone line has been blocked.

1

DESCRIPTION — Toll Abuses Monitoring

Supplier will systematically monitor Buyers‘ Customers’ toll usage utilizing a variety of methods that are currently used in the Business including individual case analysis.

For High Toll alarms, Supplier will provide a daily High Toll alarm report to Buyers. Supplier will not do any monitoring or investigation directly.

a.	Buyers may investigate toll alarm report and request blocking by written notice to Supplier (or via any mutually agreed upon interface established between the Parties).
b.	Buyers will handle any customer inquiries related to their request(s) for blocking/unblocking.
c.	Buyers will notify end user of block via letter (or whatever other or additional method they believe is required) and handle any inquiries related to the end user communication.
d.	Buyers will handle all customer interactions and/or issuance of fraud credits where they deem appropriate.

REQUIREMENTS

There are no specific service requirements for the Buyers beyond those in the Transition Service Agreement or Schedule A thereto.

2. Amendment to Schedule A. Schedule A, Section CORP TAX 1- Transaction Tax Preparation is hereby amended to read in its entirety as follows:

NOTE: This service is provided only for the local exchange telephone business of NNETO, and does not provide any transition support to any other portions of the Spinco Business.

2

DESCRIPTION

Supplier will assist NNETO with transaction tax compliance and tax accounting services on behalf of Spinco on a monthly basis.

a.	Supplier will prepare and file sales/use tax returns, Federal Excise Tax returns, and other transaction tax returns.
b.	Supplier will request NNETO personnel to process check requests and ACH credits on a timely basis.
c.	Supplier will review Use Tax reports for reasonableness.
d.	Supplier will perform transaction tax accounting services such as monthly accrual entries, account reconciliations and accrual analysis as currently performed.

ADDITIONAL REQUIREMENTS

a.	Supplier shall not be obligated to make any payments on behalf of NNETO.
b.	NNETO shall forward all tax-related correspondence to the Supplier tax department at One Verizon Way, VC533229, Basking Ridge, NJ, 07920.
c.	NNETO shall obtain all new exemption certificates from its exempt Customers made out to Spinco.
d.	NNETO shall provide new tax-exempt certificates to its new vendors.
e.	NNETO shall provide Supplier with Power of Attorney to sign returns and handle other matters associated with the transaction tax returns.
f.	NNETO shall provide state sales tax registration information as reasonably requested.
g.	Supplier will file state sales tax registrations if required by applicable law.

3. Amendment to Schedule A. (a) A new Transition Service is added to Schedule A, Corp. Sec. 1- Security. The description of the service is as follows:

Supplier will perform for the Buyers the services described below. These services are performed by Supplier’s affiliates’ Unlawful Call Center, Legal Compliance Team, the Electronic Surveillance Assistance Team, and the Security Control Center in support of Customers in the States of Maine, Vermont, and New Hampshire.

a. The Verizon Unlawful Call Center (UCC) handles unlawful and unwanted calls from residence and business landline customers using either Call Trace or Trap services. The results of an Unlawful Call Center

3

	investigation shall be provided to law enforcement authorities only.
b.	The Verizon Legal Compliance Team (LC) will be the initial point of contact for processing legal requests, i.e., subpoenas, court orders and search warrants, as authorized by law. The requests processed by Legal Compliance are generally for basic telephone information including subscriber (name and address) and toll records.
c.	The Verizon Electronic Surveillance Assistance Team (ESAT) will process all court-ordered traps and traces, DNR/Pen Registers, Feature Checks, Caller ID, Title 3 Oral Intercepts, FISA Orders, CALEA Solutions and 48 Hour Emergency Court Orders in accordance with its existing practices as of the Closing Date.
d.	The Verizon Security Control Center (SCC) is a 24/7, 365-day operation that provides assistance to law enforcement as authorized by law with regard to Emergency/Life Threatening situations.
e.	Supplier will maintain the current Supplier TIPS 800 number to be used as the TIPS service is used just prior to Closing. Calls regarding the states of Maine, New Hampshire, and Vermont will be transferred to the Buyers’ new 800 number.
f.	Supplier will provide open investigation files on or promptly after Closing.

ADDITIONAL REQUIREMENTS

a.	Buyers shall be responsible for all Physical Security including but not limited to guard services, electronic card access, issuance of employee identification cards and all other physical security in the states of NH, ME, & VT.
b.	Buyers shall be responsible to provide instructions to Supplier as to handling of any requests other than initial requests and to monitor general compliance by Supplier with legal requests, i.e., subpoenas, court orders and search warrants. Buyers shall be responsible for all investigative services beginning at the Closing in the states of New Hampshire, Maine, and Vermont. Buyers shall be responsible to complete any outstanding investigations.
c.	Buyers shall be responsible to provide the Buyers’ own 800 number for employee and customer security referrals made through the Supplier’s TIPS line.
d.	Buyers shall be responsible for all telecommunication fraud investigations beginning at the Closing in the states of New Hampshire, Maine and Vermont. Buyers shall be responsible to complete all investigations outstanding at the Closing.

4

(b) A new Transition Service is added to Schedule A, ESG.SYS.1 Enterprise Solutions Group (ESG) Support. The description of the service is as follows:

DESCRIPTION

Supplier will provide Buyers with the systems’ access and administrative support for customer support functions for Buyers’ enterprise Customers. This service shall be provided for the existing enterprise contracts and services as well as the sale of new tariff services. New Individual Case Basis (ICB) contracts or custom sales will not be supported by Supplier. The service shall consist primarily of:

1.	Implementation management, consisting of the project management of activities related to the installation of ordered services.
2.	Technical service management, consisting of standard and custom reporting, SLA tracking and reporting, record keeping of network diagrams and designs. Supplier shall serve as an escalation point for trouble tickets when the standard process is not meeting Customer needs.
3.	Service management, consisting of Customer support for bill inquiries, account inquiries, claims and adjustment management and MAC (Move, Add and Change) orders. Supplier shall process these requests in its proprietary Portal and route them to Supplier’s wholesale support centers.
4.	Dedicated and internet order process. Supplier shall process dedicated and Internet orders to provision legacy Customers on the VSSI (Verizon Select Services Incorporated) platform.
5.	Post service sales bureau. Supplier shall process switched orders to provision Customers on the VSSI platform. Supplier will receive and process switched orders for ANI, Calling Card, Toll Free, Verified/Unverified Account Codes (VAC/UVAC), and Billing Group Numbers (BGN).
6.	VSSI billing Inquiry. Supplier shall take VSSI Customer calls and handle billing inquiries for both Bobco and NBBE billing platform.
7.	Project management services will be provided on complex and custom implementations. Custom/ICB projects that were started prior to commencement of transition period will be continued during transition and will be billed at the hourly rate of $100 per project manager hour. No new ICB projects will be supported during the transition. Only projects including tariffed services will be supported during the Transition Period.
8.	After Close, and subject to branding terms below and Additional Requirements 7-9 below, Supplier will permit former Verizon ILEC and former VSSI customers whose service agreements were assigned to Buyer at Close (“Buyer Customers”) to access the Verizon Business Customer Center Web-based electronic portal (“VBCC”) to

5

view information provided by Buyer to Buyer Customers under such service agreements but not to provide any additional functionality. Buyer and Supplier will agree on the scope of such information.

a. The VBCC portal will be branded with Verizon Marks as it is branded today.

ADDITIONAL REQUIREMENTS

1.	Buyers shall adhere to service standards as stipulated by the Public Utilities Commission and as otherwise reasonably requested by Supplier.
2.	Buyers shall have their own trained enterprise sales force prior to the beginning of this service.
3.	Buyers shall be prepared to fully support the CPE ordering, maintenance, and associated billing and other support services prior to the beginning of this service
4.	Supplier will deliver reasonably requested customer data to the Buyers pertaining to regulated services and associated billing records and profiles.
5.	Supplier will maintain legacy systems and processes used to support the Customer service function. Supplier will also provide user administration in support of system access.
6.	Supplier will maintain order volumes and relevant measurements to customer service functions.
7.	Buyers, and not Verizon or its affiliates, is responsible for compliance with FCC and State CPNI rules, including, without limitation, FCC pre-texting rules that became effective on 12/8/07 (“CPNI Rules”) and Supplier and its affiliates undertake no responsibility for such compliance by providing access to the VBCC to Buyers’ Customers or their users as permitted under this schedule;
8.	Buyers, and not Supplier or its affiliates, will authenticate users of Buyers’ Customers in accordance with the CPNI Rules and administer passwords for such users to access the VBCC that contains CPNI of Buyers’ Customers; and
9.	Buyers will defend, indemnify, and hold harmless Supplier and its affiliates and their respective directors, officers, and employees from any liability, costs, expenses, or damages that arise from a breach of 7 or 8 above.

4. Amendment to Schedule C. A new section entitled “Implementation of Schedule C Services”, is added at the end of Schedule C as follows:

The purpose of this section (the “Healthcare Implementation Section”) is to set forth in greater detail the understanding of Supplier, Buyers and FairPoint as to how the Schedule C Services would be implemented in actual operation with respect to matters pertaining to employee healthcare benefits comprising medical, dental, vision, prescription drug, and mental health (the “Healthcare Benefits”). Supplier, Buyers and FairPoint agree that this section does not in any way expand or reduce

6

(a)	the description of Schedule C Services;
(b)	the period of time over which such transition services would be provided in accordance with the terms of the TSA (the “Transition Services Period”);
(c)	the fees that would be payable by Buyers to Supplier in respect of the Schedule C Services; or
(d)	the allocation of the costs of any services provided by third-party vendors in connection with the provision of the Schedule C Services (the “Third- Party Services”).

To illustrate the application of subclause (d) above, consistent with the TSA, Buyers shall be directly responsible for, and shall pay, any additional costs incurred for Third-Party Services provided in connection with the provision of ancillary services in respect of the Healthcare Benefits, such as any actuarial, benefit center and consulting fees. Any costs in respect of Third-Party Services related to (i) the direct provision of such Healthcare Benefits or (ii) recordkeeping and administrative services with respect to processing claims and payments and reimbursements in respect of such Healthcare Benefits shall be factored into the costs payable in respect of such Healthcare Benefits, as described in greater detail below.

The intent of the Schedule C Services is to enable persons who are Eligible Healthcare Employees (as defined below) to be eligible to receive Healthcare Benefits on substantially the same basis as such Healthcare Benefits would have been available to such persons had NNETO continued to have been a wholly-owned indirect subsidiary of Verizon Communications Inc. (“Verizon”) during the Transition Services Period or the portion thereof during which Healthcare Benefits are to be provided in accordance with the TSA (the “Healthcare Transition Service Period”). “Eligible Healthcare Employees” shall mean:

(a)	any person who was an employee of NNETO at the closing date (the “Closing Date”) of the Agreement and Plan of Merger, dated as of January 15, 2007, by and among Verizon, Northern New England Spinco Inc. and FairPoint (the “Merger Agreement”) and who continues to be an employee of NNETO during the Healthcare Transition Services Period;
(b)	any person hired by NNETO after the Closing Date whose terms and conditions of employment are governed by a collective bargaining (a “Represented New Hire”), for so long as such person continues to be an employee of NNETO during the Healthcare Transition Services Period;

7

(c)	any person other than a Represented New Hire who becomes an employee of NNETO after the Closing Date, for the period during which such person continues to be an employee of NNETO;
(d)	any person described in any of the immediately-preceding subclauses of this sentence who has ceased to be an employee of NNETO, but (unless such person shall also be described in the immediately-following subclause) solely during the period of time during which such person is entitled to receive continuing Healthcare Benefits to the extent required by applicable law; and
(e)	any person who ceased to be an employee of NNETO during the Health Care Transition Services Period and who is eligible to receive Healthcare Benefits following termination of employment and during the Healthcare Transition Service Period pursuant to the terms of any plans and programs providing such Healthcare Benefits to such former NNETO employees that are similar to those applicable to NNETO employees and former employees at the Closing Date;

provided, however, that, (x) a person otherwise described in any of subclauses (a), (b), or (c) above shall not be deemed an Eligible Healthcare Employee unless his or her principal place of employment is in Maine, New Hampshire or Vermont for NNETO (the “Covered States”); (y) a person otherwise described in any of subclauses (d) or (e) above shall not be deemed an Eligible Healthcare Employee unless his or her last principal place of employment was in one of the Covered States, and (z) unless the context otherwise requires, the term Eligible Healthcare Employee shall also include any person who is an eligible dependent of an Eligible Healthcare Employee under the terms of the applicable plan, program or arrangement pursuant to which Healthcare Benefits are provided. In addition, to the extent that the employment of any person is transferred from NNETO to before the Closing Date, and such person would be an Eligible Healthcare Employee if ECNNE were substituted for NNETO in the above definition, then such person shall be treated for purposes of this Healthcare Implementation Section as an Eligible Healthcare Employee. Moreover, to the extent that, as a result of any transfer (whether the transfer is before, at or after Closing) of any portion of the employees, assets, business or operations of NNETO to another entity that becomes a majority-owned, direct or indirect, subsidiary or affiliate of FairPoint (a “NNETO Successor”) following the Closing Date, an Eligible Healthcare Employee ceases to be an employee of NNETO and becomes an employee of a NNETO Successor at any time during the Healthcare Transition Service Period (including following the period during which Supplier provides payroll services to the Buyers in accordance with the TSA), such person shall continue to be an Eligible Healthcare Employee. The preceding sentence shall not apply, however, unless Buyers shall provide Supplier or its designees any and all relevant payroll and other data with respect to such Eligible Healthcare Employees that is necessary to, or appropriate for, the provision of the Healthcare

8

Benefits in the same format as though all such Eligible Healthcare Employees continued to be employees of NNETO (or, if Buyers require that Supplier alter its payroll system other than to show such employees with a basic identifier other than “N-9”, then in such modified format as shall be acceptable to Supplier and its agents, in their sole discretion, and subject to Buyers bearing all incremental costs related to any necessary change in the form of data delivery by virtue of changing the N-9 identifier).

To implement the above-stated objective, Supplier and Buyers shall take any and all such actions as shall be necessary to enable the Eligible Healthcare Employees to be able to participate in the healthcare programs set forth in Appendix A hereto (the “Available Healthcare Options”). Such participation in such Available Healthcare Options shall be subject to the terms and conditions of the applicable plan, programs or arrangements, including, without limitation, the payment by any such Eligible Healthcare Employee of the relevant employee portion of the costs of such participation (the “Employee Healthcare Costs”). The specific Available Healthcare Option to be made available to a particular Eligible Healthcare Employee shall be determined in accordance with the terms of the applicable plans, policies and procedures, including any elections available to the Eligible Healthcare Employee in respect of the available coverage. Notwithstanding anything else contained herein, following the expiration of the Healthcare Transition Services Period, Supplier will cause to be processed in accordance with standard practices and procedures any claims incurred by any Eligible Healthcare Employee during the Healthcare Transition Services Period and submitted for review not later than 90 days(or such longer period provided under the healthcare plans as it was adopted by the Supplier) after the end of the Healthcare Transition Services Period (as determined in accordance with the TSA based on the Cutover Date for the Schedule C Services

In connection with the Healthcare Benefits, Supplier shall be responsible for all interaction and coordination with any third-party providers who will either provide the Healthcare Benefits (such as insurance carriers and health maintenance organizations) or any other Third-Party Services (including, without limitation, administrative, communication and/or recordkeeping services) in respect of the Healthcare Benefits. Except to the extent that any such third-party vendor shall otherwise require, all Third-Party Services necessary and appropriate to the provision of the Healthcare Benefits in respect of the Eligible Healthcare Employees, as determined by Supplier in its sole discretion, shall be provided pursuant to the contractual arrangements between such third parties and Supplier (and/or its affiliates), as the same may be amended from time to time.

The rates to be paid by Buyers in respect of the participation of each such Eligible Healthcare Employee in any of the Available Healthcare Options in which he or she is eligible to participate shall be determined by reference to the rate tables in Appendix A after the following criteria have been established or selected :

9

(a)	the plan in which the Eligible Healthcare Employee will then participate;
(b)	the available options under such plan and the particular elections of each affected Eligible Healthcare Employee from among such options;
(c)	the status of such Eligible Healthcare Employee, including as either an active employee, a retiree eligible for continued Healthcare Benefits, or a person eligible to elect continued coverage under applicable law;
(d)	whether and to what extent that an Eligible Healthcare Employee has elected to extend coverage to his or her eligible dependents; and
(e)	the entity or entities that are providing the applicable services, and the contracted rates applicable for such services.

The rates in respect of the Available Healthcare Options for participation by the Eligible Healthcare Employees during any portion of the Healthcare Transition Services Period occurring in 2008 is set forth on the rate tables shown in Appendix A. Such rates have been established based, as applicable, on (x) the fully insured premiums charged by the insurance carrier that has issued an insurance contract in respect of such Healthcare Benefits; (y) the fees charged by the health maintenance organization (“HMO”) or by any affiliated services only (“ASO”) administrator in respect of self-insured benefits; and (z) self insured premium equivalents determined by Supplier based on historical claim costs, projected healthcare cost trends and administrative expenses. In the event that the Healthcare Transition Services Period continues into calendar year 2009, in addition to the rates payable in respect of participation in 2009 of Eligible Healthcare Participants in the Available Healthcare Options, Buyers shall pay any and all incremental costs (whether billed to Supplier or Buyers) with respect to recordkeeping and administrative services if the Eligible Healthcare Employees cannot be included in an enrollment process for 2009 coverage that is substantially similar to that then used for similarly situated employees of Verizon and its affiliates. The rates for participation in 2009 by Eligible Healthcare Employees in the Available Healthcare Options shall be determined by Supplier in its reasonable judgment and in a manner consistent with that outlined above in respect of the rates set forth on Appendix A.

Supplier will bill Buyers, in advance, on a month-to-month basis for the costs of making the Healthcare Benefits available to Eligible Healthcare Employees based on the actual benefits coverages provided in respect of each such Eligible Healthcare Employee (and, if applicable, his or her eligible dependents) participating in an Available Healthcare Option based on his or her elected preferences at such date and the applicable rates for such coverage as specified in the applicable Annexes hereto, in each case in Supplier’s reasonable judgment by reference to its or its agent’s record keeping system.

10

5. Amendment of Section 3.2(c). The following sentences are added at the end of Section 3.2 (c):

“For greater certainty, any modification of a Transition Service or Supplier’s or its affiliates’ systems, necessary to comply with any governmental order approving the transactions described in the Merger Agreement or issued in connection with or contemporaneously with the Merger, shall be deemed a Service Modification for which Supplier will charge FairPoint, or Buyers post-closing, for Supplier’s or its affiliates’ time expended in the development or implementation of such modifications as Special Services. FairPoint, or Buyers after closing, will reimburse Supplier or its affiliates for their costs and out-of-pocket expenses in connection with such development and implementation.

6. Confirmation of TSA. Other than as expressly modified pursuant to this Amendment, all provisions of the TSA remain unmodified and in full force and effect.

11

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date above written.

VERIZON INFORMATION TECHNOLOGIES LLC.
By:	/s/ Vandana Venkatesh
	Name:	Vandana Venkatesh
	Title:	VP & Associate General Counsel — IT
NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC.
By:	/s/ Stephen E. Smith
	Name:	Stephen E. Smith
	Title:	Vice President
ENHANCED COMMUNICATIONS OF NORTHERN NEW ENGLAND INC.
By:	/s/ Stephen E. Smith
	Name:	Stephen E. Smith
	Title:	Vice President
FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Shirley J. Linn
	Name:	Shirley J. Linn
	Title:	Executive Vice President

12

Explanatory Note Regarding Appendices

     The following appendix was omitted pursuant to Item 601 (b)(2) of Regulation S-K. FairPoint agrees to furnish a copy of the omitted appendix to the SEC upon request.

     Amendment No. 1 to Transition Services Agreement, dated as of March 31, 2008, by and among Verizon Information Technologies LLC, Northern New England Telephone Operations LLC (as successor to Northern New England Telephone Operations Inc.), Enhanced Communications of Northern New England Inc. and FairPoint Communications, Inc.

• Appendix A 2008 Northern New England Healthcare Rate Schedules

EX-2.3

Exhibit 2.3

PUBLISHING AGREEMENT

among

NORTHERN NEW ENGLAND SPINCO INC.,

NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC,

TELEPHONE OPERATING COMPANY OF VERMONT LLC

and

IDEARC MEDIA CORP.

Dated as of March 31, 2008

Table of Contents

	Page
ARTICLE I DEFINITIONS		2
Section 1.1 General Rules of Construction		2
Section 1.2 Definitions		3
ARTICLE II TERM OF AGREEMENT		12
ARTICLE III RIGHTS AND OBLIGATIONS OF PUBLISHER		12
Section 3.1 Publication		12
Section 3.2 Premium Listings		13
Section 3.3 Phone Service Pages		14
Section 3.4 Changes To White Pages; Courtesy Classified Listings		15
Section 3.5 Editorial Discretion		16
Section 3.6 Delivery and Distribution		16
Section 3.7 Rights in the Directory Products		17
Section 3.8 Changes in Service Areas		18
Section 3.9 Open Access Termination		19
Section 3.10 Regulatory Change		19
Section 3.11 Publishing Order		21
Section 3.12 Non-Solicitation		22
Section 3.13 Non-Compete		22
ARTICLE IV RIGHTS AND OBLIGATIONS OF SPINCO		24
Section 4.1 Delivery of Subscriber List Information and Subscriber Delivery Information		24
Section 4.2 Official Directory Publisher Designation		26
ARTICLE V CLAIMS, LIABILITY AND INDEMNIFICATION		27
Section 5.1 Listing Claims		27
Section 5.2 Advertising Claims		27
Section 5.3 Cooperation		27
Section 5.4 Indemnification		27
Section 5.5 Notice and Procedures		29
Section 5.6 Time Limitation		29
Section 5.7 Other Indemnification		29

i

Table of Contents
(continued)

	Page
ARTICLE VI TERMINATION		30
Section 6.1 Termination By Publisher		30
Section 6.2 Termination By Spinco		31
Section 6.3 Transition Upon Termination		32
Section 6.4 Termination Without Prejudice		33
ARTICLE VII OTHER DEFAULTS; LIMITATION OF LIABILITY		33
Section 7.1 Other Defaults		33
Section 7.2 Limitation of Liability		33
ARTICLE VIII EXCUSED PERFORMANCE		34
Section 8.1 General Force Majeure		34
ARTICLE IX MISCELLANEOUS		34
Section 9.1 Confidentiality		34
Section 9.2 Further Assurances		35
Section 9.3 No Agency; Right to Subcontract		35
Section 9.4 Governing Law; Service of Process; Jurisdiction		35
Section 9.5 Waiver of Jury Trial		36
Section 9.6 Amendments; Waivers		36
Section 9.7 No Assignment		36
Section 9.8 Notices		37
Section 9.9 Entire Agreement		37
Section 9.10 Severability		38
Section 9.11 Headings		38
Section 9.12 Counterparts		38
Section 9.13 Successors and Assigns; No Third Party Beneficiaries		38
Section 9.14 Interpretation		38

ii

PUBLISHING AGREEMENT

     This Publishing Agreement (this “Agreement”) is entered into as of March 31, 2008, but shall not be effective until the Effective Time, among Idearc Media Corp. (“Publisher”), Northern New England Spinco Inc. (“Spinco”), Northern New England Telephone Operations LLC (“Telco”) and Telephone Operating Company of Vermont LLC (“VT LLC” and together with Telco, the “TOCs”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in Article I.

RECITALS

     WHEREAS, Verizon Communications Inc. (“Verizon”), Spinco’s ultimate parent company, and Spinco have entered into a Distribution Agreement, dated as of January 15, 2007 (the “Distribution Agreement”), pursuant to which (i) Verizon shall separate the Spinco Assets (as defined in the Distribution Agreement) from the Verizon Assets (as defined in the Distribution Agreement) and (ii) Verizon shall distribute all of the issued and outstanding shares of Spinco Common Stock to Verizon’s stockholders (the “Distribution”);

     WHEREAS, Spinco and FairPoint Communications, Inc. (“Buyer”) have entered into an Agreement and Plan of Merger, dated as of January 15, 2007 (the “Merger Agreement”), pursuant to which Buyer will merge with and into Spinco (the “Merger”) immediately after the consummation of the Distribution;

     WHEREAS, Publisher, Verizon and certain of Verizon’s Affiliates are parties to a Publishing Agreement, dated as of November 17, 2006 (the “Verizon Publishing Agreement”), Section 3.8(c) of which provides, among other things, that in the event Verizon ceases to provide local telephone service in all or a portion of one or more certain geographic areas (the “Verizon Service Areas”), Verizon shall require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, certain agreements, including an agreement equivalent in all material respect to the Verizon Publishing Agreement;

     WHEREAS, as a result of the Distribution and the Merger, Verizon will cease to provide local telephone service in the Service Areas (as defined below), which are Verizon Service Areas, and, therefore, in accordance with Section 3.8(c) of the Verizon Publishing Agreement, Spinco, as the acquirer of the access lines with which Verizon provides such service, and Publisher have agreed to enter into this Agreement;

     WHEREAS, the TOCs have the right to offer and provide local telephone service in the Service Areas;

     WHEREAS, the TOCs are required to publish directories and deliver directories containing listings of certain residential and business Subscribers (as defined below) in each Service Area pursuant to (i) interconnection and similar agreements with CLECs (as defined below), LECs (as defined below) and Resellers (as defined below) and other providers of Telecommunication Services, (ii) tariffs and (iii) laws, rules, regulations and orders of certain Governmental Entities, in each case as the same may be in effect from time to time (such requirements pursuant to all of the foregoing, the “Publishing Obligation”); and

     WHEREAS, in connection with and furtherance of, and as consideration for, the performance by Publisher of its obligations set forth herein, including fulfilling the Publishing Obligation on behalf of the TOCs, Publisher will have certain rights to use the Licensed Marks (as defined in the Branding Agreement, dated as of the date hereof, between Buyer and Publisher (the “Branding Agreement”)) on the terms and conditions set forth in the Branding Agreement.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the Parties intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 General Rules of Construction. For all purposes of this Agreement: (i) the terms defined in this Agreement include the plural as well as the singular; (ii) all references in this Agreement to designated “Recitals”, “Articles”, “Sections” and other subdivisions are to the designated Recitals, Articles, Sections and other subdivisions of the body of this Agreement; (iii) pronouns of either gender or neuter include, as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (v) “or” is not exclusive; (vi) “including” and “includes” shall be deemed to be followed by “but not limited to” and “but is not limited to,” respectively; (vii) any definition of or reference to any law, agreement, instrument or other document herein shall, unless expressly stated to the contrary, be construed as referring to such law, agreement, instrument or other document as from time

2

to time amended, supplemented or otherwise modified; and (viii) any definition of or reference to any statute shall be construed as referring also to any rules and regulations promulgated thereunder.

     Section 1.2 Definitions. The following definitions shall apply within this Agreement.

     “Action” means any action, complaint, petition, investigation, suit or other proceeding, whether administrative, civil or criminal, in law or in equity, or before any arbitrator or Governmental Entity.

     “Activity Default Notice” has the meaning set forth in Section 6.2(d).

     “Additional Legal Requirement” means any change in any Legal Requirement or any new or additional Legal Requirement; provided that, for purposes of determining whether there has been any increase in Publisher’s cost of fulfilling the Publishing Obligation, no change in any Legal Requirement and no new or additional Legal Requirement that requires or has the effect of requiring Publisher to engage (or not to engage) in any practice in which Publisher engaged (or refrained from engaging) prior to such change in such Legal Requirement or such new or additional Legal Requirement shall be an Additional Legal Requirement.

     “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession of the power to direct the management and policies of the referenced Person through ownership of more than 50% of the voting power in the referenced Person. A Person shall become an Affiliate of a Party at such time as it obtains control of, or becomes controlled by, or falls under common control with, such Party, and shall no longer be an Affiliate of such Party from and after the date that it ceases to control, be controlled by or be under common control with, such Party.

     “Agreement” has the meaning set forth in the preamble to this Agreement.

     “Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. Section 101 et seq.), as amended from time to time, and any successor statute.

3

     “Branding Agreement” has the meaning set forth in the ninth Recital.

     “Breach Resolution Process” has the meaning set forth in Section 6.1(a).

     “Buyer” has the meaning set forth in the second recital of this Agreement.

     “Change of Control” means: (i) an acquisition by any Person or group of Persons of the voting stock of the referenced Person in a transaction or series of transactions, if immediately thereafter such acquiring Person or group has, or would have, beneficial ownership of more than 50% of the combined voting power of the referenced Person’s then outstanding voting stock, including any such acquisition by way of a merger, consolidation or reorganization (including under the Bankruptcy Code), or series of such related transactions, involving the referenced Person, (ii) a sale, assignment or other transfer of all or substantially all of the referenced Person’s assets or (iii) a confirmation of any plan of reorganization or liquidation under, or sale of assets pursuant to, the Bankruptcy Code, any out-of-court recapitalization or reorganization transaction or exchange offer, in any case in which more than 50% of such Person’s outstanding equity securities are issued in exchange for all or a significant portion of such Person’s outstanding debt or other securities, or a deed in lieu of foreclosure or any other remedy or right at law or contract by which substantially all of such Person’s equity securities or assets are surrendered, assigned or otherwise transferred to another Person.

     “Claims” means any and all claims, causes of action, demands, complaints, disputes, liabilities, obligations, losses, damages, deficiencies, penalties, settlements, judgments, actions, proceedings and suits of whatever kind and nature.

     “CLEC” means a competitive local exchange carrier.

     “Commercial Agreements” means this Agreement, the Non-Competition Agreement, the Branding Agreement and the Listings License Agreement.

     “Confidential Information” means, with respect to any Party, all information and documentation of such Party, including confidential and/or proprietary technical or business information, confidential marketing and business plans and customer lists; provided that Confidential Information does not include information which (i) is or becomes publicly known or available through no breach of this Agreement by the receiving Party, (ii) is rightfully acquired by the receiving Party free of restrictions on its

4

disclosure or (iii) is independently developed by a Party without the use of or reference to any Confidential Information of the other Party.

     “Cost Change Dispute Notice” has the meaning set forth in Section 3.10(e).

     “Cost Change Statement” has the meaning set forth in Section 3.10(c).

     “Cost Savings Amount” has the meaning set forth in Section 3.10(b)(iii).

     “Courtesy Classified Listing” means one appearance of a business Subscriber’s name, address and business telephone number in the classified section of the Yellow Pages for such Subscriber’s Scoped Area.

     “Default Notice” has the meaning set forth in Section 6.1(a).

     “Directory Default Notice” has the meaning set forth in Section 6.2(b).

     “Directory Product” means a telephone directory product consisting principally of searchable (e.g., by alphabet letter or category of products or services) multiple telephone listings and/or classified advertisements that is delivered or otherwise made available to end users in tangible media (e.g., paper directories, CD-ROM), electronic media (e.g., Internet) or digital media (e.g., PDA download).

     “Distribution Agreement” has the meaning set forth in the first Recital.

     “Effective Date” means the Distribution Date (as defined in the Distribution Agreement).

     “Effective Time” means immediately after the Distribution (as defined in the Distribution Agreement).

     “Extended Area Listings” or “EAS Listings” means extended area listings provided by LECs, CLECs or Resellers other than any of the Spinco Parties, for areas outside the applicable Service Area that are within a local calling area which is in part

5

within such Service Area and are Legally Required to be included in a directory distributed to Subscribers in such Service Area.

     “Generic Phone Service Pages” has the meaning set forth in Section 3.3(a)(i).

     “Governmental Entity” means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether Federal, state or local, domestic or foreign.

     “ILEC” has the meaning set forth in Section 3.8(a).

     “Incremental Listings Costs” means any (i) one-time costs Publisher may incur in implementing any systems changes necessitated by the inclusion of non-wireline listings of subscribers of Other Service Providers because such listings are of a new type and (ii) actual and incremental increase in Publisher’s costs of fulfilling the Publishing Obligation incurred because the inclusion of such listings causes the total number of listings in the Primary Directories to exceed the number of listings set forth on Schedule 1.1A, as adjusted to take into account the addition or disposition of any Service Areas pursuant to Section 3.8.

     “Indemnified Party” has the meaning set forth in Section 5.5.

     “Indemnifying Party” has the meaning set forth in Section 5.5.

     “LEC” means a local exchange carrier.

     “Legal Requirements” means (i) the contractual obligations of Spinco or any of its Subsidiaries related to directories under interconnection and similar agreements or other contracts relating to Telecommunication Services entered into between Spinco or any of its Subsidiaries and any Other Service Providers (or assumed by Spinco or any of its Subsidiaries pursuant to the Distribution Agreement) and (ii) any order, injunction, decree, statute, law, ordinance, principle of common law, rule, tariff, regulation, settlement agreement, arbitration ruling or custom and practice of any applicable regulatory agency related to directories and applicable to Spinco or any of its Subsidiaries as a LEC (but not any of the foregoing that is of general applicability to businesses), in each case as now existing and as may exist at any time during the term of this Agreement (and any renewals or extensions thereof).

6

     “Legally Required” means that a specified action is necessary in order to satisfy or otherwise fulfill one or more of the Legal Requirements or Additional Legal Requirements.

     “Licensed Marks” has the meaning set forth in the Branding Agreement.

     “Listings License Agreement” means the Listings License Agreement, dated as of the date hereof, between the Spinco telephone operating companies listed in Exhibit 1 thereto and Publisher.

     “Loss” means any cost, damage, disbursement, expense, liability, loss, obligation, penalty or settlement, including interest or other carrying costs, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by the referenced Person.

     “Material Change” means, with respect to any Primary Directory containing White Pages, (i) a change in the Publication date of such Primary Directory of more than three months, (ii) a change in the Scoped Area of such Primary Directory that has the effect of adding or removing a number of listings equal to more than 20% of the listings of such Primary Directory, (iii) a change in the media of such Primary Directory (e.g., from paper to CD-ROM), (iv) charging any fee for a copy of such Primary Directory or delivery thereof (unless a fee is charged for such Primary Directory as of the Effective Time) or (v) other major changes relating to other aspects of the Publication of such Primary Directory that would reasonably be expected to have an impact of similar magnitude on the Subscribers; provided that a separation or combination of any White Pages and any Yellow Pages that does not also involve any of the changes described above shall not be a Material Change.

     “Material Default” means, with respect to either Party, a breach of any material term, condition, covenant or obligation of this Agreement, for any reason other than those described in Article VIII, that is so material and continuing that it has the effect of abrogating such Party’s performance and the other Party’s enjoyment of the benefits under this Agreement taken as a whole, including an uncured breach of Section 9.7 with respect to assignment of this Agreement as a whole.

     “Merger” has the meaning set forth in first Recital.

7

     “Merger Agreement” has the meaning set forth in the second Recital.

     “New Customer” means a Subscriber to local phone service who does not currently have any local exchange service and specifically excludes customers who are changing their service from one LEC to another.

     “Non-Competition Agreement” means the Non-Competition Agreement, dated as of the date hereof, between Spinco and Publisher.

     “Notice of Claim” has the meaning set forth in Section 5.5.

     “Open Access Termination” has the meaning set forth in Section 3.9.

     “Other Default” means a breach or violation of or default under this Agreement that is not a Material Default, Service Area Default or Primary Directory Default.

     “Other Service Providers” means CLECs, LECs, Resellers or other providers of Telecommunication Services with whom the Spinco Parties have interconnection or similar agreements or other contracts.

     “Other Subscriber List Information” means a list of the names, addresses, telephone numbers, and primary advertising classifications (as such classifications are assigned at the time of establishment of service) of non-Spinco Subscribers (i.e., the Subscribers of certain Other Service Providers providing such service in the applicable Service Area) that Spinco is Legally Required to publish in its directories, as supplied to Publisher by Spinco, as well as such other listing information about such Subscribers as Spinco may be Legally Required to provide to directory publishers.

     “Party” means each of Publisher, on the one hand, and the Spinco Parties, on the other hand; “Parties” means Publisher and the Spinco Parties, collectively.

     “Person” means an association, a corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization, including a Governmental Entity.

8

     “Premium Listings” means all types of listings in White Pages which are generally offered or otherwise made available to Subscribers by, or on behalf of, the relevant TOC, other than Primary Listings.

     “Premium Phone Service Pages” has the meaning set forth in Section 3.3(a)(ii).

     “Primary Directories” means White Pages and/or Yellow Pages directories with respect to a particular Service Area which are Published in accordance with the Publishing Obligation.

     “Primary Directory Default” has the meaning set forth in Section 6.2(b).

     “Primary Listing” means one appearance of (i) a Subscriber’s name, address and telephone number (including any nicknames, titles or degrees) and (ii) any other Subscriber information Legally Required in the White Pages covering the Service Area in which such Subscriber has Telecommunication Services.

     “Publish” or “Publishing” means to engage in, or the act of engaging in, any and all activities required to discharge the Publishing Obligation.

     “Publisher” has the meaning set forth in the preamble to this Agreement.

     “Publisher Premium Listings Share” has the meaning set forth in Section 3.2(a).

     “Publishing Obligation” has the meaning set forth in the seventh Recital.

     “Publishing Order” has the meaning set forth in Section 3.11.

     “Reimbursable Increase” has the meaning set forth in Section 3.10(b)(ii).

     “Reseller” means a reseller of local exchange telephone service.

     “Scoped Area” means, with respect to any Directory Product, the geographic area associated with the Primary Listings included in and serviced by such Directory Product

9

as may be established and modified, subject to Section 3.4, by Publisher from time to time.

     “Service Area(s)” means those geographic areas in which the Spinco Parties provide local telephone service as an ILEC listed on Schedule 1.1B, including any such areas added to Schedule 1.1B pursuant to Section 3.8.

     “Service Area Default” has the meaning set forth in Section 6.1(c).

     “Service Area Default Notice” has the meaning set forth in Section 6.1(c).

     “Service Corp.” has the meaning set forth in the preamble to this Agreement.

     “Spinco” has the meaning set forth in the first Recital.

     “Spinco Indemnified Parties” has the meaning set forth in 5.4(a).

     “Spinco Parties” means, collectively, Spinco, Telco and VT LLC.

     “Spinco Subscriber List Information” means a list of the names, addresses, telephone numbers, and primary advertising classifications (as such classifications are assigned at the time of establishment of service) of the Subscribers of Spinco in the applicable Service Area, as supplied to Publisher by Spinco, and such other listing information about such Subscribers as Spinco may be Legally Required to provide to directory publishers.

     “Subscriber” means any person or business that orders and/or receives Telecommunication Services from a provider of such services.

     “Subscriber Delivery Information” means a list of the names and delivery addresses of the Subscribers of Spinco and certain Other Service Providers as supplied to Spinco by Spinco, including Subscribers that have elected not to be published in a Directory Product, and such other information, such as non-confidential telephone numbers, that Publisher and Spinco may agree from time to time is required or useful for the complete and accurate delivery of Primary Directories or as Spinco may be Legally Required to provide to directory publishers.

10

     “Subscriber List Information” means the Spinco Subscriber List Information and the Other Subscriber List Information.

     “Subsidiary” means, with respect to any Person, each other Person in which such Person owns or controls, directly or indirectly, capital stock or other equity interests representing at least 50% of the outstanding voting stock or other equity interests.

     “Telecommunication Services” means telecommunications, internet connectivity, broadband access, wireless communications or other comparable or successor telephony or data products or services.

     “Transition Costs” has the meaning set forth in Section 6.3(a).

     “Verizon” has the meaning set forth in the first Recital.

     “Verizon Publishing Agreement” has the meaning set forth in the third Recital.

     “Verizon Service Areas” has the meaning set forth in the third Recital.

     “Video Services” means video conferencing, television, cable, direct broadcast satellite, video on demand or other video services.

     “White Pages” means the information Published by Publisher with respect to any Service Area comprised of or including the alphabetical listings of residential and business Subscribers having Telecommunication Services for such Service Area.

     “Yellow Pages” means the information Published by Publisher with respect to any Service Area comprised of or including classified listings, including Courtesy Classified Listings.

11

ARTICLE II

TERM OF AGREEMENT

     Subject to the provisions of Article 6, this Agreement shall become effective as of the Effective Time and remain in effect until November 17, 2036. Thereafter, this Agreement shall automatically renew for additional 5-year terms unless either Party provides written termination notice to the other Party at least 24 months prior to the end of the then current term.

ARTICLE III

RIGHTS AND OBLIGATIONS OF PUBLISHER

     Section 3.1 Publication.

     (a) Subject to the terms of this Agreement, Publisher shall, at no charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers, subject to Section 3.11, (i) Publish White Pages covering, in the aggregate, the Service Areas, (ii) Publish Primary Listings in the applicable White Pages, (iii) to the extent it is a Legal Requirement, Publish a Courtesy Classified Listing in the applicable Yellow Pages for each business Subscriber (unless such Subscriber has indicated to Publisher or any Spinco Party that it does not want such Courtesy Classified Listing to be Published), (iv) co-mingle in the White Pages of such Primary Directories on a non-discriminatory basis the Spinco Subscriber List Information with the Other Subscriber List Information and (v) comply with any and all Subscriber-requested restrictions (e.g., unlisted number requests) that are designated in the Subscriber List Information or otherwise designated to Publisher and are consistent with Publisher’s policies.

     (b) In discharging its obligations under this Agreement, Publisher, subject to Article VIII, shall not take any action that shall cause any Spinco Party or Publisher to be in violation of any Legal Requirement, whether in effect now or in the future.

     (c) Without limiting the provisions of Section 3.1(b), Publisher shall ensure that (i) the appearance (including font and size) and integration of all Subscriber List Information occurs in a non-discriminatory manner and (ii) the Other Subscriber List Information is included in the Primary Directories using the same methods and procedures, and under the same terms and conditions, as those with respect to the Spinco Subscriber List Information.

12

     (d) Publisher shall not propose, solicit or otherwise encourage any Additional Legal Requirement in any Service Area that would reasonably be expected to result in any Net Regulatory Cost Increase or any cost to Spinco without the advance approval of Spinco. If Spinco is notified that any applicable Governmental Entity proposes any Additional Legal Requirement that Spinco reasonably expects would result in any Net Regulatory Cost Increase, then Spinco will involve and solicit advice from Publisher regarding how to respond to any such proposal.

     (e) Each of Publisher and Spinco shall promptly notify the other of, and shall at such Party’s request cooperate with such Party with respect to, any inquiry, investigation, formal or informal complaint, lawsuit or docket relating to the matters covered by this Agreement begun or threatened by any Governmental Entity with jurisdiction over such Party. Publisher shall cooperate with Spinco with respect to any legal efforts to change legislation or regulations in an effort to minimize directory publication costs. As between the Parties, Spinco shall have sole responsibility for all discussions, communications and other interactions with Governmental Entities with respect to existing or prospective Legal Requirements; provided, that Publisher may have any such discussions, communications or interactions if it provides Spinco reasonable prior notice and the right to participate in each of any such discussions, communications or interactions and, in the case of written correspondence, the right to receive and review in advance copies thereof; and provided, further, that Spinco shall reasonably consult with Publisher on any such discussions, communications or interactions which relate to Publisher’s fulfillment of the Publishing Obligation. In any discussions, communications or interactions with Governmental Entities, each of the Spinco Parties and Publisher shall make it clear that it does not represent, or otherwise have authority to speak for or bind, the other Party.

     (f) For the avoidance of doubt, it is understood that no Party shall have any liability to the other Party for any failure to involve, solicit advice from or consult with the other Party as required by this Section 3.1 unless and only to the extent the other Party demonstrates it has been prejudiced by such failure.

     Section 3.2 Premium Listings.

     (a) Publisher shall, at no additional charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers, Publish the types of Premium Listings listed on Schedule 3.2, which are the Premium Listings being offered by Spinco to Spinco Subscribers in the Service Areas as of the date hereof, and any additional Premium Listings that are of a type that is similar to, and do not involve costs to Publisher that are different from the costs associated with, any of the Premium Listings listed on Schedule 3.2. Notwithstanding the foregoing, to the extent revenues from such Premium Listings in a particular state exceeds the amount set forth on Schedule 3.2 for such state (as adjusted to reflect any price changes for such Premium Listings), Spinco shall pay Publisher cash in an amount equal to 5% of such excess (the

13

total of any such amounts, the “Publisher Premium Listings Share”). In the event Spinco desires to offer additional Premium Listings that are of a type different from those currently offered, and involve costs to Publisher that are different from the costs associated with, any of the Premium Listings listed on Schedule 3.2, Spinco and Publisher shall negotiate in good faith the terms on which Publisher shall Publish such Premium Listings.

     (b) Within 60 days after each anniversary of the Effective Date, Spinco shall provide Publisher with a written statement setting forth the Publisher Premium Listings Share for the twelve-month period preceding such anniversary and shall remit to Publisher such Publisher Premium Listings Share.

     Section 3.3 Phone Service Pages.

     (a) Upon request, Publisher shall include such phone service pages in the Primary Directories as Spinco may provide for the specific applicable Service Area(s). The content within such phone service pages shall not be promotional or advertising. Publisher shall have, subject to the terms of this Agreement (including Section 3.1(b) and (c)), the right to exercise final editorial control, which shall be exercised in a commercially reasonable manner and in conformity with applicable Legal Requirements, over the Published version of the content, design, format and location of the phone service pages. The phone service pages in any White Pages shall consist of two types:

     (i) Generic Phone Service Pages. At no charge to Spinco, subject to Section 3.11, Publisher shall Publish: (A) any information required to be included in the applicable White Pages by any Legal Requirement (e.g., how to request service, contact repair service, dial directory assistance, reach an account representative, request buried cable locate service, and contact the special needs center for customers with disabilities); (B) information about Spinco’s emergency numbers, consumer tips and local calling area; (C) non-company specific information, including long distance calling, state and international area codes, and a time zone map of the United States; and (D) an instructional notice directing all Subscribers to contact their local service provider to request any modifications to their existing listing, or to request a new listing (A, B, C and D, collectively, the “Generic Phone Service Pages”). Spinco, at its sole cost and expense, shall prepare and provide Publisher with the information described in this Section 3.3(a)(i), with the exception of information about any CLEC or LEC with whom Spinco does not have an interconnection agreement, which must be provided directly to Publisher by such CLEC or LEC. Publisher and Spinco shall cooperate to integrate the information described in this Section 3.3(a)(i) into the appropriate format and design and to ensure compliance with the Legal Requirements; and

     (ii) Premium Phone Service Pages. To the extent offered by Publisher, and without limiting the rights and obligations of each of Spinco and Publisher set

14

forth in Section 3.2, Spinco, and any CLECs included within the Scoped Area of a given White Pages, may elect to purchase premium phone service pages in such White Pages for the purpose of providing specific product and service information that is factual, instructional and/or directional in nature (the “Premium Phone Service Pages”) in accordance with Publisher’s then-prevailing policies and pricing, as such policies and pricing shall be reasonably established by Publisher from time to time; provided, however, that Publisher may not sell any Premium Phone Service Pages to any provider of Telecommunication Services or Video Services other than Spinco and any CLECs to which Publisher is required by applicable Legal Requirements to sell Premium Phone Service Pages; and provided further, that the prices charged by Publisher to Spinco for such Premium Phone Service Pages in any White Pages shall be equal to or less than the lowest prices for comparable Premium Phone Service Pages then being charged by Publisher to any Person with respect to such White Pages.

     (b) Ordering of Phone Service Pages. The Generic Phone Service Pages shall appear before the Premium Phone Service Pages in each White Pages. Each of the Generic Phone Service Pages and the Premium Phone Service Pages shall be arranged in alphabetical order, except that (i) any LEC having a written publishing agreement with Publisher and 50% or more of the total number of Primary Listings for Subscribers in the relevant White Pages shall automatically be placed in first position in such Generic Phone Service Pages and Premium Phone Service Pages, (ii) if such LEC is not Spinco, Spinco shall appear immediately following such LEC in such Generic Phone Service Pages and Premium Phone Service Pages and (iii) any other LECs shall appear in alphabetical order thereafter in such Generic Phone Service Pages and Premium Phone Service Pages.

     Section 3.4 Changes To White Pages; Courtesy Classified Listings.

     (a) Publisher shall provide to Spinco written notice of any Material Change to any Primary Directory containing White Pages within 30 days after the decision is made to make any such Material Change, and at least 180 days before any such Material Change is to be implemented. Publisher shall in good faith consult with Spinco with respect to any planned Material Change and engage in discussions with Spinco regarding any concerns Spinco may have regarding such Material Change. Notwithstanding anything in this Agreement to the contrary, Spinco may discuss such Material Change with any relevant Governmental Entity (and, in such event, Publisher shall be given an opportunity to discuss the proposed Material Change with such Governmental Entity) and in no event shall any action taken by any Governmental Entity regarding such Material Change give rise to a Reimbursable Increase.

     (b) Publisher shall provide to Spinco written notice of any change to its policies or practices relating to Publishing the result of which would not be consistent

15

with industry practice at least 30 days prior to the planned implementation of such change.

     (c) If the provision of Courtesy Classified Listings is not a Legal Requirement in any Service Area and Publisher decides to no longer publish Courtesy Classified Listings at no charge in such Service Area, Publisher will provide Spinco with written notice of the decision at least 90 days prior to the commencement of the sales canvass for the impacted directories in such Service Area, and Spinco, by written notice delivered not more than 45 days after receipt of notice from the Publisher, may require Publisher to publish such Courtesy Classified Listings provided that Spinco reimburses Publisher (so long as the provision of Courtesy Classified Listings at no charge is not a Legal Requirement) for the incremental costs of including such listings in the directories.

     (d) Representatives of each of Publisher and Spinco shall meet on a quarterly basis to discuss Publisher’s activities relating to its fulfillment of the Publishing Obligation and any Material Changes or changes to Publisher’s policies and practices relating to Publishing then under contemplation by Publisher.

     Section 3.5 Editorial Discretion. Subject to its obligations under this Agreement, Publisher may establish, discontinue or modify its policies from time to time with regard to any and all aspects of Publishing; provided, however, that Publisher shall give Spinco written notification of any changes in Publisher’s policies or products that are reasonably likely to impact Spinco’s obligations under this Agreement at least 180 days prior to the expected date of implementation of such changes; and provided further that, for the avoidance of doubt, Publisher may not alter or fail to comply with the terms of this Agreement in any material manner whatsoever by modification of its policies. Publisher’s policies shall be commercially reasonable. Publisher may not make any commitments on behalf of Spinco or take any action that would materially impair or affect Spinco’s ability to discharge its Publishing Obligation, in each case without the prior written consent of Spinco.

     Section 3.6 Delivery and Distribution.

     (a) Initial Delivery. Publisher shall timely deliver in accordance with the related Subscriber Delivery Information (i) at least one White Pages and, to the extent Legally Required, at least one Yellow Pages or (ii) at least one combined White Pages and Yellow Pages to all Subscribers within the Scoped Area covered by the related Primary Directory(s) at no charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers. Subject to Section 3.4 and applicable Legal Requirements, Publisher may select the type or medium of delivery of such Primary Directories, provided that, in addition to complying with Section 3.4, Publisher shall make no change to the type or medium of delivery of any White Pages unless, in each case, Publisher makes the same change to the type and medium of delivery of each Yellow Pages distributed by Publisher in the same Scoped Area.

16

     (b) Replacements and New Customers. Subject to available inventory (which Publisher shall maintain at reasonable levels consistent with Publisher’s past practices), subsequent to the initial distribution of White Pages, Publisher shall timely deliver (i) additional and replacement White Pages to Subscribers within the Scoped Area of such White Pages upon any reasonable request from a Subscriber within such Scoped Area and (ii) White Pages to New Customers within the Scoped Area for such White Pages, provided Spinco delivers timely New Customer information for the Service Areas to Publisher in the format in which such information is currently being delivered or such other format as may be mutually agreed upon by the Parties. Publisher shall make the foregoing deliveries at no charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers.

     (c) Distribution Coverage and Policies. Upon Spinco’s request, Publisher shall provide to Spinco, at no charge: (i) a reasonable number of copies of Publisher’s distribution policies for each Service Area describing which White Pages Subscribers in such Service Area shall receive and other matters relevant to the distribution of White Pages in such Service Area and (ii) a reasonable number of copies of the White Pages coverage information, including those geographic areas included in and served by the White Pages and government pages, for each of the Service Areas. Spinco may make and retain copies of the information and documents provided pursuant to (i) and (ii) above as necessary to perform its obligations hereunder.

     (d) Free Calling Area. In the event a Spinco local or extended calling area extends beyond any Scoped Area, Publisher’s delivery obligation with respect to any Subscriber that resides in the portion of such free calling area not within the relevant Scoped Area shall include only such additional White Pages as may be requested by such Subscriber and required to be provided to such Subscriber by any Legal Requirement, which Publisher shall provide at no charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers.

     Section 3.7 Rights in the Directory Products. The copyrights and other intellectual property rights in each Directory Product covered by this Agreement, and any and all illustrations, artwork, photographs, video, audio, text, maps and other advertising and information content created or procured for such Directory Product or for other Publisher products and services that are not submitted by or for Spinco or created at the request of Spinco (it being understood that purposes of this Section 3.7, Subscriber List Information shall not be considered to be submitted by or for Spinco or created at the request of Spinco), shall, as between Spinco and Publisher, be the sole and exclusive property of Publisher. Except as permitted under applicable law, Spinco agrees not to copy any Directory Product or any other Publisher products and services, or any portion thereof, provided, however, that Spinco may make a reasonable number of copies of limited portions of the Primary Directories for use in performing its obligations under this

17

Agreement or pursuant to Legal Requirements and ensuring that its Subscribers are being listed in and receiving copies of the Primary Directories as provided herein.

     Section 3.8 Changes in Service Areas.

     (a) Spinco may update Schedule 1.1B from time to time by written notice to Publisher, and from and after the date that is 60 days after the date Spinco provides such notice the rights and obligations of this Agreement shall extend to any new, altered or changed Service Areas, unless Publisher notifies Spinco in writing within 60 days of receiving such notice from Spinco that Publisher has determined in good faith that the costs related to complying with Publisher’s related obligations hereunder would exceed the benefits to Publisher of obtaining the rights set forth in the Branding Agreement and Non-Competition Agreement for such Service Areas. As soon as practicable, but in any event within 24 months following written notice from Spinco regarding the addition of any Service Area to Schedule 1.1B, or such shorter period as is Legally Required, Publisher shall include Spinco’s listings from such Service Area in a Primary Directory. Without limiting the generality of the foregoing, the rights and obligations of this Agreement shall not extend to any geographic area (i) that Spinco expands into as a CLEC or (ii) in which Spinco becomes the incumbent local exchange carrier (the “ILEC”) as a result of an acquisition of the stock or assets of, or via a merger or other business combination transaction with, the Person previously providing local phone service in that geographic area as the ILEC, unless Spinco elects to add such geographic area to Schedule 1.1B.

     (b) If Spinco decides to cease providing local telephone service in a geographic area within any Service Area, Spinco shall advise Publisher as soon as practicable of such decision, provided that Spinco shall have no obligation hereunder to disclose material, non-public information. Upon Spinco ceasing to provide local telephone service in any geographic area, Publisher shall no longer have any obligation under this Agreement to Publish White Pages for such geographic area; provided, however, that Publisher shall be obligated to Publish the next issue of any White Pages scheduled to be issued within one year of Spinco ceasing such service if Legally Required.

     (c) Notwithstanding Section 3.8(b), if Spinco ceases to provide local telephone service in all or any portion of any Service Area as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines or (iii) any other agreement with any third party pursuant to which such Person shall provide local telephone service in lieu of Spinco in such Service Area, and, in any of the foregoing cases, such event does not constitute a Change of Control of Spinco: (A) Spinco shall require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, binding agreements on terms equivalent in all material respects to those contained in this Agreement, the Non-Competition Agreement and the Branding Agreement with respect

18

to the relevant Service Area and (B) neither Publisher nor Spinco shall be released from its obligations under this Agreement other than with respect to such Service Area or portion thereof.

     Section 3.9 Open Access Termination. If Spinco and its Subsidiaries are no longer required by law to provide Subscriber List Information or Subscriber Delivery Information under nondiscriminatory and reasonable rates, terms and conditions to any Person requesting such information for the purpose of publishing Directory Products (“Open Access Termination”), Spinco shall continue to license such information with respect to each Service Area to Publisher for the term of this Agreement on terms and conditions (including price) at least as favorable as those then being offered by Spinco to any Person materially doing business in any such Service Area; provided that if Spinco is not licensing Subscriber List Information or Subscriber Delivery Information, as the case may be, to at least two other bona fide purchasers of such information, the prices that Spinco charges Publisher for such information shall be equal to the average price that other ILECs of comparable size charge for such information.

     Section 3.10 Regulatory Change.

     (a) Each Party shall provide the other Party with prompt written notice of the announcement by any Governmental Entity of any proposed Additional Legal Requirement. To the extent permitted by applicable law, Spinco shall provide Publisher with prompt notice of any Governmental Entity’s determination that there is a problem with the manner in which Publisher is fulfilling the Publishing Obligation. Notwithstanding the foregoing, nothing in this Section 3.10 shall limit in any way Publisher’s obligation to abide by any Additional Legal Requirement and implement any change related to the Publishing of Primary Directories that is required thereby. Publisher shall maintain, retain and produce upon request such records as Spinco may be Legally Required to maintain and any records as shall be reasonably necessary to show that Publisher has complied with the Legal Requirements.

     (b) Publisher shall bear the full burden and enjoy the full benefit of any increase or decrease in its costs of fulfilling the Publishing Obligation, except that:

     (i) Spinco shall, on an annual basis following the end of each fiscal year, reimburse Publisher for 100% of the amount, if any, by which Publisher’s actual costs of fulfilling the Publishing Obligation during such fiscal year exceed the hypothetical costs Publisher would have incurred during such period in fulfilling the Publishing Obligation if there were excluded from such costs all non de minimus cost increases and cost decreases resulting from (x) Additional Legal Requirements imposed by a Governmental Entity as a direct result of Spinco’s agreement to accept telephone directory burdens or requirements in exchange for regulatory concessions relevant to other aspects of Spinco’s business; (y) contractual obligations of Spinco to which Spinco was not obligated to agree that

19

require Spinco to cause non-wireline listings of subscribers of Other Service Providers to be included in any Primary Directory; and (z) contractual (as opposed to governmental) Additional Legal Requirements that are not either (1) generally consistent with the obligations of ILECs under the pertinent contracts or (2) substantially similar to terms contained in other such agreements binding upon Spinco as of the Effective Date; provided that, for purposes of clause (y), only those cost increases that are Incremental Listings Costs shall be excluded from Publisher’s actual costs of fulfilling the Publishing Obligation during the applicable fiscal year.

     (ii) Spinco shall, on an annual basis following the end of each fiscal year through the fiscal year ended December 31, 2014, reimburse Publisher for 50% of the amount, if any, by which Publisher’s actual costs of fulfilling the Publishing Obligation during such fiscal year, exceeds the sum of (x) $88,750 and (y) the hypothetical costs Publisher would have incurred during such period in fulfilling the Publishing Obligation if there were excluded from such costs all non de minimus cost increases and costs decreases directly resulting from Additional Legal Requirements (excluding any such cost increases and cost decreases taken into account in determining an amount owed by Spinco in respect of such fiscal year under subparagraph (i) above). Any amount which Spinco is obligated to reimburse to Publisher under this subparagraph and/or subparagraph (i) above is herein referred to as a “Reimbursable Increase”.

     (iii) Publisher shall, on an annual basis following the end of each fiscal year through the fiscal year ended December 31, 2014, pay to Spinco 50% of the amount, if any, by which the sum of (x) Publisher’s actual costs of fulfilling the Publishing Obligation during such fiscal year, and (y) $88,750 is less than the hypothetical costs Publisher would have incurred during such period in fulfilling the Publishing Obligation if there were excluded from such costs all non de minimus cost increases and costs decreases directly resulting from Additional Legal Requirements (excluding any such cost increases and cost decreases taken into account in determining an amount owed by Spinco in respect of such fiscal year under subparagraph (i) above). Any amount which Publisher is obligated to pay to Spinco under this subparagraph is herein referred to as a “Cost Savings Amount”.

     (c) Within 60 days after the end of each fiscal year, Publisher shall provide Spinco with a written statement setting forth the amount of any Reimbursable Increase or Cost Savings Amount for the preceding fiscal year (a “Cost Change Statement”) and specifying and itemizing in reasonable detail (i) each Additional Legal Requirement, (ii) the manner in which Publisher responded to such Additional Legal Requirement and any related cost increases or savings of Publisher and (iii) a calculation of the Reimbursable Increase or Cost Savings Amount.

20

     (d) Publisher shall have a duty to mitigate its costs in responding to any Additional Legal Requirement potentially giving rise to a Reimbursable Increase.

     (e) Within 60 days of Spinco’s receipt of any Cost Change Statement, Spinco may either (i) pay the Reimbursable Increase or accept payment of the Cost Savings Amount, as the case may be, shown on such Cost Change Statement or (ii) provide Publisher with written notice stating that it disputes one or more elements of such Cost Change Statement and setting forth in reasonable detail the basis therefor (a “Cost Change Dispute Notice”). During such 60 day period, Publisher shall provide Spinco and its representatives with any additional information it reasonably requests to assess such Cost Change Statement, including access to Publisher’s auditors and their work papers.

     (f) The Parties shall attempt in good faith to resolve any dispute set forth in a Cost Change Dispute Notice by referring the dispute to a senior executive officer of each of Spinco and Publisher. If the dispute is with respect to the amount of the Reimbursable Increase or Cost Savings Amount and such officers cannot resolve such dispute within 10 Business Days of the date of the submission of the dispute to them, then the Parties shall submit the dispute to a mutually-acceptable financial expert. If the Parties agree on such an expert, such expert’s calculation of the Reimbursable Increase or Cost Savings Amount, if any, shall be conclusive. If the Parties do not agree on such an expert within a five business day period following notice from either Party of termination of discussions between the officers (as described above), each Party shall select its own financial expert within a further five business day period, and such financial experts shall then together select a financial expert, which financial expert shall conclusively determine the Reimbursable Increase, if any. The expert selected pursuant the preceding sentence shall be independent of both Parties and their respective Affiliates and shall be qualified with respect to the LEC and directory publishing industries and valuation techniques. The Parties shall provide such information, including written submissions, as are reasonably requested by such expert. If the Parties agree on a single financial expert, the Parties shall equally share such expert’s fees and costs. If the Parties do not agree on a single expert, each Party shall pay the fees and costs of the expert it selects and the Parties shall equally share the fees and costs of the expert that the Parties’ experts select. If a dispute set forth in a Cost Change Dispute Notice is with respect to any matter relating to the provisions of this Section 3.10 other than the amount of any Reimbursable Increase or Cost Savings Amount, such dispute shall be addressed in any manner in which any other dispute as to the interpretation or performance of this agreement is addressed.

     Section 3.11 Publishing Order. If any Governmental Entity having jurisdiction over Spinco requires Spinco to Publish a White Pages (and does not allow Spinco to delegate such requirement to Publisher), or if such an order declares this Agreement null and void with respect to a White Pages (in each case, a “Publishing Order”), Spinco shall Publish the relevant White Pages; provided, however, that, any White Pages that Spinco

21

Publishes to fulfill a Publishing Order shall contain only the information required to be in such White Pages (e.g., Primary Listings) and shall not include any paid advertising content. If Spinco is required to separately Publish any White Pages by any Publishing Order, Publisher shall provide all services and materials to Spinco that are necessary for Spinco to Publish such White Pages, including printing, distribution and paper, to the maximum extent permitted by such Publishing Order, at Publisher’s sole cost and expense. To the extent the provision by Publisher to Spinco of any such services or materials is prohibited by such Publishing Order, Publisher shall reimburse Spinco for Spinco’s costs in performing or obtaining such services and materials.

     Section 3.12 Non-Solicitation. During (i) the period between the date of this Agreement and November 17, 2008 and (ii) the two year period following the termination of this Agreement, none of Spinco, Publisher or any of their respective Affiliates (other than Excluded Affiliates (as defined in the Non-Competition Agreement)) shall, without the prior written approval of the applicable other Party, directly or indirectly (A) solicit for hire any employees of such other Party who (1) is engaged in sales or marketing, (2) is engaged in developing or maintaining software or systems relating to electronic directory products and services or (3) is employed in a management or supervisory capacity (each of the foregoing, a “Covered Employee”), (B) induce any Covered Employee of such other Party to terminate his or her relationship with such other Party or (C) in the case of Spinco, solicit for hire or hire any of member Publisher’s senior management team. The foregoing shall not apply to individuals solicited or hired as a result of the use of an independent employment agency (so long as the agency was not directed to solicit any particular individual that a Party would be prohibiting from soliciting or hiring by this Section 3.12) or as a result of the use of a general solicitation (such as a newspaper advertisement or on radio or television, or through the internet) not specifically directed to employees of the other Party.

     Section 3.13 Non-Compete.

     (a) Subject to the exclusions, exceptions and limitations expressly set forth in this Agreement, during the term of this Agreement (and any extensions or renewals thereof), Publisher agrees that, other than as provided in this Agreement, neither Publisher nor any of its Affiliates, other than any entity as to which neither Publisher nor Publisher’s ultimate parent directly or indirectly possess the sole legal or contractual right to cause such entity to enter into contractual arrangements, shall directly or indirectly engage in, own, manage, operate, share any revenues of, have any profit or other equity interest in any business or entity (other than pursuant to this Agreement or by ownership of less than 40 percent of the outstanding vote or value of a corporation whose securities are publicly traded) that engages in the business of producing, publishing, marketing, selling or distributing (or selling advertising for inclusion in) any tangible media Directory Products that (i) consist principally of listings and classified advertisements for subscribers in the Service Areas, taken as a whole, and (ii) are directed primarily at end

22

users in the Service Areas, taken as a whole; provided that Publisher may produce, publish or distribute (and sell advertising for inclusion in) specialty guides or directories (e.g., niche, ethnic and new movers guides), so long as (in any such case) such products do not materially compete with and are not significant substitutes for any White Pages or Yellow Pages; provided further that if this Agreement is terminated with respect to any Service Area, the obligations and restrictions of this Section 3.13 shall then no longer apply with respect to such Service Area. Notwithstanding the foregoing, if Publisher acquires an entity or business that is engaged in operations that cause Publisher to otherwise be in violation of this Section 3.13, Publisher shall not be deemed to be in violation of this Section 3.13 if Publisher is in good faith attempting to rebrand as Spinco-branded or divest or otherwise terminate the production, publication and distribution of the competing directories and rebrands as Spinco-branded or divests or otherwise terminates the production, publication and distribution of such competing directories within 12 months acquiring such entity or business. Any material breach of this Section 3.13 shall constitute a Material Default by Publisher.

     (b) In the event of a termination of this Agreement pursuant to Section 6.2 (in its entirety or with respect to any Service Area, as the case may be), Publisher and its Affiliates shall be prohibited from including on the cover or spine of any print directory primarily distributed in the affected Service Areas or the cover, home page or similar feature of any non-print directory primarily directed at persons or businesses within the affected Service Areas any name or brand (other than the name or brand of the ILEC in the applicable Service Area) that is identified with the provision of Telecommunication Services or Video Services. The restriction under this Section 3.13(b) shall continue until the earlier of (y) the fifth anniversary of the date of such termination of this Agreement and (z) November 17, 2036.

     (c) None of Publisher or any of its Affiliates shall be deemed to have violated this Section 3.13 with respect to marketing and sales by non-employee sales agents if Publisher or its Affiliate, as the case may be, uses its respective commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of their respective agents and other distribution parties that are marketing Publisher directory products and services on an exclusive basis (e.g., the agents do not represent any other provider of directory products and services) from engaging in any activities prohibited by this Section 3.13.

     (d) Nothing contained in this Section 3.13 shall restrict any Affiliate of Publisher to the extent that such Affiliate (i) is not operated jointly with, under common management with or does not share facilities, sales personnel or other key employees with Publisher, (ii) is not consolidated financially with Publisher, (iii) does not have a product bundling or similar joint venture or strategic alliances agreement, arrangement or product offering with Publisher with respect to any activities prohibited by this Section

23

3.13 and (iv) does not have a revenue-sharing or similar agreement arrangement with Publisher with respect to any activities prohibited by this Section 3.13.

     (e) Without limiting any restriction with respect to Publisher’s use of trademarks and trade names as set forth in the Branding Agreement, Spinco acknowledges and agrees that none of Publisher or any of its Affiliates shall be under any restrictions hereunder with respect to any telephone directory product or service that the user accesses through an interactive voice portal.

     (f) For the sake of clarity, Spinco acknowledges and agrees that none of Publisher or any of its Affiliates is prohibited from engaging in the business of providing Directory Products outside the Service Areas.

     (g) In the event Publisher is acquired by any Person (other than an Affiliate of Publisher) that is, prior to the time of such acquisition, engaged in the business of publishing tangible media Directory Products in any Service Area(s), the continued operation by such Person of such business shall not be deemed a violation of this Section 3.13, provided that, in the event Publisher is acquired for securities of such Person, the stockholders of such Person immediately prior to the consummation of such acquisition hold greater than 50% of both the voting power and the value of the outstanding stock of such Person immediately after the consummation of such acquisition.

     Section 3.14 Additional Procedures. In addition to the rights and obligations of Publisher set forth in this Article III and the rights and obligations of Spinco set forth in Article IV, the parties shall comply with the policies and procedures set forth in Exhibit 2 (Accuracy — Listings and Distribution), Exhibit 3 (System Access) and Exhibit 4 (InfoPages) attached hereto.

ARTICLE IV

RIGHTS AND OBLIGATIONS OF SPINCO

     Section 4.1 Delivery of Subscriber List Information and Subscriber Delivery Information.

     (a) Pursuant to the Listings License Agreement and in accordance with Schedule 4.1, Spinco shall deliver or make available for delivery Subscriber List Information for Subscribers in the Service Areas, including any and all additions to, deletions from, and changes in such information from time to time so as to enable Publisher to Publish Primary Directories in accordance with Publisher’s publication schedule.

24

     (b) Pursuant to the Listings License Agreement and in accordance with Schedule 4.1, Spinco shall deliver or make available for delivery Subscriber Delivery Information for Subscribers in the Service Areas, including any and all additions to, deletions from, and changes in such information from time to time so as to enable Publisher to deliver Primary Directories to all such Subscribers.

     (c) If Spinco elects to use a third party to deliver Subscriber List Information and/or Subscriber Delivery Information to Publisher, then Spinco shall prepare and promptly provide to Publisher and such third party duplicate written authorizations to facilitate such delivery and Spinco shall clearly designate and distinguish its information from all other information delivered by, or through such third party, provided that Spinco shall in any event remain liable for its obligations hereunder.

     (d) The Parties acknowledge that Publisher requires the Subscriber List Information provided under the Listings License Agreement to perform its obligations, and enjoy its rights and privileges, under this Agreement. Consequently, the Parties agree that if the Listings License Agreement is terminated due to Publisher’s breach thereof, Spinco shall reinstate such Listings License Agreement or enter into a new agreement on terms and conditions as set forth in Section 3.9; provided that Publisher has identified the cause of such breach, fully remedied such breach and established reasonable procedures to prevent the recurrence of such breach, and provided further that Spinco shall not be obligated to reinstate such Listings License Agreement or enter into any other agreement as contemplated by this Section 4.1(d) in the event of any termination resulting from any breach of any such agreement that is substantially similar to any prior breach of any such agreement, it being understood that Publisher does not waive any rights it may have under applicable law to obtain subscriber list or delivery information. If Publisher assigns its rights under this Agreement in accordance with the provisions herein, Spinco shall enter into a listings license agreement with such successor entity subject to and in accordance with the terms and conditions herein.

     (e) Pursuant to the Listings License Agreement and in accordance with Schedule 4.1, Spinco shall either (i) deliver, or cause to be delivered in a timely manner, or (ii) reimburse Publisher for any costs or expense it incurs in the purchase of EAS Listings for Subscribers in the Scoped Areas for each Primary Directory published by Publisher hereunder (including any and all additions to, deletions from, and changes in such information from time to time, so as to enable Publisher to include such EAS Listings in White Pages Published hereunder, to the extent Legally Required). If Spinco fails to deliver such EAS Listings to Publisher in a timely manner, then Publisher may, at its sole election, either (A) purchase such EAS Listings from the LECs, CLECs, and Resellers, on Spinco’s behalf, or (B) purchase directories which include the EAS Listings at issue, whichever is the better overall solution to minimize expense to Spinco and meet the Legal Requirements, so that Publisher can make them available to Subscribers upon

25

request, or as Legally Required, in lieu of including such EAS Listings in the Primary Directory at issue.

     (f) Spinco shall take steps to ensure that all Subscriber requested restrictions (such as “DO NOT PUBLISH” or “NON-PUB”) are duly and accurately noted on the Subscriber Delivery Information it delivers, or causes to be delivered, to Publisher hereunder, for each particular Subscriber that makes such a request, and further acknowledges and agrees that Publisher shall have no duty or obligation hereunder to verify the accuracy, timeliness or appropriateness of any Subscriber Delivery Information provided by Spinco to Publisher hereunder. Notwithstanding the above, Publisher may update or correct any such information Spinco may deliver, or caused to be delivered, upon the Subscriber’s specific request. If Publisher does so, it shall notify Spinco of the Subscriber’s requested update or correction.

     (g) To the extent not otherwise prohibited by applicable Legal Requirements, Spinco shall provide Publisher with such information as Publisher may reasonably request from time to time for its use and consideration in connection with the planning and performance of the Publishing Obligation hereunder (including without limitation, rescopes, content changes, and directory life cycles), and as Spinco may lawfully provide without violating any applicable contractual obligations or applicable Legal Requirements. In addition, Spinco shall timely notify and apprise Publisher of any proposed changes or new developments relating to or otherwise affecting Spinco’s information management systems and processes (“Systems Changes”) which Spinco reasonably believes would have a material adverse impact on Publisher’s use of the data and information provided by Spinco hereunder or in Publisher’s costs of performance hereunder, as well as the implementation schedules for such changes or new developments, in order to allow Publisher reasonable opportunity to analyze and consider what effect or impact, if any, such System Changes may have on its activities and operations in the fulfillment of the Publishing Obligation hereunder, and to make such changes to its own information management systems and processes as Publisher may determine necessary in order to accommodate Spinco’s System Changes. Representatives of Spinco and Publisher shall discuss at quarterly meetings held pursuant to Section 3.4 any System Changes then under contemplation by Spinco.

     Section 4.2 Official Directory Publisher Designation. For the term of this Agreement (and any renewals thereof) and subject to Section 3.9 and the Branding Agreement, (i) Spinco designates Publisher as its exclusive official publisher of all tangible media Directory Products consisting principally of listings and classified advertisements of subscribers to local wireline exchange telephone service in the Service Areas and directed primarily at end users in the Service Areas covered by this Agreement and (ii) Spinco grants Publisher the branding rights and Publisher agrees to the obligations and other restrictions set forth in the Branding Agreement. Either Party may elect, but shall not be obligated, to disclose Publisher’s official directory publisher status

26

in their public announcements, promotional and advertising materials and sales contacts; provided, however, that the general nature of such disclosure shall first be reviewed and approved in writing by the other Party, which approval shall not be unreasonably withheld. Spinco further agrees that any referrals it makes in response to inquiries concerning advertising in any tangible media Directory Product with respect to any Service Area shall be made solely to Publisher.

ARTICLE V

CLAIMS, LIABILITY AND INDEMNIFICATION

     Section 5.1 Listing Claims. Subject to Publisher’s indemnification obligations as set forth in Section 5.4(a), Claims regarding the Spinco Subscriber List Information in Publisher’s Directory Products shall be referred to Spinco. Spinco shall use commercially reasonable efforts to promptly investigate, defend against, and resolve the same.

     Section 5.2 Advertising Claims. Subject to Spinco’s indemnification obligations as set forth in Section 5.4(b), Claims regarding advertising in Publisher’s Directory Products shall be referred to Publisher. Publisher shall use commercially reasonable efforts to promptly investigate, defend against and resolve the same.

     Section 5.3 Cooperation. The Parties shall cooperate in good faith in the investigation, defense, settlement or other resolution of any Claims arising out of any error or omission in or of any Subscriber listing and/or advertising in the Directory Products. In the event of any Claim asserting that Publisher and Spinco are jointly liable, (i) Publisher shall assume the responsibility for and advance the cost of defending that portion of such Claim relating to any advertising, (ii) Spinco shall assume the responsibility for and advance the cost of defending that portion of such Claim relating to any of Spinco Subscribers’ listings and (iii) the Parties shall cooperate, share information and coordinate their efforts in an attempt to eliminate or minimize any liability and their respective attorneys’ fees and costs. Any assumption of the defense of any Claim or portion thereof pursuant to this Section 5.3 shall not imply or create an assumption of liability for any final settlement or judgment for such Claim or portion thereof.

     Section 5.4 Indemnification.

     (a) Publisher shall indemnify and hold harmless Spinco, its Affiliates and their respective directors, officers, employees, agents and assigns (collectively, the “Spinco Indemnified Parties”) from, against, and in respect of, and shall reimburse the Spinco Indemnified Parties for, any and all Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Spinco Indemnified Parties directly or

27

indirectly relating to, arising out of or resulting from (i) Publisher’s failure to perform any of its obligations under this Agreement, (ii) any third party Claims arising from any error or omission in or of a Spinco Subscriber’s listing or advertising in any Directory Product unless caused by Spinco or any of its Affiliates, (iii) any Claims that any Directory Product violates or infringes the intellectual property rights of any third party or requires the consent of any third party and (iv) any Claims arising out of or relating to the conduct of Publisher’s business.

     (b) Spinco shall indemnify and hold harmless Publisher and its directors, officers, employees, Affiliates, agents and assigns (collectively, the “Publisher Indemnified Parties” and collectively with the Spinco Indemnified Parties, the “Indemnified Parties”) from, against, and in respect of, and shall reimburse the Publisher Indemnified Parties for, any and all Losses imposed on, sustained, incurred or suffered by, or asserted against, any of the Publisher Indemnified Parties directly or indirectly relating to, arising out of or resulting from (i) its failure to perform any of its obligations under this Agreement; (ii) any third-party Claims brought against Publisher in connection with its performance of the Publishing Obligation as a result of any error or omission in or of the Spinco Subscriber List Information in the White Pages portion of any Primary Directory caused by Spinco if and only to the extent and in the amount that such Losses would have been imposed on, sustained, incurred or suffered by, or asserted against, Spinco if Spinco were performing the Publishing Obligation and used such Spinco Subscriber List Information in furtherance thereof, provided that Spinco shall have no indemnification obligation under this provision if and to the extent that such Losses were imposed on, sustained, incurred or suffered by, or asserted against, Publisher as a result of any breach by Publisher of its obligations under the agreement or the negligence or misconduct of Publisher, (iii) any Claims that any grant made by Spinco in the Branding Agreement violates or infringes the intellectual property rights of any third party or requires the consent of any third party and (iv) any Claims arising out of or relating to the conduct of Spinco’s business.

     (c) Spinco shall use commercially reasonable efforts to make applicable to Publisher any limitations on liability or indemnification rights Spinco may have as a result of tariff, statute or contractual provisions. In the event that any Loss is imposed on, sustained, incurred or suffered by, or asserted against, any Publisher Indemnified Party in respect of which such Publisher Indemnified Party is not entitled to indemnification from Spinco pursuant to Section 5.4(b) but Spinco would be entitled to indemnification from a third-party if such Publisher Indemnified Party had been Spinco or any of its directors, officers, employees, Affiliates or agents, Spinco shall, at Publisher’s request and sole cost and expense, assert against such third-party a claim for indemnification in respect of such Loss and pay any proceeds from such claim to Publisher.

     (d) Spinco agrees to use commercially reasonable efforts to limit, by tariff or contract, its own and its contractors’ and agents’ liability to any Subscriber for any error

28

or omission in any Subscriber List Information to no more than the cost, if any, assessed to the Subscriber for directory listing services.

     Section 5.5 Notice and Procedures. Any Indemnified Party seeking indemnification pursuant to this Agreement shall give prompt written notice in reasonable detail (the “Notice Of Claim”) to the Party from whom such indemnification is sought (the “Indemnifying Party”) stating the basis of each Claim for which indemnification is being sought hereunder within 30 days of obtaining knowledge thereof provided, however, that the failure timely to give a Claim Notice shall not affect the rights of an Indemnified Party hereunder, except to the extent that such failure materially prejudices the Indemnifying Party’s defense of, or other rights available to the Indemnifying Party with respect to, such Claim. If the facts giving rise to any claim for indemnification involve an actual or threatened Claim by or against a third party:

     (i) the Parties shall cooperate in the prosecution or defense of such Claim in accordance with Section 5.3 above and shall furnish such records, information and testimony and attend to such proceedings as may be reasonably requested in connection therewith; and

     (ii) the Indemnified Party shall make no settlement of any Claim that would give rise to liability on the part of the Indemnifying Party without the latter’s prior written consent that shall not be unreasonably withheld or delayed, and the Indemnifying Party shall not be liable for the amount of any settlement affected without its prior written consent.

     Section 5.6 Time Limitation. Any Notice of Claim relating to indemnification sought for any Losses relating to, arising out of or resulting from any Directory Product must be given within 18 months after the publication of such Directory Product.

     Section 5.7 Other Indemnification. No Indemnified Party shall be entitled to seek indemnification under this Agreement from any Party with respect to any Loss for which such Indemnified Party has sought indemnification pursuant to any other Commercial Agreement. Any Indemnified Party that seeks indemnification under this Agreement shall not be entitled to seek indemnification pursuant to any other Commercial Agreement.

29

ARTICLE VI

TERMINATION

     Section 6.1 Termination By Publisher.

     (a) If Spinco commits a Material Default, Publisher may provide written notice to Spinco specifying such Material Default in reasonable detail (a “Default Notice”). Upon receipt of any Default Notice, Spinco may elect to (i) cure the Material Default specified in such Default Notice (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Publisher pursuant to Section 5.4(b) for any Losses relating to, arising out of or resulting from such Material Default. If within 45 days of Spinco’s receipt of any Default Notice Spinco has not cured the Material Default specified in such Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed 90 days) and given Publisher written notice of its agreement to indemnify Publisher for any Losses relating to, arising out of or resulting from such Material Default, Publisher may terminate this Agreement and/or seek a judicial remedy. Notwithstanding the foregoing, if Spinco provides Publisher with written notice disputing the existence of the Material Default specified in such Default Notice within 45 days of Spinco’s receipt of such Default Notice, the Parties shall, prior to seeking any judicial remedy, refer such dispute to a senior executive officer of each of Spinco and Publisher, who shall, for a minimum of 15 Business Days, act in good faith to resolve such dispute and determine the appropriate remedial action (such process, a “Breach Resolution Process”). If it is then determined that the Material Default specified in such Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement and/or seek a judicial remedy.

     (b) If Spinco (i) breaches Section 3.8(c) of this Agreement or (ii) commits a Material Default with respect to any Service Area as opposed to the Agreement taken as a whole (each of clauses (i) and (ii) a “Service Area Default”), Publisher may provide written notice to Spinco specifying such Service Area Default in reasonable detail (a “Service Area Default Notice”). Upon receipt of any Service Area Default Notice, Spinco may elect to (i) cure the Service Area Default specified in such Service Area Default Notice (unless such Service Area Default is not susceptible to cure) and (ii) agree to indemnify Publisher pursuant to Section 5.4(b) for any Losses relating to, arising out of or resulting from such Service Area Default. If within 45 days of Spinco’s receipt of any Service Area Default Notice Spinco has not cured the Service Area Default specified in such Service Area Default Notice (or, if not reasonably curable within such 45 day period, provided Publisher with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Service Area Default as soon as reasonably practicable, not to exceed 90 days) and given Publisher written notice of its

30

agreement to indemnify Publisher for any Losses relating to, arising out of or resulting from such Service Area Default, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy. Notwithstanding the foregoing, if Spinco provides Publisher with written notice disputing the existence of the Service Area Default specified in such Service Area Default Notice within 45 days of Spinco’s receipt of such Service Area Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Service Area Default specified in such Service Area Dispute Notice occurred and remains uncured, Publisher may terminate this Agreement with respect to the Service Area specified in such Service Area Default Notice and/or seek a judicial remedy.

     Section 6.2 Termination By Spinco.

     (a) If Publisher commits a Material Default, Spinco may provide written notice to Publisher specifying such Material Default in reasonable detail (a “Default Notice”). Upon receipt of any Default Notice, Publisher may elect to (i) cure the Material Default specified in such Default Notice (unless such Material Default is not susceptible to cure) and (ii) agree to indemnify Spinco pursuant to Section 5.4(a) for any Losses relating to, arising out of or resulting from such Material Default. If within 45 days of Publisher’s receipt of any Default Notice Publisher has not cured the Material Default specified in such Default Notice (or, if not reasonably curable within such 45 day period, provided Spinco with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Material Default as soon as reasonably practicable, not to exceed 90 days) and given Spinco written notice of its agreement to indemnify Spinco for any Losses relating to, arising out of or resulting from such Material Default, Spinco may terminate this Agreement and/or seek a judicial remedy. Notwithstanding the foregoing, if Publisher provides Spinco with written notice disputing the existence of the Material Default specified in such Default Notice within 45 days of Publisher’s receipt of such Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Material Default specified in such Dispute Notice occurred and remains uncured, Spinco may terminate this Agreement (including Publisher’s official directory publisher status) and/or seek a judicial remedy.

     (b) If Publisher breaches this Agreement in a manner that results in a material and continuing failure to discharge the Publishing Obligation with respect to any Primary Directory (a “Primary Directory Default”), Spinco may provide written notice to Publisher specifying such Primary Directory Default in reasonable detail (a “Directory Default Notice”). Upon receipt of any Directory Default Notice, Publisher may elect to (i) cure the Primary Directory Default specified in such Directory Default Notice (unless such Primary Directory Default is not susceptible to cure) and (ii) agree to indemnify Spinco pursuant to Section 5.4(a) for any Losses relating to, arising out of or resulting

31

from such Primary Directory Default. If within 45 days of Publisher’s receipt of any Directory Default Notice Publisher has not cured the Primary Directory Default specified in such Directory Default Notice (or, if not reasonably curable within such 45 day period, provided Spinco with reasonable assurances that it has commenced and is diligently taking all actions necessary to cure such Primary Directory Default as soon as reasonably practicable, not to exceed 90 days) and given Spinco written notice of its agreement to indemnify Spinco for any Losses relating to, arising out of or resulting from such Primary Directory Default, Spinco may terminate this Agreement with respect to the Service Area in which the Primary Directory specified in such Directory Default Notice is Published and/or seek a judicial remedy. Notwithstanding the foregoing, if Publisher provides Spinco with written notice disputing the existence of the Primary Directory Default specified in such Directory Default Notice within 45 days of Publisher’s receipt of such Directory Default Notice, the Parties shall, prior to seeking any judicial remedy, engage in a Breach Resolution Process. If it is then determined that the Primary Directory Default specified in such Directory Default Notice occurred and remains uncured, Spinco may terminate this Agreement with respect to the Primary Directory specified in such Directory Default Notice and/or seek a judicial remedy.

     (c) Spinco may terminate this Agreement (including Publisher’s official directory publisher status) if Spinco has terminated this Agreement pursuant to Section 6.2(b) above with respect to 20% or more of Spinco Subscribers in the Service Areas, such percentage determined by using a numerator of the total number of Spinco Subscribers in the Service Areas terminated by Spinco pursuant to Section 6.2(b) above and a denominator of the total number of Spinco Subscribers in the Service Areas that would have been subject to this Agreement had Spinco not elected to terminate any such Service Areas pursuant to Section 6.2(b) above.

     (d) In the event Spinco ceases to provide local telephone service in all or any portion of any Service Area, Spinco may terminate this Agreement with respect to such Service Area or portion thereof.

     (e) In the event of a termination of this Agreement in its entirety or with respect to all or any portion of any Service Area, the Branding Agreement shall terminate to the extent set forth in Sections 11(c)(vi)-(viii) of the Branding Agreement. In the event of a termination of the Branding Agreement with respect to any Service Area, Spinco shall have the right to terminate this Agreement with respect to such Service Area.

     Section 6.3 Transition Upon Termination.

     (a) If this Agreement is terminated pursuant to Section 6.1(a), the Parties shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with Spinco bearing all direct

32

costs and expenses related to such transitioning of the Publishing Obligation (e.g., data migration and third party consents) (“Transition Costs”).

     (b) If this Agreement is terminated with respect to any Service Area pursuant to Section 6.1(b), the Parties shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with Spinco bearing all Transition Costs.

     (c) If this Agreement is terminated pursuant to Section 6.2(a) or Section 6.2(c), the Parties shall cooperate in good faith to transition the Publishing Obligation to such Person or Persons that Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with Publisher bearing all Transition Costs.

     (d) If this Agreement is terminated with respect to any Service Area pursuant to Section 6.2(b), the Parties shall cooperate in good faith to transition the Publishing Obligation with respect to such Service Area to such Person or Persons that Spinco desires as soon as reasonably practicable and to ensure that the Publishing Obligation is discharged until such transition is complete, with the Publisher bearing all Transition Costs.

     Section 6.4 Termination Without Prejudice. No Party shall be subject to damages or have any other liability to the other Party solely as a result of such Party’s terminating this Agreement in accordance with its terms, and any such termination of this Agreement, or any decision not to so terminate, by a Party shall be without prejudice to any other right or remedy of such Party under this Agreement or applicable law.

ARTICLE VII

OTHER DEFAULTS; LIMITATION OF LIABILITY

     Section 7.1 Other Defaults. If a Party commits an Other Default, the non-defaulting Party may (as in the event of any Material Default, Service Area Default or Primary Directory Default) pursue a claim for damages or any other remedy, but shall have no right to terminate this Agreement unless such Party obtains a judicial determination that termination is an appropriate remedy for such Other Default.

     Section 7.2 Limitation of Liability. Neither Party, or its Affiliates, shall be liable to the other Party, or its Affiliates, for any damages other than direct damages, except in the case of fraud or willful misconduct. Each Party agrees that it is not entitled to recover and agrees to waive any claim with respect to, and shall not seek, consequential, punitive

33

or any other special damages as to any matter under, relating to or arising out of the transactions contemplated by this Agreement, except with respect to such claims and damages arising directly out of a Party’s fraud or willful misconduct.

ARTICLE VIII

EXCUSED PERFORMANCE

     Section 8.1 General Force Majeure. Neither Party shall be in default under this Agreement or liable for any nonperformance that is caused by any occurrence or circumstance beyond such Party’s reasonable control (including epidemic, riot, unavailability of resources due to national defense priorities, war, armed hostilities, strike, walkouts, civil disobedience, embargo, fire, flood, drought, storm, pestilence, lightning, explosion, power blackout, earthquake, volcanic eruption, civil or military authority, foreseeable or unforeseeable act of God, act of a public enemy, act of terrorism, act of sabotage, act or omission of carriers, or other natural catastrophe or civil disturbance) during the period and to the extent that such extraordinary condition delays, impairs or prevents such Party’s performance.

ARTICLE IX

MISCELLANEOUS

     Section 9.1 Confidentiality. Each Party may disclose to the other Confidential Information. Each Party agrees to keep Confidential Information of the other Party confidential, and not to disclose such information to any third Party, except to those of its employees, subcontractors, consultants and agents with a need to know such Confidential Information solely for the purpose of performing the receiving Party’s obligations under this Agreement and the other Commercial Agreements and as otherwise permitted under this Agreement and the other Commercial Agreements; provided that any such employees, subcontractors, consultants or agents are informed by the recipient Party of the confidential nature of the Confidential Information and agree to be bound by the terms no less restrictive than those set forth herein. The recipient of Confidential Information may use the Confidential Information and make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement and the other Commercial Agreements and as otherwise permitted under this Agreement and the other Commercial Agreements. All such copies will be subject to the same restrictions and protections as the original. Each Party will safeguard such Confidential Information from unauthorized use or disclosure with at least the same degree of care with which the recipient Party safeguards its own Confidential Information. The recipient

34

Party will be responsible for any breach of the obligations set forth herein by the recipient’s employees, subcontractors, consultants or agents. Confidential Information belonging to a Party that is in the possession of the other Party will be returned, or destroyed at the disclosing Party’s request, within 30 days after a written request is delivered to the recipient, including any copies made by the recipient Party. If either Party loses or makes an unauthorized disclosure of the other Party’s Confidential Information, it will notify such other Party immediately and use commercially reasonable efforts to retrieve the lost or wrongfully disclosed information. A Party may disclose Confidential Information which is required to be disclosed by law, a court of competent jurisdiction or governmental or administrative agency so long as the disclosing Party has been notified of the requirement promptly after the receiving Party becomes aware of the requirement and so long as the receiving Party undertakes all lawful measures to avoid disclosing such information until the disclosing Party has had reasonable time to seek a protective order and complies with any protective order that covers the Confidential Information to be disclosed.

     Section 9.2 Further Assurances. Each Party shall take such other actions as the other Party may reasonably request or as may be necessary or appropriate to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters.

     Section 9.3 No Agency; Right to Subcontract.

     (a) Nothing in this Agreement or in any other document related to this transaction, and no action of or inaction by either of the Parties hereto shall be deemed or construed to constitute an agency relationship between the Parties hereto. Each Party is acting independently of the other and neither Party has the authority to act on behalf of or bind the other.

     (b) Notwithstanding anything to the contrary contained herein, Publisher shall be permitted, at any time and from time to time, to carry out or otherwise fulfill its obligations set forth in Section 3.1(a) through one or more agents, subcontractors or other representatives, each engaged with due care and required to be experienced, capable and of similar quality as Publisher, provided that in any event Publisher shall remain liable for such obligations. Notwithstanding the foregoing, Publisher shall not have the right to sublicense any marks or other intellectual property granted under this Agreement, unless otherwise agreed in writing by the Parties.

     Section 9.4 Governing Law; Service of Process; Jurisdiction. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws rules thereof to the extent such rules would require the application of the law of another jurisdiction. The state or federal courts located within the City of New York shall have

35

exclusive jurisdiction over any and all disputes between the parties hereto, whether in law or equity, arising out of or relating to this agreement and the agreements, instruments and documents contemplated hereby and the parties consent to and agree to submit to the exclusive jurisdiction of such courts. Each of the Parties hereby waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such Party is not personally subject to the jurisdiction of such courts, (ii) such party and such Party’s property is immune from any legal process issued by such courts or (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9.8, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided.

     Section 9.5 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     Section 9.6 Amendments; Waivers. Except as expressly provided herein, this Agreement and any attached schedule may be amended only by agreement in writing of the Parties. No waiver of any provision nor consent to any exception to the terms of this Agreement or any agreement contemplated hereby shall be effective unless in writing and signed by both Parties and then only to the specific purpose, extent and instance so provided. No failure on the part of either Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

     Section 9.7 No Assignment. Neither this Agreement nor any rights or obligations hereunder are assignable by either Party without the express prior written consent of the other Party; provided, however, that:

     (i) either Party may assign this Agreement upon written notice to the other Party to any of its Affiliates without the consent of the other Party if the assigning Party requires such Affiliate to agree in writing to assume this Agreement and each of the other Commercial Agreements and the assigning Party remains liable for its obligations under each such agreement;

     (ii) a Change of Control of either Party shall not be deemed to be an assignment of this Agreement, provided that if the relevant Party is no longer directly bound as a party to this Agreement (e.g., because the Change of Control

36

is a sale or transfer of assets or is the result of a transaction pursuant to which the successor, surviving or acquiring entity does not automatically succeed to the obligations of such Party by operation of law), the successor, surviving or acquiring entity shall agree in writing (in form and substance reasonably satisfactory to the other Party) to assume this Agreement and each of the other Commercial Agreements;

     (iii) Publisher may assign this Agreement and the rights and obligations hereunder to its lenders for collateral security purposes, so long as Publisher remains liable for its obligations hereunder, provided that no assignee of this Agreement pursuant to this Section 9.7(iii) may assign or otherwise transfer this agreement (A) other than to a Person that has the financial, managerial and operational capabilities necessary to perform Publisher’s obligations hereunder and (B) without the prior written consent of Spinco, which shall not be unreasonably withheld; and

     (iv) Publisher may assign this Agreement as to the Primary Directories with respect to any Service Areas to any Person (other than an Affiliate of Publisher) that has the financial, managerial and operational capabilities necessary to perform Publisher’s obligations hereunder, and Publisher shall thereafter have no rights or obligations under this Agreement with respect to such Service Area(s), provided that such Person shall agree in writing (in form and substance reasonably satisfactory to Spinco) to assume this Agreement and each of the other Commercial Agreements to the extent of the relevant Service Area(s) and Publisher obtains the prior written consent of Spinco, which shall not be unreasonably withheld.

     Section 9.8 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given: (i) immediately when personally delivered; (ii) when received by first class mail, return receipt requested; (iii) one day after being sent by Federal Express or other overnight delivery service; or (iv) when receipt is acknowledged, either electronically or otherwise, if sent by facsimile, telecopy or other electronic transmission device. Notices, demands and communications to Publisher and Spinco shall, unless another address is specified by Publisher or Spinco hereafter in writing, be sent to the address indicated and Schedule 9.8, as such Schedule may be amended with respect to a party from time to time by such party by written notice to the other parties.

     Section 9.9 Entire Agreement. This Agreement, including any schedules attached hereto, and the other Commercial Agreements constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

37

     Section 9.10 Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the Parties. All other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

     Section 9.11 Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

     Section 9.12 Counterparts. This Agreement and any amendment hereto or any other agreement delivered pursuant hereto may be executed in one or more counterparts and by different Parties in separate counterparts. All counterparts shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party.

     Section 9.13 Successors and Assigns; No Third Party Beneficiaries. This Agreement is binding upon and shall inure to the benefit of each Party and their respective successors or assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person or Governmental Entity any rights or remedies of any nature whatsoever under or by reason of this Agreement.

     Section 9.14 Interpretation. The Parties each acknowledge that it has been represented by counsel in connection with this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties. In the event of an inconsistency between the provisions of this Agreement and the provisions of any of the other Commercial Agreements, the provisions of this Agreement shall be controlling.

[Signature Page Follows]

38

     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed for and on its behalf as of the day and year first above written.

NORTHERN NEW ENGLAND SPINCO INC.
By:	/s/ Stephen E. Smith
	Name:	STEPHEN E. SMITH
	Title:	VICE PRESIDENT

NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC
By:	/s/ Stephen E. Smith
	Name:	STEPHEN E. SMITH
	Title:	VICE PRESIDENT

TELEPHONE OPERATING COMPANY OF VERMONT LLC
By:	/s/ J. Goodwin Bennett
	Name:	J. GOODWIN BENNETT
	Title:	VICE PRESIDENT

IDEARC MEDIA CORP.
By:	/s/ Frank P. [illegible]
	Name:
	Title:

Explanatory Note Regarding Schedules and Exhibits

     The following schedules and exhibits were omitted pursuant to Item 601 (b)(2) of Regulation S-K. FairPoint agrees to furnish a copy of the omitted schedules and exhibits to the SEC upon request.

Publishing Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Idearc Media Corp.

• Schedule 1.1B – Service Areas

• Schedule 3.2 (Part I) – Types of Premium Listings

• Schedule 1.1A – Total Listings in Primary Directories

• Schedule 4.1 – Delivery of List Information

• Schedule A – Spinco Telephone Operating Companies

• Schedule 3.2 (Part II) – Premium Listing Revenue by State for the Twelve month Period Ending September 30, 2006

• Schedule 9.8 – Notices

• Exhibit 1- Telephone Operating Companies

• Exhibit 2- Accuracy- Listings and Distribution

• Exhibit 3- System Access

• Exhibit 4- InfoPages

EX-2.4

Exhibit 2.4

BRANDING AGREEMENT

between

FAIRPOINT COMMUNICATIONS, INC.

and

IDEARC MEDIA CORP.

Dated as of March 31, 2008

BRANDING AGREEMENT

     This Branding Agreement (the “Branding Agreement”), dated as of March 31, 2008, is between FairPoint Communications, Inc., a Delaware corporation (“Licensor”), and Idearc Media Corp., a Delaware corporation (“IMC” or “Licensee”) (Licensor and Licensee being hereinafter referred to individually as a “Party” and collectively as the “Parties”).

     WHEREAS, Verizon Communications Inc. (“Verizon”), Spinco’s ultimate parent company, and Spinco have entered into a Distribution Agreement, dated as of January 15, 2007 (the “Distribution Agreement”), pursuant to which (i) Verizon shall separate the Spinco Assets (as defined in the Distribution Agreement) from the Verizon Assets (as defined in the Distribution Agreement) and (ii) Verizon shall distribute all of the issued and outstanding shares of Spinco Common Stock to Verizon’s stockholders (the “Distribution”);

     WHEREAS, Spinco and FairPoint Communications, Inc. (“Buyer”) have entered into an Agreement and Plan of Merger, dated as of January 15, 2007 (the “Merger Agreement”), pursuant to which Buyer will merge with and into Spinco (the “Merger”) immediately after the consummation of the Distribution;

     WHEREAS, IMC, Verizon and certain of Verizon’s Affiliates are parties to a Publishing Agreement, dated as of November 17, 2006 (the “Verizon Publishing Agreement”), Section 3.8(c) of which provides, among other things, that in the event Verizon ceases to provide local telephone service in certain geographic areas (the “Verizon Service Areas”), Verizon shall require the acquiring Person to agree to enter into with IMC, and IMC shall enter into with such Person, certain agreements, including an agreement equivalent in all material respect to the Branding Agreement, between Verizon Licensing Company and IMC, dated as of November 17, 2006 (the “Verizon Branding Agreement”), other than any terms of the Verizon Branding Agreement that do not relate to the license granted pursuant to Section 2(b) of the Verizon Branding Agreement or that relate to that portion of the license granted pursuant to Section 2(b) thereof that applies to Special Directory Products (as defined in the Verizon Branding Agreement) or portion thereof;

     WHEREAS, as a result of the Distribution and the Merger, Verizon will cease to provide local telephone service in the Service Areas, which are Verizon Service Areas, and, therefore, in accordance with Section 3.8(c) of the Verizon Publishing Agreement, Spinco, as the acquiror of the access lines with which Verizon provides such service, and IMC have agreed to enter into this Agreement;

     WHEREAS, IMC, Spinco and certain of Spinco’s Affiliates have entered in to Publishing Agreement, dated as of the date hereof, (the “Publishing Agreement”) pursuant to which IMC will fulfill the Publishing Obligations (as defined in the

1

Publishing Agreement) of Spinco on the terms and conditions set forth in the Publishing Agreement; and

     WHEREAS, following the Distribution, in connection with and furtherance of, and as consideration for, the performance by Licensee of its obligations under the Publishing Agreement, Licensee will have an exclusive, limited license to use the trademarks, service marks, domain names, slogans, geographical indications, trademark designs, logos and trade names identified on Schedule A attached hereto and hereby made a part of this Branding Agreement (the “Licensed Marks”) in connection with the printing and distribution of the Primary Directories (other than Internet Services), but only for so long as and to the extent that Licensee performs the Publishing Obligation pursuant to the Publishing Agreement, and upon the following terms and conditions.

ARTICLE I

     In consideration of the mutual promises contained herein and intending to be legally bound, the Parties agree as follows:

     1. Definitions. Capitalized terms used herein have the meanings set forth below or in the body of this Branding Agreement.

     “Activity Default Notice” is defined in Section 11(c)(v).

     “Affiliate” is defined in the Publishing Agreement.

     “Business” means the business of publishing and providing directory products and services, consisting principally of searchable (e.g., by alphabet letter or category) multiple wireline telephone listings and classified advertisements primarily of Persons located in the Territory that are targeted primarily at and distributed primarily to end users located in the Territory in tangible media (e.g., paper directories), electronic media (e.g., Internet) and digital media (e.g., PDA download) and soliciting and entering into agreements with advertisers to place advertising in the foregoing directory products; provided, however, the foregoing shall not include directory products and services comprised primarily or substantially of wireless telephone listings.

     “Business Day” means a day (excluding Saturday and Sunday) on which banks generally are open for the transaction of business in New York, New York.

     “Buyer” is defined in the Recitals of this Branding Agreement.

     “Directory Product” means a telephone directory product consisting principally of searchable (e.g., by alphabet letter or category of products or services) multiple wireline telephone listings and/or classified advertisements that is delivered or otherwise made available to end users in tangible media (e.g., paper directories, CD-ROM) or digital media (e.g., PDA download).

2

     “Deficiency” is defined in Section 11(iv) of this Branding Agreement.

     “Effective Date” means the date on which the Effective Time occurs.

     “Effective Time” means immediately after the Distribution.

     “ILEC” means an incumbent local exchange carrier.

     “IMC” is defined in the Preamble of this Branding Agreement.

     “IMC Co-Brand Marks” is defined in Section 4(d) of this Branding Agreement.

     “Intellectual Property” means all (i) United States and foreign patents and patent applications of any kind, (ii) United States and foreign works of authorship, mask-works, copyrights, and copyright and mask work registrations and applications for registration, and (iii) Trademarks and (iv) all unpatented inventions (whether or not patentable), trade secrets, know-how and proprietary information, including but not limited to (in whatever form or medium), discoveries, ideas, compositions, formulas, computer programs (including source and object codes), computer software documentation, database, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, and pricing and cost information, correspondence and notes, and any rights or licenses in the foregoing which may be granted without the payment of compensation or other consideration to any Person

     “Internet Services” means the marketing, advertising, sale and/or provision of services offered by Company as of November 17, 2006, delivered over wireless networks to the handsets of end users, which are known as “SuperPages On the Go” services.

     “License” means the licenses granted in Section 2(a) of this Branding Agreement.

     “License Term” means the period from the Effective Time until the termination or cancellation of this Branding Agreement pursuant to Section 11.

     “Licensee” is defined in the Preamble of this Branding Agreement.

     “Licensed Marks” is defined in the Recitals of this Branding Agreement.

     “Licensor” is defined in the Preamble of this Branding Agreement.

     “Non-Compete Agreement” means the Non-Competition Agreement entered into as of the date hereof between Spinco and IMC.

     “Notice of Deficiency” is defined in Section 11(iv) of this Branding Agreement.

3

     “Person” is defined in the Publishing Agreement.

     “Primary Directories” is defined in the Publishing Agreement. Without limiting the foregoing, Primary Directories shall also include: (i) any Directory Product Licensee is required to Publish pursuant to the terms of the Publishing Agreement; and (ii) any underlay or overlay (as such terms are generally used in the telephone directories publishing business) print Directories Products that cover all or a portion of a geographic area covered by a Primary Directory, which, for the avoidance of doubt, includes portable, compact-sized directories that may lack some of the features of full-sized directories.

     “Publish” or “Publisher” is defined in the Publishing Agreement.

     “Publishing Agreement” is defined in Recitals of this Branding Agreement.

     “Related Agreements” means the Publishing Agreement and the Branding Agreement.

     “Restricted Activity Default” is defined in Section 11(c)(v).

     “Service Area(s)” is defined in the Publishing Agreement.

     “Spinco” is defined in the Preamble of this Branding Agreement.

     “Standards” is defined in Section 4 of this Branding Agreement.

     “Subsidiary” means, with respect to any Person, any Person in which such Person has a direct or indirect equity or ownership interest in excess of 50%.

     “Telecommunications Services” is defined in Section 11(c)(v) of this Branding Agreement.

     “Territory” means (A) with respect to tangible media Directory Products, the then current Service Area(s); and (B) with respect to digital media Directory Products, the United States of America, excluding its territories or possessions, in each case as modified, from time to time, pursuant to: (i) Section 3.8 of the Publishing Agreement; (ii) any partial termination/cancellation pursuant to Section 11 hereof of the licenses granted hereunder; (iii) any termination of the Non-Competition Agreement pursuant to Section 4.2(e) of the Non-Compete Agreement and (iv) any termination/cancellation of a Service Area(s) pursuant to Section 6.2(e) of the Publishing Agreement.

     “Unauthorized Use” is defined in Section 6(a) of this Branding Agreement.

     “Verizon Branding Agreement” is defined in Recitals of this Branding Agreement.

4

     “Verizon Publishing Agreement” is defined in Recitals of this Branding Agreement.

     “Verizon Service Areas” is defined in Recitals of this Branding Agreement.

     “Video Services” is defined in Section 11(c)(v) of this Branding Agreement.

     2. Grant of Licenses and Rights.

     (a) Subject to previously granted rights and licenses, if any, and subject to the terms and conditions of this Branding Agreement and effective upon the Effective Time, Licensor hereby grants to Licensee and to its Subsidiaries the following licenses:

     (i) a personal, royalty-free, fully paid-up, (A) exclusive and nontransferable (except and to the extent expressly permitted pursuant to Section 16 below) right and license to use the Licensed Marks in connection with the conduct of the Business in the Territory (excluding digital media Directory Products and Internet Services) by IMC and its Subsidiaries during the License Term of this Branding Agreement, (B) nonexclusive and nontransferable (except as expressly permitted pursuant to Section 16 below) right and license to use the Licensed Marks in connection with the publishing, printing and distribution of digital media Directory Products (excluding Internet services) in the Territory in which such digital media directory Product is authorized to be Published and for the license term specified below;

     (ii) a personal, royalty-free, fully paid-up, (A) exclusive and nontransferable (except as expressly permitted pursuant to Section 16 below) right and license to use the Licensed Marks in connection with the solicitation of and sale to Persons solely located in or solely conducting business in the Territory of classified advertising and telephone listings for inclusion in tangible media Directory Products in the Territory during the License Term; and (B) nonexclusive and nontransferable (except as expressly permitted pursuant to Section 16 below) right and license to use the Licensed Marks in connection with the solicitation of and sale to Persons located in or conducting business in the Territory of classified advertising and telephone listings for inclusion in Directory Products during the License Term; and

     (iii) a personal, royalty-free, fully paid-up, nonexclusive and nontransferable (except as expressly permitted pursuant to Section 16 below) right and license, during the License Term, to identify Licensee (including on business cards, correspondence, order forms, approved signage for Primary Directories, customer bills and sales collateral, provided they include, respectively, billing and sales collateral for Primary Directories bearing Licensed Mark) as “the official

5

publisher of [Spinco] print directories,” in a form and content approved by Licensor pursuant to Section 4, in the Service Areas.

     (b) Licensee shall have the right to grant sublicenses during the License Term of its licensed rights with respect to the Licensed Marks to its Subsidiaries, resellers, agents, distributors and dealers in connection with the conduct solely in the Territory of the applicable portion of the Business of Licensee and Licensee’s Subsidiaries during the License Term; provided that:

     (i) Licensee shall not grant any other sublicense without the prior written approval of Licensor, which approval shall not be unreasonably withheld or delayed;

     (ii) Such sublicenses shall be in writing, shall be subject to compliance with the terms of this Branding Agreement, shall provide for a term not to exceed the License Term, shall terminate when this Branding Agreement or the applicable license terminates, is cancelled or expires, whichever occurs first, and shall prohibit further sublicensing without Licensor’s prior written consent;

     (iii) Such sublicenses shall provide that should the sublicensee or any of its Affiliates become bankrupt or file a petition in bankruptcy, or should the business of any such entity be placed in the hands of a receiver, assignee or trustee for the benefit of creditors, whether by voluntary act of the entity or otherwise, all licenses and rights granted pursuant to such sublicense to such entity (including its Affiliates, if any) shall terminate automatically; and

     (iv) Licensee shall not have the right to grant any sublicenses to any provider of Telecommunication Services or Video Services.

     (c) Licensee may sublicense the Licensed Marks to any Person (other than any provider of Telecommunication Services or Video Services) with which Licensee forms a joint venture, marketing alliance, co-branding alliance or strategic alliance, in each instance solely to permit such joint venture, marketing alliance, co-branding alliance or strategic alliance to market, advertise, sell and provide products and services in the conduct solely in the Territory of the applicable portion of the Business by Licensee and Licensee’s Subsidiaries in connection with the Licensed Marks; provided that:

     (i) Licensee shall not grant such sublicenses without the prior written approval of Licensor, which approval shall not be unreasonably withheld or delayed;

     (ii) Such sublicenses shall be in writing, shall be subject to compliance with the terms of this Branding Agreement, shall provide for a term not to exceed the License Term, shall terminate when this Branding Agreement or the

6

applicable license terminates, is cancelled or expires or when the joint venture or alliance terminates, is cancelled or expires, whichever occurs first, and shall prohibit further sublicensing without Licensor’s prior written consent; and

     (iii) Such sublicenses shall provide that should the sublicensee, any Person in such joint venture or alliance, or any Affiliates of any of the foregoing become bankrupt or file a petition in bankruptcy, or should the business of any such entity be placed in the hands of a receiver, assignee or trustee for the benefit of creditors, whether by voluntary act of the entity or otherwise, all licenses and rights granted pursuant to such sublicense to such entity (including its Affiliates, if any) shall terminate automatically.

     (d) Except and to the extent expressly permitted pursuant to Section 2(a), Licensee, its Subsidiaries and Licensee’s sublicensees shall not use the Licensed Marks in connection with the marketing, advertising, sale or provision of any goods or services to Persons outside the Territory or otherwise in the conduct of any Business outside of the Territory; provided, however, (i) Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees may provide a de minimis number of Directory Products using the Licensed Marks to Persons located outside of the Territory or the geographic area in which such Directory Product is permitted to be Published; and (ii) the inclusion of de minimis content from outside the Territory or the geographic area in which such Directory Product is permitted to be Published in Directory Products primarily including listings of Persons located in the Territory or geographic area in which such Directory Product is permitted to be Published and primarily directed at end users located in the Territory or geographic area in which such Directory Product is permitted to be Published shall not be a use of the Licensed Marks outside of the Territory or geographic area in which such Directory Product is permitted to be Published.

     (e) Except and only to the extent expressly provided herein, and then only during the License Term, nothing contained herein shall restrict Licensor’s ability to use or sublicense the use of any Licensed Marks. Notwithstanding the foregoing, nothing contained herein shall prevent Licensor or its Affiliates from using any Licensed Marks to: (i) market, advertise, sell or provide internet-based services on and through websites on the Internet (as defined in the Non-Competition Agreement), including, but not limited to the website at “www.[ ].com,” or any other communications networks; (ii) publish and provide directory products and services primarily comprised of listings of Persons located or doing business outside of the Territory for which an exclusive license has been granted; (iii) publish and provide directory products and services primarily comprised of listings of Persons located or doing business outside of the Territory for which an exclusive license has been granted but including listings of Persons located or doing business in the Territory for which an exclusive license has been granted that are de minimis when compared to the entirety of the listings included in such directory products and services and when compared to the totality of the listings that are available in the

7

Territory for which an exclusive license has been granted for inclusion in such directory products and services; (iv) publish and provide directory products and services primarily comprised of listings of wireless telephone numbers, including those of Persons located or doing business in the Territory for which an exclusive license has been granted; (v) distribute or make available in the Territory for which an exclusive license has been granted any of the foregoing directory products or services.

     3. Inspection and Quality Control.

     (a) Licensor has the right to control the quality of the products and services marketed, advertised, sold or provided by Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees in connection with the use of the Licensed Marks as specifically described herein.

     (b) Licensee agrees that the nature and quality of all products and services provided by Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees which are marketed, advertised, sold or provided under or in association with the use of any Licensed Marks shall conform to such guidelines and standards as are provided in writing from time to time by Licensor, and, in any event, shall be of at least the quality of the products and services provided by IMC under the Verizon Branding Agreement immediately prior to the Effective Time.

     (c) Licensee agrees to reasonably cooperate, and to require Licensee’s Subsidiaries and Licensee’s sublicensees to cooperate, with Licensor in facilitating Licensor’s control of the nature and quality of the products and services provided by Licensee, Licensee’s Subsidiaries or Licensee’s sublicensees in connection with the use of the Licensed Marks, and to permit (and require its Subsidiaries and sublicensees to permit) reasonable, periodic inspections of Licensee’s, Licensee’s Subsidiaries’ and Licensee’s sublicensees’ operations as requested in writing by Licensor. Such inspection shall be at Licensor’s expense. Licensee agrees, and will require Licensee’s Subsidiaries and Licensee’s sublicensees to agree, that the products and services provided by Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees which are marketed, advertised, sold or provided in connection with the use of the Licensed Marks will be marketed, advertised, sold and provided in accordance with all applicable laws and regulations and in compliance with any regulatory agency that has jurisdiction over such matters.

     (d) Except to the extent that compliance with the last sentence of Section 3(c) requires a higher standard of quality, Licensor agrees that Licensee will have met the required standards of quality with respect to the physical attributes (i.e., paper quality, weight and thickness, materials used for covers, spine tabs, tip ons and fold out, but expressly excluding any content or intellectual property in or on the foregoing) of a tangible Directory Product if Licensee can demonstrate that such physical attributes of its

8

Directory Products are of at least of the quality as those provided by the three largest publishers of tangible Directory Products in the United States (excluding Licensee).

     4. Form of Use of Licensed Marks.

     (a) Licensee agrees that the style of use of the Licensed Marks shall be in the form and style conforming to Licensor’s trademark usage guidelines and Brand Identity Standards (“Standards”) attached hereto as Schedule B, as approved by Licensor. Licensor may update the Standards from time to time. Licensee shall comply with any updated Standards as soon as reasonably practicable. Licensee shall submit to Licensor for review and approval, prior to proposed use, materials in which the Licensed Marks or are used in accordance with the following:

     (i) At least thirty (30) calendar days prior to proposed use – during the first six (6) months after the Effective Date;

     (ii) At least fifteen (15) calendar days prior to proposed use – during the second six (6) months after the Effective Date; and

     (iii) At least ten (10) calendar days prior to proposed use – during the balance of the License Term.

     In the event that Licensor does not respond within the applicable time frame set forth above, the submission will be deemed approved. Except as provided in the immediately foregoing sentence, Licensee, its Subsidiaries and Licensee’s sublicensees shall not publish, distribute or use any such advertising. promotional materials or products or services in which the Licensed Marks are used without the prior written approval of the representative of Licensor listed on Schedule 4(a), which Schedule Licensor may amend from time to time.

     (b) Licensee also agrees that Licensee shall cause to appear on all advertisements, promotions and other displays on or in connection with which the Licensed Marks are used, such legends, markings and notices as Licensor may require in order to give appropriate notice of any trademark rights therein.

     (c) Notwithstanding any other provision of this Agreement, Licensee may not include on the front or back cover (inside or outside), tabs, spine or other three sides of, or packaging containing any print Directory Product or the cover, home page or similar feature of any non-print Directory Product (i) any advertising for Telecommunications Services or Video Services (other than that of Licensor or its Affiliates) or (ii) any name or brand (1) that is identified with the provision of Telecommunications Services or Video Services (other than that of Licensor or its Affiliates) except as required by applicable law or the Legal and Regulatory Requirements or (2) of any entity engaged in

9

any business of the type listed in the charts set forth in pages 115-120 in the Standards and Ethics Policy attached as Schedule 4(c).

     (d) Subject to Licensor’s prior written approval, Licensee may co-brand the front covers and spines of the print Directories Products on which it is licensed to use the Licensed Marks hereunder with any trademark or trade name of Licensee (the “IMC Co-Brand Marks”), provided that the Licensed Marks are clearly the dominant brand (i.e., the IMC Co-Brand Marks will not be more than 80% of the size of the Licensed Marks, except as otherwise approved in writing by Licensor) on such covers and spines.

     (e) During the License Term, and unless otherwise expressly agreed in writing by Licensor the Licensed Marks will appear, at no cost to Licensor, clearly and conspicuously on the front cover and the spine of each Primary Directory in the Territory (a) in the format and style specified in the then current Standards and (b) in compliance with all other provisions of this Agreement. The design and layout of the front cover and the spines of any print Directories upon which any of the Licensed Marks will appear must be approved in writing by Licensor, and must comply with the then current Standards and the provisions of this Agreement. Licensee may not make any change to the Standards without the prior written consent of Licensor, which will not be unreasonably withheld, particularly as necessary to permit Licensee to take advantage of advertising sales opportunities that are being utilized by other significant directory publishers. Upon Licensor’s request, Licensee will provide Licensor with copies of the front cover and spine of any print Directory upon which any of the Licensed Marks will appear prior to publication in order for Licensor to ensure compliance with this Section 4(e).

     5. Ownership and Goodwill.

     (a) Licensor represents and warrants that one or more of Licensor’s Affiliates is the sole and exclusive owner of rights in the Licensed Marks and that Licensor has the authority to license the Licensed Marks to Licensee. Licensee acknowledges, and will obtain the acknowledgment of Licensee’s Subsidiaries and Licensee’s sublicensees, that one or more of Licensor’s Affiliates is the sole and exclusive owner of rights in the Licensed Marks, and Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees undertake not to challenge the validity of the Licensed Marks, or the registration or application for registration or ownership of the Licensed Marks by such Affiliate(s) of Licensor, and agree that Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees will do nothing inconsistent with such ownership.

     (b) Licensee further acknowledges and agrees, and will obtain the acknowledgment and agreement of Licensee’s Subsidiaries and Licensee’s sublicensees, that all use of the Licensed Marks by Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees and all goodwill developed therefrom shall inure to the benefit of and be on behalf of Licensor. Licensee agrees, and Licensee’s Subsidiaries and Licensee’s

10

sublicensees will agree, that nothing in this Branding Agreement shall give Licensee, Licensee’s Subsidiaries or Licensee’s sublicensees any right, title or interest in or to the Licensed Marks other than the right to use the Licensed Marks in the manner expressly permitted by this Branding Agreement.

     (c) Licensee agrees, and will obtain the agreement of Licensee’s Subsidiaries and Licensee’s sublicensees, that Licensee, Licensee’s Subsidiaries and Licensee’s sublicensees will not utilize the Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names, except as expressly permitted hereunder. Licensee agrees that it will not (and will obtain the agreement of Licensee’s Subsidiaries and Licensee’s sublicensees that they will not) hereafter seek registration of the Licensed Marks or any confusingly similar trademarks, service marks, trade names or domain names in its own name or in the name of Licensee’s Subsidiaries.

     (d) Licensee agrees, and will obtain the agreement of Licensee’s Subsidiaries and Licensee’s sublicensees, to cooperate with Licensor, at Licensor’s expense, in the procurement of any registration of the Licensed Marks which Licensor may choose to undertake at Licensor’s sole discretion, including, but not limited to supplying evidence of use of the Licensed Marks to Licensor.

     6. Infringement.

     (a) In the event that Licensee, any of Licensee’s Subsidiaries or Licensee’s sublicensees becomes aware of any unauthorized use of the Licensed Marks in the Territory, or of any uses of confusingly or substantially similar trademarks, service marks, trade names or domain names, on or in connection with the marketing, advertising or provision of similar products or services (each, an “Unauthorized Use”), Licensee shall promptly provide Licensor with written notice thereof.

     (b) Licensor shall have the right, but not the obligation (except as otherwise expressly provided in this Section 6(b) or in Section 6(c)), to challenge and attempt to eliminate each Unauthorized Use. In the event that Licensor decides to bring an enforcement action, Licensee shall reasonably cooperate (and shall require Licensee’s Subsidiaries and Licensee’s sublicensees to reasonably cooperate), at Licensor’s expense, with Licensor in investigating, prosecuting and settling any enforcement action instituted by Licensor against any Person engaging in an Unauthorized Use. Licensor may bring an action in the name of Licensor alone or in the name of both Licensor and Licensee (including Licensee’s Subsidiaries and Licensee’s sublicensees) with counsel of Licensor’s choosing but at Licensor’s expense. Licensee, at its own expense, shall have the right to participate with counsel of its own choice in the investigation, prosecution and/or settlement of any such enforcement action instituted by Licensor. Licensor shall retain any and all proceeds recovered in any such enforcement action.

11

     (c) Subject to Section 6(b), neither Licensee, any Subsidiary of Licensee nor any of Licensee’s sublicensees shall have the right to prosecute or settle an infringement action against any Person who engages in an Unauthorized Use.

     7. Filing, Prosecution and Maintenance. Licensor shall be responsible for and shall use commercially reasonable efforts to file, prosecute and maintain all trademarks and domain names and related registrations and registration applications for the Licensed Marks in the Territory. Except and to the extent expressly provided herein, nothing contained in this Branding Agreement shall be construed as:

     (a) requiring the securing or the maintaining of any intellectual property protection for the Licensed Marks;

     (b) a warranty or representation as to the validity or scope of the Licensed Marks;

     (c) an agreement to bring or prosecute actions or suits against third parties for Unauthorized Use; or

     (d) conferring by implication, estoppel or otherwise any license or other right under any other Intellectual Property, except as expressly granted herein.

     8. Indemnification.

     (a) Licensee, on behalf of itself, Licensee’s Subsidiaries and Licensee’s sublicensees, shall indemnify and hold harmless Licensor and its officers, directors, stockholders, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, and expenses, including without limitation the costs and expenses (including reasonable attorney’s fees), as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party, to the extent caused by, relating to, based upon, arising out of or in connection with the use of a Licensed Mark by Licensee or its Subsidiaries or sublicensees on or after the Effective Date. Licensee’s indemnity obligation is contingent upon Licensor giving (to the extent Licensor has received notice of any such action, suit, proceeding or investigation), and Licensor shall give, prompt written notice to Licensee of any action, suit, proceeding or investigation asserted by a third party against Licensor or any of its Affiliates to the extent caused by, relating to, based upon, arising out of or in connection with such use of a Licensed Mark by Licensee or its Subsidiaries or sublicensees on or after the Effective Date.

     (b) Licensor, on behalf of itself and its Affiliates, shall indemnify and hold harmless Licensee and its officers, directors, stockholders, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties,

12

judgments, awards, costs, and expenses, including without limitation the costs and expenses (including reasonable attorney’s fees), as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party, to the extent caused by, relating to, based upon, arising out of or in connection with the use of a Licensed Mark by Licensor or its Affiliates prior to the Effective Date. Licensor’s indemnity obligation is contingent upon Licensee giving (to the extent Licensee has received notice of any such action, suit, proceeding or investigation), and Licensee shall give, prompt written notice to Licensor of any action, suit, proceeding or investigation asserted by a third party against Licensee or any of its Affiliates to the extent caused by, relating to, based upon, arising out of or in connection with such use of a Licensed Mark by Licensor or its Affiliates prior to the Effective Date.

     9. Assignment of Goodwill. Licensee, on behalf of itself, Licensee’s Subsidiaries and Licensee’s sublicensees, hereby assigns to Licensor any and all goodwill Licensee, Licensee’s Subsidiaries or Licensee’s sublicensees may have accrued through any use it may have made of the Licensed Marks through the Effective Date, and agrees to and does hereby assign to Licensor any and all goodwill Licensee, Licensee’s Subsidiaries or Licensee’s sublicensees may accrue through any use they may make or have made of the Licensed Marks after the Effective Date.

     10. Additional Licensed Marks. The Parties may wish to extend this Branding Agreement to cover additional trademarks, service marks, domain names, slogans, geographical indications, trademark designs, logos or trade names owned by Licensor that it desires to license to Licensee and Licensee’s Subsidiaries and, in such event, the Parties agree that a letter agreement signed by both Parties shall be sufficient to extend this Branding Agreement and all of the terms and conditions hereof to such additional trademarks, service marks, domain names, slogans, geographical indications, trademark designs, logos or trade names, if any.

     11. Term and Termination/Cancellation. The term of this Branding Agreement shall commence at the Effective Time, and shall continue until the first to occur of (a) the expiration of the term of the Publishing Agreement, (b) termination or cancellation of the Publishing Agreement, or (c) termination or cancellation of this Branding Agreement in accordance with one of the following provisions:

     (i) This Branding Agreement may be terminated and cancelled at any time by mutual written agreement of the Parties.

     (ii) Licensee may terminate this Branding Agreement at any time upon delivering written notice to Licensor.

     (iii) If Licensee or any of its Subsidiaries voluntarily files for bankruptcy or makes an assignment for the benefit of its creditors, or an involuntary assignment or bankruptcy petition is made or filed against Licensee or

13

any of its Subsidiaries, Licensor may immediately terminate the rights and licenses under Licensed Marks granted herein to the applicable entity, provided that notwithstanding the foregoing, Licensor shall have no right to terminate the rights and licenses under the Licensed Marks pursuant to this Section 11(c)(iii) if Licensee and/or its Subsidiaries are reorganizing within the context of a bankruptcy proceeding.

     (iv) If Licensor reasonably determines that Licensee’s conduct of its Business using the Licensed Marks materially does not meet the requirements set forth in this Branding Agreement (each, a “Deficiency”), Licensor may notify Licensee in writing, providing Licensee with a description of the Deficiencies (“Notice of Deficiency”). Licensee shall cure the Deficiencies within thirty (30) days after receipt of the Notice of Deficiency, and shall provide Licensor with evidence of such cure. If a Deficiency is not cured to the reasonable satisfaction of Licensor within forty-five (45) days following receipt of the Notice of Deficiency, Licensor may terminate/cancel this Branding Agreement (including Licensee’s license to identify itself as the official print directory publisher of Licensor) with respect to the Service Area in which the Deficiency specified in such Deficiency Notice occurred. Licensor may terminate this Branding Agreement in its entirety if Licensor has terminated/cancelled this Branding Agreement with respect to 20% or more of Licensor’s Subscribers (as defined in the Publishing Agreement) in the Service Areas, such percentage determined by using as a numerator the total number of Licensor’s Subscribers in the Service Areas with respect to which this Branding Agreement has been terminated/cancelled by Licensor and as a denominator the total number of Licensor’s Subscribers in the Service Areas in which Licensee would be permitted to use the Licensed Marks as set forth in this Branding Agreement had Licensor not elected to terminate/cancel this Branding Agreement with respect to any such Service Areas.

     (v) If Licensee or any of its Subsidiaries (i) engages in the marketing, sale or distribution of (A) any telecommunications, broadband access, internet connectivity, wireless communications or other comparable or successor telephony or voice or data products or services (“Telecommunication Services”) or (B) any video conferencing, television, cable, broadcast satellite, video on demand or other video services (“Video Services”) in any Service Area, (ii) acts as a sales agent for any Person with respect to the marketing, sale or distribution of Telecommunications Services or Video Services (other than Licensor or its Affiliates) in any Service Area or (iii) enters into a joint venture, strategic alliance, product bundling, revenue sharing or similar arrangement with any Person (other than Licensor or its Affiliates) pursuant to which such Person’s Telecommunications Services or Video Services are offered, marketed, sold or priced or otherwise provided in any Service Area in connection with Licensee’s

14

Directory Products (each of clauses (i), (ii) and (iii), a “Restricted Activity Default”), Licensee shall be in default of this Agreement and Licensor may provide written notice to Licensee specifying such Restricted Activity Default in reasonable detail (an “Activity Default Notice”). For avoidance of doubt, the Parties acknowledge that it shall not constitute a Restricted Activity Default if any owner or Affiliate of Licensee is a provider of Telecommunications Services or Video Services outside of the Service Area, so long as the activities set forth in clauses (i), (ii) and (iii) of the preceding sentence are not occurring in any Service Area with respect to any of Licensee’s Directory Products. So long as Licensee is in compliance with Section 4 (c), the Standards, Section 3.3(a)(ii) of the Publishing Agreement, and all other applicable provisions of this Agreement, the inclusion of advertising of a provider of Telecommunications Services or Video Services in any Directory Products shall not constitute a Restricted Activity Default. If within ninety (90) days of Licensee’s receipt of any Activity Default Notice Licensee has not cured the Restricted Activity Default specified in such Activity Default Notice, Licensee may terminate/cancel this Branding Agreement (including Licensee’s license to identify itself as the official print directory publisher of Licensor) with respect to the Service Area in which the Restricted Activity Default specified in such Activity Default Notice occurred. Notwithstanding the foregoing, if Licensee provides Licensor with written notice disputing the existence of the Restricted Activity Default specified in such Activity Default Notice within ninety (90) days of Licensee’s receipt of such Activity Default Notice, the Parties shall act in good faith to resolve such dispute and determine the appropriate remedial action pursuant to a Breach Resolution Process (as defined in the Publishing Agreement). If it is then determined that the Restricted Activity Default specified in such Activity Default Notice occurred and remains uncured, Licensor may terminate/cancel this Branding Agreement (including Licensee’s license to identify itself as the official print directory publisher of Licensor) with respect to the Service Area in which the Restricted Activity Default specified in such Activity Default Notice occurred. Licensor may terminate this Branding Agreement in its entirety if Licensor has terminated/cancelled this Branding Agreement with respect to 20% or more of Licensor’s Subscribers (as defined in the Publishing Agreement) in the Service Areas, such percentage determined by using as a numerator the total number of Licensor’s Subscribers in the Service Areas with respect to which this Branding Agreement has been terminated/cancelled by Licensor and as a denominator the total number of Licensor’s Subscribers in the Service Areas in which Licensee would be permitted to use the Licensed Marks as set forth in this Branding Agreement had Licensor not elected to terminate/cancel this Branding Agreement with respect to any such Service Areas.

15

     (vi) Upon any termination/cancellation of the Publishing Agreement pursuant to Sections 6.1(a), 6.2(a) or 6.2(c) thereof, this Branding Agreement shall terminate/cancel in its entirety.

     (vii) Upon any termination/cancellation of the Publishing Agreement pursuant to Sections 6.1(b), 6.2(b) or 6.2(d) thereof, this Branding Agreement shall terminate/cancel with respect to the applicable Service Area.

     (viii) If Licensor or its Affiliates cease providing service in a Service Area pursuant to the terms of Section 3.8 of the Publishing Agreement, the Branding Agreement shall terminate/cancel with respect to such Service Area.

     12. Effect of Termination/Cancellation/Expiration. Upon any termination, cancellation or expiration of this Branding Agreement or of the License, all rights of Licensee, Licensee’s Subsidiaries and any authorized sublicensees to use the applicable Licensed Marks in the manner provided for in this Branding Agreement shall revert automatically to Licensor, and Licensee, Licensee’s Subsidiaries and all authorized sublicensees shall immediately discontinue all use of the applicable Licensed Marks and shall, at Licensee’s discretion, destroy or deliver to Licensor all materials bearing the applicable Licensed Marks; provided that any print directory products for which production has been completed prior to the date of termination, and which cannot be reasonably modified to delete the applicable Licensed Marks therefrom, may be distributed by Licensee, its Subsidiaries and all authorized sublicensees pursuant to the terms and conditions of this Branding Agreement.

     13. Specific Performance. The Parties acknowledge and agree that Licensor would be irreparably damaged in the event any of the provisions of this Branding Agreement or any sublicense are not fully performed by Licensee or its Subsidiaries or sublicensees in accordance with their specific terms or are otherwise breached by the Licensee or its Subsidiaries or sublicensees and that in such event money damages would be an inadequate remedy for Licensor. Accordingly, Licensee, on behalf of itself and on behalf of Licensee’s Subsidiaries and sublicensees hereby agrees that the Licensor shall be entitled to seek an immediate injunction to prevent any breaches, including anticipatory or further breaches, of the provisions of this Branding Agreement and any sublicense and to enforce specifically the terms and provisions hereof in any action instituted in any federal, state or foreign court having jurisdiction, in addition to any other remedy to which the Licensor may be entitled at law or in equity. It is understood between the Parties that, in addition to the injunctive relief mentioned above, the Licensor shall be entitled to any other relief which may be deemed proper and customary, whether at law or in equity, as of the time such relief is sought, subject to the limitations and restrictions, if any, set forth in this Branding Agreement.

     14. Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury. This Branding Agreement shall be governed by and construed in accordance with the

16

substantive laws of the State of New York, without regard to the principles of conflict of law thereof. Each of the Parties (i) consents to submit itself to the personal jurisdiction of any Federal court located in the State of New York or any New York state court in connection with any dispute that arises out of this Branding Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (iii) agrees that it will not bring any action relating to this Branding Agreement or any of the transactions contemplated hereby in any court other than a Federal court sitting in the State of New York or a New York state court. Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Branding Agreement or any transaction contemplated hereby.

     15. Severability. If the application of any one or more of the provisions of this Branding Agreement shall be unlawful under applicable law and regulation, then the Parties will attempt in good faith to make such alternative arrangements as may be legally permissible and which carry out as nearly as practicable the terms of this Branding Agreement. Should any portion of this Branding Agreement be deemed to be unenforceable by a court of competent jurisdiction, the remaining portion hereof shall remain unaffected and be interpreted as if such unenforceable portion were initially deleted.

     16. Successors and Assigns. This Branding Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. Notwithstanding anything to the contrary, Licensee may, upon prior notice to Licensor: (i) assign, without the consent of Licensor, any of the rights and obligations hereunder to any Affiliate of Licensee that is actually conducting the Business of Licensee, provided that such Affiliate agrees in writing to be bound by the terms and conditions of this Branding Agreement; or (ii) assign, without the consent of Licensor, any of its rights and obligations hereunder to a third party in connection with a sale of all or substantially all of the Business of Licensee and Licensee’s Subsidiaries (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise) in the Territory, provided that such third party agrees in writing to be bound by the terms and conditions of this Branding Agreement. This Branding Agreement shall be freely assignable and transferable by Licensor to its Affiliates, any assignee of the Licensed Marks or any successor in interest of Licensor.

     17. Further Assurances. The Parties shall do and perform or cause to be done and performed all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments or documents, as the other Party may reasonably request in order to carry out the intent and purposes of this Branding Agreement.

17

     18. Notice. All notices and other communications under this Branding Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, delivery charges prepaid, or five (5) Business Days after being sent by registered or certified mail (return receipt requested), postage prepaid, or three (3) Business Days after being sent by an internationally recognized express courier service, postage or delivery charges prepaid, to the Parties at their respective addresses stated on Schedule 18. Notices may also be given by facsimile and shall be effective on the date transmitted if confirmed within twenty-four (24) hours thereafter by a signed original sent in the manner provided in the preceding sentence. Any Party may change its address for notice and the address to which copies must be sent by giving notice of the new address to the other Party in accordance with this Section 18, except that any notice of such change of address shall not be effective unless and until received.

     19. Amendment; Waiver. This Branding Agreement may be amended only by agreement in writing of all Parties. No waiver of any breach of, or default under, this Branding Agreement shall constitute a waiver of any other breach of, or default under, this Branding Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the Party waiving the breach or default.

     20. Entire Agreement. This Branding Agreement and the Schedules attached hereto contain the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior understandings and agreements of the Parties with respect thereto.

     21. Headings. All captions and headings in this Branding Agreement are for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

     22. No Agency. Nothing herein shall be construed as creating any agency, partnership or other form of joint enterprise between Licensor and Licensee.

     23. Survival. The provisions of Sections 1, 3, 4, 5, 7, 8, 9, and 11 through 26 shall survive the termination, cancellation or expiration of this Branding Agreement and continue in full force and effect thereafter.

     24. Negation of Other Rights and Licenses. Except and only to the extent expressly set forth in Section 2 of this Branding Agreement, or as expressly set forth in the Related Agreements, Licensee, on behalf of itself and its sublicensees, agrees that no other rights or licenses, express or implied, are granted under any other intellectual property rights of Licensor or its Affiliates.

     25. Counterparts; Facsimile. This Branding Agreement may be signed and delivered either originally or by facsimile, and in one or more counterparts, each of which

18

shall be deemed an original, but all of which together shall constitute one and the same instrument.

     26. Usage. All terms defined herein have the meanings assigned to them herein for all purposes, and such meanings are equally applicable to both the singular and plural forms of the terms defined. “Include,” “includes” and “including” shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing, lithography and other means of reproducing words in a visible form. Any instrument defined or referred to herein means such instrument as from time to time amended, modified or supplemented, including by waiver or consent and includes references to all attachments thereto and instruments incorporated therein. References to a Person are, unless the context otherwise requires, also to its successors and assigns. Any term defined herein by reference to any instrument has such meaning whether or not such instrument or Law is in effect. “Shall” and “will” have equal force and effect. “Hereof,” “herein,” “hereunder” and comparable terms refer to the entire instrument in which such terms are used and not to any particular article, section or other subdivision thereof or attachment thereto. References in an instrument to “Section” or another subdivision or to an attachment are, unless the context otherwise requires, to a section or subdivision of or an attachment to such instrument. References to any gender include, unless the context otherwise requires, references to all genders, and references to the singular include, unless the context otherwise requires, references to the plural and vice versa.

[Signature Page Follows]

19

     IN WITNESS WHEREOF, each of the Parties has caused this Branding Agreement to be executed in duplicate originals by its duly authorized representatives as of the date first above written.

FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Shirley J. Linn
	Name:	Shirley J. Linn
	Title:	Executive Vice President
IDEARC MEDIA CORP.
By:	/s/ Frank P. [illegible]
	Name:
	Title:

Explanatory Note Regarding Schedules

The following schedules were omitted pursuant to Item 601 (b)(2) of Regulation S-K. FairPoint agrees to furnish a copy of the omitted schedules to the SEC upon request.

Branding Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Idearc Media Corp.

• Schedule A – Licensed Marks

• Schedule B – Brand Identity Guidelines

• Schedule 4 A – List of Licensor Representatives

• Schedule 4 (C) – Standards and Ethics

• Schedule 18 – Notices

EX-2.5

Exhibit 2.5

NON-COMPETITION AGREEMENT

     This Non-Competition Agreement (this “Agreement”) is entered into as of March 31, 2008 between Idearc Media Corp., a Delaware corporation (“Publisher”), and Northern New England Spinco Inc., a Delaware corporation (“Spinco”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms the Publishing Agreement (as defined below).

RECITALS

     WHEREAS, Verizon Communications Inc. (“Verizon”), Spinco’s ultimate parent company, and Spinco have entered into a Distribution Agreement, dated as of January 15, 2007 (the “Distribution Agreement”), pursuant to which (i) Verizon shall separate the Spinco Assets (as defined in the Distribution Agreement) from the Verizon Assets (as defined in the Distribution Agreement) and (ii) Verizon shall distribute all of the issued and outstanding shares of Spinco Common Stock to Verizon’s stockholders (the “Distribution”);

     WHEREAS, Spinco and FairPoint Communications, Inc. (“Buyer”) have entered into an Agreement and Plan of Merger, dated as of January 15, 2007 (the “Merger Agreement”), pursuant to which Buyer will merge with and into Spinco (the “Merger”) immediately after the consummation of the Distribution;

     WHEREAS, Publisher and Verizon, are parties to a Non-Competition Agreement, dated as of November 17, 2006 (the “Verizon Non-Competition Agreement”), Section 2.2(b) of which provides, among other things, that in the event Verizon ceases to provide local telephone service in all or a portion of one or more certain geographic areas (the “Verizon Service Areas”), Verizon shall, subject to certain conditions, require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, an agreement substantially similar to the Verizon Non-Competition Agreement that relates to the relevant Verizon Service Areas;

     WHEREAS, as a result of the Distribution and the Merger, Verizon will cease to provide local telephone service in the Service Areas, which are Verizon Service Areas, and, therefore, in accordance with Section 2.2(b) of the Verizon Non-Competition Agreement, Spinco, as the acquirer of the access lines with which Verizon provides such service, and Publisher have agreed to enter into this Agreement;

     WHEREAS, in connection with the transactions contemplated by the Distribution Agreement, Publisher, Spinco and certain of Spinco’s Affiliates are, concurrently with the execution of this Agreement, entering the Publishing Agreement (the “Publishing Agreement”), pursuant to which Spinco is, among other things, designating Publisher as

its exclusive official publisher of Directory Products within certain of its Service Areas, subject to the terms and conditions set forth therein;

     WHEREAS, in connection with the transactions contemplated by the Distribution Agreement and the Publishing Agreement, Spinco has agreed to certain non-competition and non-solicitation covenants, as set forth in this Agreement;

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, the Parties, intending to be legally bound, agree as follows:

ARTICLE I
DEFINITIONS

     Section 1.1 General Rules of Construction. For all purposes of this Agreement: (i) the terms defined in this Agreement include the plural as well as the singular; (ii) all references in this Agreement to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of the body of this Agreement; (iii) pronouns of either gender or neuter include, as appropriate, the other pronoun forms; (iv) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (v) “or” is not exclusive; (vi) “including” and “includes” shall be deemed to be followed by “but not limited to” and “but is not limited to,” respectively; (vii) any definition of or reference to any law, agreement, instrument or other document herein shall be construed as referring to such law, agreement, instrument or other document as from time to time amended, supplemented or otherwise modified; and (viii) any definition of or reference to any statute shall be construed as referring also to any rules and regulations promulgated thereunder.

     Section 1.2 Definitions. The following definitions shall apply within this Agreement.

     “Affiliate” has the meaning set forth in the Publishing Agreement.

     “Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

     “Branding Agreement” means the Branding Agreement, dated as of the date hereof, between Buyer and Publisher.

2

     “Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New York are authorized or obligated by law or executive order to close.

     “Buyer” has the meaning set forth in the second recital of this Agreement

     “Covenant Cure Period” has the meaning set forth in Section 3.2.

     “Directory Product” means a telephone directory product or service consisting principally of searchable (e.g., by alphabet letter or category of products or services) multiple landline telephone listings and classified advertisements that is delivered or otherwise made available to end users in tangible media (e.g., paper directories, CD-ROM), or digital media (e.g., PDA download but only downloads of a complete directory product that is otherwise published in tangible media) but shall not include any of the foregoing products or service made available or delivered by electronic media (e.g., Internet, CATV, satellite, broadcasting).

     “Distribution Agreement” has the meaning set forth in the first recital of this Agreement.

     “Excluded Affiliates” means any entity as to which Spinco does not directly or indirectly possess the sole legal or contractual right to cause such entity to enter into contractual arrangements (it being understood that no wholly owned subsidiary of Spinco shall be an Excluded Affiliate); provided that any such entity shall cease to be an Excluded Affiliate if, when and for so long as Spinco obtains the sole legal or contractual right to cause such entity to enter into contractual arrangements.

     “Internet” means the collection of computer and telecommunications facilities, including equipment and operating software, which comprise the interconnected world-wide network of networks that employ the “transmission control protocol/internet protocol,” or any predecessor or successor protocols to such protocol, and includes the world wide web.

     “Internet Services” has the meaning set forth in the Branding Agreement.

     “Law” means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

3

     “Material Default” means, with respect to either Party, a breach of any material term, condition, covenant or obligation of this Agreement that is so material and continuing that it has the effect of abrogating such Party’s performance and the other Party’s enjoyment of the benefits under this Agreement taken as a whole, including an uncured breach by Spinco of Section 2.2(a).

     “Merger” has the meaning set forth in first recital of this Agreement.

     “Party” means each of Publisher and Spinco (collectively, the “Parties”).

     “Person” means an association, a corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization, including a Governmental Entity.

     “Publisher” has the meaning set forth in the preamble to this Agreement.

     “Publisher Parties” has the meaning set forth in the introductory paragraph of this Agreement.

     “Publishing Agreement” has the meaning set forth in the fifth recital of this Agreement.

     “Publisher Region” means the geographic area (which may not be contiguous) comprised of all of the Service Areas.

     “Remediable Breach” has the meaning set forth in Section 3.2

     “Restricted Activity Notice” has the meaning set forth in Section 3.1.

     “Spinco” has the meaning set forth in the preamble to this Agreement.

     “Spinco Restricted Activities” has the meaning set forth in Section 2.1.

     “Spinco Successor” has the meaning set forth in Section 2.2 (a).

     “Verizon” has the meaning set forth in first recital of this Agreement.

4

     “Voice Portal Directory” means a telephone directory product or service that the user accesses through an interactive voice portal.

ARTICLE II
SPINCO NON-COMPETITION COVENANTS

     Section 2.1 Restrictions. Subject to the exclusions, exceptions and limitations expressly set forth in this Agreement, Spinco agrees that it and its Affiliates (other than the Excluded Affiliates) (i) shall not, (ii) shall not act as a sales agent on behalf of a third Person in order to, or (iii) shall not enter into a joint venture, strategic alliance, product bundling, revenue sharing or similar arrangement with a third Person a purpose of which is to (or subsequently vote in favor of or give its consent to any modification of any such arrangement a primary purpose of which is to), publish, market, sell or distribute any Directory Products that (A) consist principally of listings and classified advertisements of subscribers in the Publisher Region and (B) are directed primarily at end users in the Publisher Region (“Spinco Restricted Activities”); provided, however, that if the Publishing Agreement is terminated with respect to any Service Area(s) (thereby causing the definition of Publisher Region to exclude such Service Area(s)), the obligations and restrictions of this Section 2.1 shall no longer apply with respect to such Service Area(s), without limiting the continued application of such obligations and restrictions with respect to the remaining Service Areas.

     Section 2.2 Successor Restrictions.

     (a) Subject to the exclusions, exceptions and limitations expressly set forth in this Agreement, following a Change of Control of Spinco whereby Spinco is no longer directly bound as a Party to this Agreement (e.g., because the Change of Control is a sale or transfer of assets or is the result of a transaction pursuant to which the successor, surviving or acquiring entity (the “Spinco Successor”) does not automatically succeed to the obligations of Spinco by operation of law), Spinco shall require the Spinco Successor to agree in writing to assume this Agreement on substantially similar terms as are then in effect hereunder.

     (b) Subject to the exclusions, exceptions and limitations expressly set forth in this Agreement, if Spinco exits any Service Area in the Publisher Region as a result of (i) a sale, assignment or other transfer of access lines, (ii) a merger or other business combination transaction with a Person in respect of access lines, or (iii) any other agreement with any third Person pursuant to which such Person shall provide local telephone service in lieu of Spinco in such Service Area (or portion thereof), and, in any of the foregoing cases, such event does not constitute a Change of Control: (A) Spinco shall, if Publisher has entered into with the acquiring Person binding agreements on terms substantially similar to the Publishing Agreement and Branding Agreement (to the extent set forth in Section 3.8(c) of the Publishing Agreement), require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, a binding agreement on terms substantially similar to this Agreement with respect to the

5

relevant Service Area(s) and (B) neither Publisher nor Spinco shall be released from its obligations under this Agreement other than with respect to such Service Area or portion thereof.

     Section 2.3 Exceptions and Limitations.

     (a) None of Spinco, the Spinco Successor or any of their respective Affiliates shall be deemed to have engaged in Spinco Restricted Activities with respect to marketing and sales by non-employee sales agents if such Person uses its commercially reasonable efforts, including establishing reasonable procedures, to restrict the activities of those of their respective agents and other distribution parties that are marketing Spinco local telephone service on an exclusive basis (e.g., the agents do not represent any other provider of local telephone service) from engaging in Spinco Restricted Activities.

     (b) Publisher acknowledges and agrees that none of Spinco, the Spinco Successor or any of their respective Affiliates (including the Excluded Affiliates) shall have any restrictions on the publication, marketing, sale or distribution of Directory Products directed principally at end-users outside the Publisher Region using any brand, other than the brands “SuperPages” or any combination mark of “SuperPages” and “Idearc” or any other brand of Publisher or its Affiliates.

     (c) Nothing contained in this Agreement shall prohibit any of Spinco, the Spinco Successor or any of their respective Affiliates (including, for the avoidance of doubt, the Excluded Affiliates) from engaging in any activity in which it is required by Law to engage in itself or through its Affiliates, including publishing or distributing White Pages to the extent permitted or required in the event of a Publishing Order, subject and pursuant to the terms and conditions of Section 3.11 of the Publishing Agreement.

     (d) Nothing contained in this Agreement shall restrict the Spinco Successor from continuing to publish, market, sell or distribute (on its own behalf or on behalf of any third Person) Directory Products in those Service Areas in the Publisher Region in which it was conducting any such business at the date of execution of the agreement(s) pursuant to which such Change of Control or disposition transaction occurs; provided, however, that the Spinco Successor: (i) may not materially expand the geographic scope of such Directory Products within such Service Area(s); and (ii) beginning with the publication of any Directory Product that is printed or otherwise distributed more than 15 months after the Change of Control or disposition transaction is consummated, the Spinco Successor may not brand any such Directory Product with the brand used by Spinco or any successor of Spinco (other than the Spinco Successor) that is an incumbent local exchange carrier in the Service Areas in its capacity as the incumbent local exchange carrier in the Service Area(s) covered by such Directory Product.

     (e) Nothing contained in this Agreement shall prohibit Spinco or any its Affiliates from acting as a sales agent or entering into a joint venture, strategic alliance, product bundling, revenue sharing or similar relationship with an entity that is engaged in a Spinco Restricted Activity so long as Spinco or such Affiliate (it being understood that

6

no Person with which Spinco or any of its Affiliates enters into any relationship contemplated by this Section 2.3(e) shall be considered an Affiliate of Spinco or any of its Affiliates) is not itself engaged in any activity in connection with such relationship that is a Spinco Restricted Activity.

     (f) Nothing contained in this Agreement shall prohibit Spinco or any of its Affiliates from distributing in any Service Area a de minimis number of telephone directories that cover a geographic area that does not include such Service Area.

     (g) Nothing contained in this Agreement shall prohibit Spinco or any of its Affiliates from providing, directly or indirectly, products and services of any kind, delivered or accessed through the internet, over the telephone network, via CATV system or any other similar methods of transmission, including products or services that are available or accessible in the Publisher Region that contain searchable (e.g., by alphabet letter or category) multiple telephone listings and classified advertisements of Persons doing business and located in the Publisher Region.

     (h) Nothing contained in this Agreement shall prohibit Spinco or any of its Affiliates from providing any tangible or intangible telephone directory product consisting principally of searchable (e.g., by alphabet letter or category of products or services) multiple wireless or mobile telephone listings and classified advertisements.

     (i) Nothing contained in this Agreement shall prohibit Spinco or any of its Affiliates from providing any “411” or similar service that delivers information in the form of a voice response (live or automated), text message, web page link or download to a wireless or mobile telephone in response to a user-initiated request.

     (j) The restrictions in Section 2.1 shall cease to apply to any Affiliate of Spinco at such time as such Affiliate is no longer an Affiliate of Spinco or any successor of Spinco.

     (k) Nothing contained in this Agreement shall prohibit any of Spinco, the Spinco Successor or any of their respective Affiliates from holding and making passive investments in securities of any Person whose securities are publicly traded in a generally recognized market, provided that the equity interest of Spinco, the Spinco Successor or such Affiliate therein does not exceed 40% of the outstanding shares or interests in such Person and Spinco, the Spinco Successor or such Affiliate does not have effective control of management or policies of such Person.

     (l) Publisher acknowledges and agrees that none of Spinco, the Spinco Successor or any of their respective Affiliates shall be under any restrictions with respect to any Voice Portal Directory.

     (m) Nothing contained in this Agreement shall restrict Spinco from making an acquisition of any business that engages in activities that would, if engaged in by Spinco, constitute a violation of the restrictions contained in this Article II, so long as such activities account for less than 20% of the revenues of such business and, within two years of the date of such acquisition, Spinco disposes of (including by means of a

7

distribution to its stockholders or placing such business in trust for sale to a third-party) or otherwise ceases, and causes its Affiliates to cease, to engage in such activities, but only to the extent conducted in the Service Areas.

     (n) Nothing contained in this Agreement shall prohibit any Excluded Affiliate from providing any product or services of any kind or nature, including products or services that would otherwise constitute Spinco Restricted Activities.

ARTICLE III

DISPUTE RESOLUTION

     Section 3.1 Notice. Publisher shall promptly notify Spinco of any activity it believes violates or will violate any of its rights under Article II (a “Restricted Activity Notice”), which Restricted Activity Notice shall indicate whether Publisher reasonably believes the alleged or threatened breach is capable of cure. Spinco shall respond in writing within 15 Business Days to any Restricted Activity Notice it receives, describing any objection to the assertions set forth in such Restricted Activity Notice or, if such matters are not objected to, describing its intentions regarding the cure of such violation(s).

     Section 3.2 Cure. If a breach or threatened breach of Spinco’s obligations under Article II is capable of cure (a “Remediable Breach”), Spinco shall have 90 days after its receipt of a Restricted Activity Notice with respect to such Remediable Breach to cure such Remediable Breach (“Covenant Cure Period”); provided, however, that such Covenant Cure Period shall be extended for such additional period of time as shall be reasonably necessary to permit Spinco to cure or cause to be cured such Remediable Breach if such Remediable Breach has not been remedied within the initial Covenant Cure Period, so long as during the initial Covenant Cure Period Spinco diligently endeavors to cure or cause to be cured such Remediable Breach, and if such extension would not reasonably be expected to have a material adverse effect on Publisher. If the existence of a Remediable Breach is disputed in good faith and a timely manner, but it is then determined pursuant to Section 3.3 that such Remediable Breach exists, Spinco shall then have 60 days from the date of such determination (or such longer period as may be reasonably necessary to cure or caused to be cured such Remediable Breach as may be permitted on the same terms and conditions set forth in the proviso to the preceding sentence) to cure or caused to be cured such Remediable Breach.

     Section 3.3 Escalation. If there is any continuing objection or dispute in connection with a Restricted Activity Notice following the Covenant Cure Period, if applicable, the Parties shall refer such dispute to a senior executive officer of each of Spinco and Publisher, who shall for 15 Business Days attempt in good faith to resolve such dispute and determine the appropriate remedial action.

8

ARTICLE IV
REMEDIES AND ENFORCEMENT

     Section 4.1 Injunctive Relief. Spinco recognizes and agrees that a breach or threatened breach of any of its obligations under Article II would cause irreparable harm to Publisher and its Affiliates, that Publisher’s remedies at law in the event of such breach or threatened breach would be inadequate. Accordingly, if Spinco fails to cure or cause to be cured any breach or threatened breach after notice thereof and, if applicable, expiration of the Covenant Cure Period (and any extension thereof as contemplated by Section 3.2), a restraining order or injunction or both may be issued against Spinco, in addition to, and not in lieu of, any other right or remedy that may be available to Publisher, without posting any bond or other form of security and without the necessity of proving actual damages. In connection with any such action or proceeding for injunctive relief, Spinco hereby agrees, to the maximum extent permitted by law, to have each provision of this Section 4.1 specifically enforced against it, and consents to the entry of injunctive relief against it, enforcing or restraining any breach or threatened breach of its obligations under this Agreement.

     Section 4.2 Term and Termination.

     (a) This Agreement shall become effective at the Effective Time and remain in effect until November 17, 2036, unless earlier terminated in whole or in part as provided herein.

     (b) If the Publishing Agreement is terminated in accordance with its terms, either Party may terminate this Agreement immediately.

     (c) If the Publishing Agreement is terminated with respect to one or more Service Areas pursuant to any of the provisions of Section 6.2 thereof, Spinco may terminate the restrictions under Article II with respect to such Service Area(s).

     (d) If the Branding Agreement is terminated with respect to one or more Service Areas pursuant to Section 11(c)(v) thereof, Spinco may terminate the restrictions under Article II with respect to such Service Area(s).

     Section 4.3 Acknowledgments. Spinco expressly agrees that the duration, scope and geographic area of the restrictions set forth in each of Article II are reasonable. Spinco acknowledges and agrees that the covenants and restrictions above are necessary, fundamental and required for the protection of Publisher’s business, that such covenants and restrictions relate to matters that are of a special, unique and extraordinary value and that the Parties would not enter into the Distribution Agreement or the Publishing Agreement, or the transactions contemplated thereby, without the protection provided by this Agreement.

     Section 4.4 Enforcement. The covenants set forth in Article II shall be construed as divided in separate and distinct covenants with respect to each jurisdiction. If any provision or covenant in this Agreement is more restrictive than permitted by the laws of any jurisdiction in which either Party seeks enforcement hereof, such provision shall be

9

limited to the extent required to permit enforcement under such laws. If, in any proceeding, a court or arbitral panel refuses to enforce any of the separate covenants contained herein, then such unenforceable covenant shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced. If the provisions of this Agreement are ever deemed to exceed the duration, geographical limitations or scope permitted by applicable law, then such provisions shall be reformed to the maximum time or geographic limitations in scope, as the case may be, permitted by applicable law.

ARTICLE V
MISCELLANEOUS

     Section 5.1 Confidentiality. Each Party may disclose to the other Confidential Information. Each Party agrees to keep Confidential Information of the other Party confidential, and not to disclose such information to any third Party, except to those of its employees, subcontractors, consultants and agents with a need to know such Confidential Information solely for the purpose of performing the receiving Party’s obligations under this Agreement and the other Commercial Agreements and as otherwise permitted under this Agreement and the other Commercial Agreements; provided, that any such employees, subcontractors, consultants or agents shall first be informed by the recipient Party of the confidential nature of the Confidential Information and agree to be bound by confidentiality terms no less restrictive than those set forth herein. The recipient of Confidential Information may use the Confidential Information and make copies of Confidential Information only as reasonably necessary to perform its obligations under this Agreement and the other Commercial Agreements and as otherwise permitted under this Agreement and the other Commercial Agreements. All such copies will be subject to the same restrictions and protections as the original. Each Party will safeguard such Confidential Information from unauthorized use or disclosure with at least the same degree of care with which the recipient Party safeguards its own Confidential Information. The recipient Party will be responsible for any breach of the obligations set forth herein by the recipient’s employees, subcontractors, consultants or agents. Confidential Information belonging to a Party that is in the possession of the other Party will be returned, or destroyed at the disclosing Party’s request, within 30 days after a written request is delivered to the recipient, including any copies made by the recipient Party. If either Party loses or makes an unauthorized disclosure of the other Party’s Confidential Information, it will notify such other Party immediately and use commercially reasonable efforts to retrieve the lost or wrongfully disclosed information. A Party may disclose Confidential Information which is required to be disclosed by law, a court of competent jurisdiction or governmental or administrative agency so long as the disclosing Party has been notified of the requirement promptly after the receiving Party becomes aware of the requirement and so long as the receiving Party undertakes all lawful measures to avoid disclosing such information until the disclosing Party has had reasonable time to seek a protective order and complies with any protective order that covers the Confidential Information to be disclosed.

10

     Section 5.2 Further Assurances. Each Party shall take such other actions as any other Party may reasonably request or as may be necessary or appropriate to consummate or implement the transactions contemplated by this Agreement or to evidence such events or matters.

     Section 5.3 No Agency. Nothing in this Agreement, and no action of or inaction by any of the Parties, shall be deemed or construed to constitute an agency relationship between the Parties. Each Party is acting independently of the other and neither Party has the authority to act on behalf of or bind the other Party.

     Section 5.4 Governing Law; Service of Process; Jurisdiction. This Agreement and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws rules thereof to the extent such rules would require the application of the law of another jurisdiction. The state or federal courts located within the City of New York shall have exclusive jurisdiction over any and all disputes between the parties hereto, whether in law or equity, arising out of or relating to this agreement and the agreements, instruments and documents contemplated hereby and the parties consent to and agree to submit to the exclusive jurisdiction of such courts. Each of the Parties hereby waives and agrees not to assert in any such dispute, to the fullest extent permitted by applicable law, any claim that (i) such Party is not personally subject to the jurisdiction of such courts, (ii) such party and such Party’s property is immune from any legal process issued by such courts or (iii) any litigation or other proceeding commenced in such courts is brought in an inconvenient forum. The Parties hereby agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 5.8, or in such other manner as may be permitted by law, shall be valid and sufficient service thereof and hereby waive any objections to service accomplished in the manner herein provided.

     Section 5.5 Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     Section 5.6 Amendments; Waivers. Except as expressly provided herein, this Agreement and any attached schedule may be amended only by agreement in writing of all Parties. No waiver of any provision nor consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by all Parties and then only to the specific purpose, extent and instance so provided. No failure on the part of any Party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof, nor shall any single or partial exercise preclude any further or other exercise of such or any other right.

11

     Section 5.7 No Assignment. Neither this Agreement nor any rights or obligations hereunder are assignable by one Party without the express prior written consent of the other Party; provided, however, that:

     (i) either Party may assign this Agreement upon written notice to the other Party to any of its Affiliates without the consent of the other Party if the assigning Party requires such Affiliate to agree in writing to assume this Agreement and the assigning Party remains liable for its obligations under each such agreement;

     (ii) a Change of Control of either Party shall not be deemed to be an assignment of this Agreement, provided that if the relevant Party is no longer directly bound as a Party to this Agreement (e.g., because the Change of Control is a sale or transfer of assets or is the result of a transaction pursuant to which the successor, surviving or acquiring entity does not automatically succeed to the obligations of such Party by operation of law), the successor, surviving or acquiring entity shall agree in writing (in form and substance reasonably satisfactory to the other Party) to assume this Agreement; and

     (iii) Publisher may assign this Agreement as to the Primary Directories with respect to any Service Areas to any Person (other than an Affiliate of Publisher), provided that such Person shall agree in writing (in form and substance reasonably satisfactory to Spinco) to assume this Agreement to the extent of the relevant Service Area(s) and Spinco consents in writing to such assignment (such consent to not be unreasonably withheld).

     Section 5.8 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given: (i) immediately when personally delivered; (ii) when received by first class mail, return receipt requested; (iii) one day after being sent by Federal Express or other overnight delivery service; or (iv) when receipt is acknowledged, either electronically or otherwise, if sent by facsimile, telecopy or other electronic transmission device. Notices, demands and communications to the other Party shall, unless another address is specified by such Party in writing, be sent to the address indicated on Schedule 5.8, as such Schedule may be amended with respect to a party from time to time by such party by written notice to the other party.

     Section 5.9 Entire Agreement. This Agreement, including any schedules attached hereto, and the Commercial Agreements constitute the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection therewith.

     Section 5.10 Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, to achieve the intent of the Parties. All other provisions of this Agreement shall be deemed valid and enforceable to the extent possible.

12

     Section 5.11 Headings. The descriptive headings of the Articles, Sections and subsections of this Agreement are for convenience only and do not constitute a part of this Agreement.

     Section 5.12 Counterparts. This Agreement and any amendment hereto or any other agreement delivered pursuant hereto may be executed in one or more counterparts and by different Parties in separate counterparts. All counterparts shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party.

     Section 5.13 Successors and Assigns; No Third Party Beneficiaries. This Agreement is binding upon and shall inure to the benefit of each Party and their respective successors or assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person or Governmental Entity any rights or remedies of any nature whatsoever under or by reason of this Agreement.

     Section 5.14 Representation by Counsel; Interpretation. Each Party acknowledges that it has been represented by counsel in connection with this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the Parties.

[Signature Page Follows]

13

     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.

NORTHERN NEW ENGLAND SPINCO INC.
By:	/s/ Stephen E. Smith
	Name:	STEPHEN E. SMITH
	Title:	VICE PRESIDENT
IDEARC MEDIA CORP.
By:	/s/ Frank P. [illegible]
	Name:
	Title:

Explanatory Note Regarding Schedules

The following schedule was omitted pursuant to Item 601 (b)(2) of Regulation S-K. FairPoint agrees to furnish a copy of the omitted schedule to the SEC upon request.

Non-Competition Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Idearc Media Corp.

• Schedule 5.8 – Notices

EX-2.6

Exhibit 2.6

LISTINGS LICENSE AGREEMENT

     This Listing License Agreement (this “Agreement”) is entered into as of March 31, 2008, but shall not be effective until the Effective Time (as defined in the Publishing Agreement (as defined below)), among Idearc Media Corp. (“Idearc”), Northern New England Spinco Inc. (“Spinco”), Northern New England Telephone Operations LLC (“Telco”) and Telephone Operating Company of Vermont LLC (“VT LLC” and together with Telco, the “TOCs”).

     WHEREAS, the TOCs are in the business of offering and providing local telephone service in certain areas, and have certain listing information with respect to telephone subscribers in such areas;

     WHEREAS, Idearc is in the business of publishing telephone, yellow page and internet directories;

     WHEREAS, concurrently herewith, the TOCs and Idearc are entering into a Publishing Agreement (the “Publishing Agreement”) pursuant to which Idearc shall publish certain telephone directories, yellow page directories and related publications on behalf of the TOCs (the “Directories”); and

     WHEREAS, pursuant to the terms of this Agreement, Idearc desires to license such listing information to enable Idearc to publish its directories, including without limitation, the Directories, and the TOCs are willing to grant such license to Idearc.

          NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and in the Publishing Agreement, the parties agree as follows:

ARTICLE 1
DEFINITIONS

     The following terms as used herein have the following meanings.

          1.1 “Bankruptcy”, with respect to any party to this Agreement, shall be deemed to have occurred (i) if any proceedings are initiated by or against it under any law relating to the relief or reorganization of debtors, which in the case of an involuntary proceeding is not dismissed within one hundred twenty (120) days after filing, or (ii) upon the appointment of any receiver or trustee to take possession of its properties, any assignment for the benefit of its creditors, or any other similar action by or on behalf of its creditors that is not vacated or stayed within ninety (90) days of such appointment or action.

          1.2 “Listing Information” means the TOCs’ data, as modified from time to time, containing the listed name, address, telephone number, and, if available, yellow pages heading assigned at the time of initiation of telephone service (as well as additional information, including service address, that is made available by the TOCs) for the TOCs subscribers and for subscribers of Other Telecommunications Providers that the TOCs are authorized to license.

          1.3 “Listing Information Products” means the products offered by the TOCs as described on Exhibit A, and as modified by the TOCs from time to time.

          1.4 “Non-Listed Subscribers” means subscribers of the TOCs and of Other Telecommunications Providers that the TOCs are authorized to license who have indicated to the TOCs and Other Telecommunications Providers that their listing information is not to be published in any telephone directory and/or shall not be listed in the TOCs’ directory assistance records.

          1.5 “Other Telecommunications Providers” means providers or resellers of intraLata local exchange services.

          1.6 “Term” means the term of this Agreement as provided in Section 8 hereof.

ARTICLE 2
GRANT OF LICENSE

          2.1 License Grant. The TOCs hereby grant to Idearc a worldwide, nonexclusive license, without the right to grant sublicenses, to: (a) use, store, copy, display, enhance and modify the Listing Information, append other information to the Listing Information and distribute and transmit the Listing Information, in each case, other than Non-Listed Subscribers, solely for the purpose of publishing and distributing directories in any format, including print and electronic formats, and for soliciting advertising and listings for such directories. In addition, Idearc may provide a copy of the Listing Information, other than Non-Listed Subscribers, to its affiliates and contractors for the purpose of testing, developing, and publishing such directories. Notwithstanding anything to the contrary, (a) the foregoing license is granted without limit as to the number of times that the Listing Information can be used by Idearc; and (b) Idearc shall be entitled to make unlimited distribution of the directories that it publishes.

          2.2 Non-Listed Information. The license granted hereunder for Non-Listed Subscriber information is only to help ensure that Non-Listed Subscriber information is not published in any directory or used for any other purpose.

          2.3 Limitations. In no event may the Listing Information be used for any purpose except as expressly set forth herein, including, but not limited to, for any voice or automated voice directory assistance product or service, without the TOCs’ prior written consent. Idearc shall have no right to sell or sublicense Listing Information received pursuant to this Agreement to any third party without the prior written consent of the TOCs.

          2.4 No Exclusivity. Nothing in this Agreement shall be construed as granting Idearc any exclusive right to the Listing Information, and the TOCs are free at any time to grant similar licenses to others under terms and conditions as the TOCs, in their sole discretion, may determine.

2

ARTICLE 3
LISTING INFORMATION PRODUCTS

          3.1 Product Ordering. Idearc shall order all Listing Information Products from the TOCs using the request form provided by the TOCs. Upon receiving a properly completed request form, the TOCs shall furnish to Idearc the Listing Information Products indicated on such form by the date requested on such form, provided that, the TOCs must receive requests at least thirty (30) days prior to the date Idearc desires to receive the Listing Information Products. Idearc must make requests for changes in the Listing Information Products being received by Idearc on a properly completed request form delivered to the TOCs at least thirty (30) days prior to the desired date of the change.

          3.2 Order Details. Idearc must make requests for Listing Information by NPA/NXX combination or other geographic location identifier agreeable to the TOCs. Idearc may request selected Listing Information, to the extent reasonably available to the TOCs (e.g., business only, residential only, government only, new installations or any combination thereof). The TOCs will use reasonable efforts to accommodate requests that the Listing Information provided exclude certain listings, such as data or fax line listings, when feasible.

          3.3 System and Product Changes. The TOCs may make changes to the Listing Information Products in their sole discretion; and will use good faith efforts to provide Idearc one hundred eighty (180) days prior notice of any such change, but shall in any event provide a minimum of ninety (90) days notice. The TOCs will provide Idearc with advance notification of service order change initiatives, changes to list management systems and listings handling procedures, and systems functionality changes and initiatives affecting listings. The TOCs will use good faith efforts to provide one hundred eighty (180) days prior notice to Idearc of any such change, but shall in any event provide a minimum of ninety (90) days advance notification of any such changes that may affect Idearc’s handling or use of the Listing Information and a reasonable amount of advance notification of all other such changes. The TOCs will designate a representative qualified in service order activity, listings management systems and listings handling procedures to collaborate with Idearc on issues and requirements relating to such initiatives and changes.

          3.4 Directory Copies. Idearc will furnish to the TOCs three (3) copies of each edition of each printed, CD-ROM and other format Directory published by Idearc within thirty (30) days of publication.

ARTICLE 4
LICENSE FEES AND TAXES

          4.1 License Fees. Idearc will pay to the TOCs the license fees listed on Exhibit B. The TOCs will render invoices as indicated on Exhibit B. The TOCs reserve the right to change the fees set forth on Exhibit B at any time during the Term on ninety (90) days advance notice to Idearc.

          4.2 Payment. Invoices will be due and payable to the TOCs thirty (30) days after receipt by Idearc. On any amounts not paid by Idearc within such thirty (30) day period

3

and which are not the subject of a bona fide dispute, the TOCs may charge interest at a rate not to exceed 18% per annum or the highest rate permitted by law, whichever is lower.

          4.3 Disputes Regarding Invoices. In the event that Idearc in good faith disputes an invoice submitted by the TOCs, Idearc may withhold payment of any amount subject to the dispute; provided, however, that (i) Idearc shall continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) the TOCs shall continue to perform their obligations hereunder. In the event of a dispute regarding the amount of any invoice, the parties shall use all reasonable efforts to resolve such dispute within thirty (30) days after Idearc provides written notification of such dispute to the TOCs. Each party shall provide full supporting documentation concerning any disputed amount or invoice within thirty (30) days after written notification of the dispute.

ARTICLE 5
PROPRIETARY RIGHTS; CONFIDENTIALITY

          5.1 Ownership. As between Idearc and the TOCs, all copyrights and other intellectual property rights in the Listing Information shall be the sole and exclusive property of the TOCs. As between Idearc and the TOCs, all copyrights and other intellectual property rights in (i) any derivative works of the Listing Information made by Idearc; and (ii) any data Idearc appends to the Listing Information shall be the sole and exclusive property of Idearc.

          5.2 Third Party Use. Idearc will not permit anyone other than its duly authorized employees and agents to inspect or use the Listing Information. Idearc agrees to use commercially reasonable security measures to prevent bulk copying or downloading of the Listing Information by unauthorized third parties and to prevent any other unauthorized use of the Listing Information. Any unauthorized use or disclosure of the Listing Information by Idearc shall be deemed to be a material breach of the Agreement.

          5.3 Legal Requirements. Idearc will adhere to all legal requirements with respect to the privacy and security of the Listing Information. Idearc shall also adhere to all regulatory requirements with respect to the privacy and security of the Listing Information of which the TOCs has given Idearc written notice. Idearc further agrees to remove from its compilation and not publish in any future directories any such listings that Idearc has been advised are, or have become, Listing Information for Non-Listed Subscribers in the records of the TOCs.

          5.4 Confidentiality. Idearc shall maintain in confidence all Listing Information for Non-Listed Subscribers (“Confidential Information”) and shall not disclose such information to any third party except to those of its employees and contractors as necessary in connection with Idearc’s activities as contemplated by this Agreement. In maintaining the confidentiality of Confidential Information, Idearc shall exercise the same degree of care that it exercises with its own confidential information, and in no event less than a reasonable degree of care. Idearc shall ensure that each of its employees and contractors holds in confidence and makes no use of the Confidential Information for any purpose other than those permitted under this Agreement or otherwise required by law.

4

          5.5 Exceptions. The obligation of confidentiality contained in this Agreement shall not apply to the extent that (i) Idearc is required to disclose information by order or regulation of a governmental agency, stock exchange, or a court of competent jurisdiction; provided, however, that Idearc shall not make any such disclosure without first notifying the TOCs (when legally permissible) and allowing the TOCs a reasonable opportunity to seek injunctive relief from (or a protective order with respect to) the obligation to make such disclosure or (ii) Idearc can demonstrate that (a) the disclosed information was at the time of such disclosure to Idearc already in (or thereafter enters) the public domain other than as a result of actions of Idearc or its employees and contractors in violation hereof; or (b) the disclosed information was received by Idearc on an unrestricted basis from a source unrelated to the TOCs and not under a duty of confidentiality to the TOCs.

          5.6 Injunctive Relief. Idearc acknowledges and confirms that the Confidential Information constitutes proprietary information or trade secrets valuable to the TOCs, and that the unauthorized use, loss or outside disclosure of such Confidential Information shall be presumed to cause irreparable injury to the TOCs. Idearc acknowledges that monetary damages is not a sufficient remedy for unauthorized disclosure of Confidential Information and that the TOCs shall be entitled, without waiving other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

ARTICLE 6
WARRANTIES AND INDEMNIFICATION

          6.1 Representation and Warranty. The TOCs represent and warrant to Idearc that they are authorized to grant to Idearc the rights granted hereunder and that Idearc’s exercise of the rights granted hereunder will not infringe any copyright or, to the knowledge of the TOCs, any other proprietary right of any person or entity.

          6.2 Disclaimer/Limitation of Liability. The TOCs will use reasonable efforts to ensure the accuracy of the Listing Information and will correct inaccurate information for their subscribers at their expense promptly upon receipt of notification of any inaccuracies and provide such corrected Listing Information to Idearc with the next order by Idearc of the applicable Listing Information. NOTWITHSTANDING THE FOREGOING, ALL LISTING INFORMATION IS PROVIDED BY THE TOCS “AS IS” WITH ALL FAULTS. THE TOCS MAKE ABSOLUTELY NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER REGARDING THE COMPLETENESS OF LISTING INFORMATION OR THE TECHNICAL QUALITY OF THE DATA TRANSMISSION, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE TOCS’ LIABILITY FOR ERRORS, DEVIATIONS, OR OMISSIONS IN THE LISTING INFORMATION FURNISHED TO IDEARC, OR FOR ANY FAILURE BY THE TOCS TO DELIVER SUCH LISTING INFORMATION, SHALL BE LIMITED TO A CREDIT OR REFUND OF THE CHARGES PAID FOR THE DATA OMITTED IN ERROR, SUBJECT TO THE TOCS’ INDEMNIFICATION OBLIGATION DESCRIBED IN SECTION 6.4.

5

          6.3 Indemnification by Idearc. Idearc shall indemnify and hold harmless the TOCs and their officers, directors, shareholders, employees and contractors from and against any claims, actions, demands, suits, causes of action, losses, damages, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of any breach by Idearc of any of its obligations under this Agreement, including, but not limited to, claims made by third parties based on the disclosure or publication of Non-Listed Subscriber Information.

          6.4 Indemnification by the TOCs. The TOCs shall indemnify and hold harmless Idearc and its officers, directors, shareholders, employees and contractors from and against any Losses arising out of any breach by the TOCs of their representations and warranties under Section 6.1.

ARTICLE 7
RISK ALLOCATION

          7.1 Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR CLAIMS FOR INDEMNIFICATION OF THIRD PARTY CLAIMS UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES SUFFERED BY SUCH OTHER PARTY (INCLUDING, WITHOUT LIMITATION, DAMAGES SUFFERED FOR HARM TO BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHER PARTY TO THE EXTENT COMPRISING INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT LIABILITY, OR TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE PARTY KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT.

ARTICLE 8
TERM AND TERMINATION

          8.1 Term. This Agreement will become effective on the Effective Time, and will be coterminous with the Publishing Agreement.

          8.2 Government Approval. If under applicable law, this Agreement or notice thereof must be filed with, and/or approved by a governmental entity, including but not limited to a state public utility commission, this Agreement shall not become effective with respect to the jurisdiction having such requirements until such filing and/or approval have occurred.

          8.3 Other Termination. Either party may terminate this Agreement:

(i) On prior written notice if the other party materially breaches this Agreement and the breach continues without cure for thirty (30) days following notice of such breach; or

6

(ii) Upon the Bankruptcy or dissolution of the other party.

          8.4 Upon Termination. The rights and obligations of the TOCs and Idearc under Section 2.3, and Articles 4 — 9 hereof, and Idearc’s obligation to pay fees accrued prior to termination, will survive termination of this Agreement. Following termination of this Agreement, Idearc shall have no further rights to use the Listing Information and shall return all Listing Information to the TOCs.

ARTICLE 9
MISCELLANEOUS

     9.1 Notices. Any notice, request, demand, claim, or other communication hereunder will be deemed duly given (i) upon machine-generated confirmation of facsimile receipt, and (ii) upon receipt when sent by overnight delivery to the following addresses:

The TOCs:

FairPoint Communications, Inc.
521 E. Morehead St., Ste. 250
Charlotte, NC 28202
Facsimile: 704.344.1594
Attn: Peter G. Nixon
          Chief Operating Officer

and

FairPoint Communications, Inc.
521 E. Morehead St., Ste. 250
Charlotte, NC 28202
Facsimile: 704.344.1594
Attn: Shirley J. Linn
          Executive Vice President and General Counsel

With a copy to (which shall not constitute notice):

Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, NY 10022
Facsimile No.: (212) 230-7700
Attn: Thomas E. Kruger

Idearc:
Name: Idearc Media Corp.
Address: 2200 West Airfield Drive
               P.O. Box 619810

               D/FW Airport, Texas 75261-9810
Attn: General Counsel
Tel: (972)453-7920Fax: (972) 453-6829

7

The foregoing notice data may be changed at any time by written notice to the other party.

          9.2 Entire Agreement. This Agreement and the agreements referred to herein contain the entire understanding of the parties regarding the subject matter hereof, and supersede any and all prior written and oral communications to the extent that they related in any way to the subject matter hereof. This Agreement may not be amended or modified orally, nor any of its terms waived, except in a writing signed by duly authorized representatives of both Idearc and the TOCs.

          9.3 Compliance with Laws. Each party shall comply with all applicable federal, state, county and local laws, ordinances, regulations, rules and codes in the performance of this Agreement. This Agreement, and any amendments to this Agreement, shall be contingent on securing all necessary or applicable approvals from all appropriate regulatory agencies. Neither party shall be liable to the other for termination of this Agreement or any Listing Information Products to be provided hereunder necessitated by compliance with any law, rule, regulation or court order of a duly authorized governmental body. If a duly authorized governmental body requires the Listing Information and/or license rights granted hereunder to be provided under tariff, such tariff, when approved and effective, shall supersede the terms of this Agreement. The TOCs will promptly notify Idearc of any tariffing requirements if and when the TOCs are advised of any such tariffing requirements.

          9.4 Waiver. No failure of or delay by either party hereto in exercising any right or power hereunder will operate as a waiver thereof or of any other or subsequent right or power, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or power.

          9.5 Successors and Assigns. This Agreement will be binding upon, and shall inure to the benefit of, the TOCs and Idearc and their respective successors and permitted assigns. Neither party may assign this Agreement, in whole or in part, to any party other than (i) an affiliate that is wholly owned, directly or indirectly, by the parent company of such party, and (ii) in connection with a permitted assignment of the Publishing Agreement, and any such attempted assignment will be null and void.

          9.6 Severability. The invalidity or unenforceability of any provision hereunder will not affect the validity or enforceability of any other provision hereunder.

          9.7 Headings; Exhibits. The headings in this Agreement are for convenience only and will not be construed to define or limit any terms herein or otherwise affect the meaning or interpretation of this Agreement. All Exhibits attached hereto are herein incorporated by reference and made part of this Agreement.

8

          9.8 Counterparts. This Agreement may be executed in separate counterparts, each of which when so executed and delivered will be an original, but all of which together will constitute one instrument.

          9.9 Force Majeure. Neither party will be held liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control such as acts of God, acts of civil or military authorities, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, other major environmental disturbances, inability to secure products or services from other persons or facilities, or acts or omissions of common carriers.

          9.10 Choice of Law. This Agreement will be governed by and construed under the laws of the State of New York without regard for its choice of law principles. The parties hereby consent to be subject to the exclusive jurisdiction of federal and state courts located in New York for purposes of enforcing this Agreement.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

9

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above.

IDEARC MEDIA CORP.
By:	/s/ Frank P. [illegible]
Name:
Title:
NORTHERN NEW ENGLAND SPINCO INC.
By:	/s/ Stephen E. Smith
Name:	STEPHEN E. SMITH
Title:	VICE PRESIDENT
NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC
By:	/s/ Stephen E. Smith
Name:	STEPHEN E. SMITH
Title:	VICE PRESIDENT
TELEPHONE OPERATING COMPANY OF VERMONT LLC
By:	/s/ Stephen E. Smith
Name:	STEPHEN E. SMITH
Title:	VICE PRESIDENT

Signature Page to Listings License Agreement

Explanatory Note Regarding Exhibits

The following exhibits were omitted pursuant to Item 601 (b)(2) of Regulation S-K. FairPoint agrees to furnish a copy of the omitted exhibits to the SEC upon request.

Listing License Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Idearc Media Corp.

• Exhibit A — Listing Information Products

• Exhibit B — License Fees

EX-2.7

Exhibit 2.7

INTELLECTUAL PROPERTY AGREEMENT

among

VERIZON COMMUNICATIONS INC.,

NORTHERN NEW ENGLAND SPINCO INC.

and

FAIRPOINT COMMUNICATIONS, INC.

March 31, 2008

INTELLECTUAL PROPERTY AGREEMENT

     This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), effective as of March 31, 2008 (the “Effective Date”), is between VERIZON COMMUNICATIONS INC., a Delaware corporation (“Licensor”) on behalf of itself and its U.S. Affiliates (hereinafter defined), and NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco” or “Company”), and FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Surviving Corporation”). (Licensor, Spinco, and Surviving Corporation being hereinafter referred to individually as a “Party” and collectively as the “Parties.”)

     WHEREAS, Spinco and the Surviving Corporation, together with certain other companies, have entered into an Agreement and Plan of Merger, dated as of January 15, 2007, by and between Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint Communications, Inc., together with certain other companies, as amended or supplemented (the “Merger Agreement”), pursuant to which Spinco will merge with and into Surviving Corporation;

     WHEREAS, Licensor or its U.S. Affiliates (as defined below) (other than Spinco and Spinco Subsidiaries) are the owners of Licensed Intellectual Property (defined below) and the Designated Spinco Intellectual Property (defined below);

     WHEREAS, the Spinco and Spinco Subsidiaries are the owners of certain Spinco Intellectual Property (hereinafter defined) and Spinco and Spinco Subsidiaries are willing to convey, immediately prior to the Effective Time, all right, title and ownership in and to such Spinco Intellectual Property to Licensor; and

     WHEREAS, the Parties desire to enter into this Agreement to govern their rights with respect to the Licensed Intellectual Property and other Intellectual Property following the Closing (defined below);

     NOW, THEREFORE, for the consideration set forth in the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I — Definitions

1.1 Definitions.

Capitalized terms used but not defined herein have the meanings assigned to them in the Merger Agreement. Other capitalized terms, as used herein, have the meanings set forth below or in the body of this Agreement.

(a)	“Affiliate” means any Person who, directly or indirectly, controls, is controlled by or is under common control with the relevant Party.
(b)	“Business Non-Statutory Intellectual Property” means the Non-Statutory Intellectual Property, excluding Proprietary Business Information, Designated Spinco Intellectual Property and Verizon Proprietary Software, which is used in the Spinco

1

	Business as of the Closing Date and is: (i) owned by Licensor or its U.S. Affiliates (other than Spinco or Spinco Subsidiaries) as of the Closing Date and after giving effect to the assignment contemplated by Section 2.1 below, or (ii) owned by any Person and licensed to Licensor or its U.S. Affiliates with the right of Licensor or its U.S. Affiliates to grant sublicenses to any other Person who is not an Affiliate of Licensor, without the payment of compensation or other consideration to any Person.
(c)	“Business Statutory Intellectual Property” means the Statutory Intellectual Property, excluding Excluded Marks, and Verizon Proprietary Software, which is used in the Spinco Business as of the Closing Date and is owned by Licensor or its U.S. Affiliates (other than Spinco or Spinco Subsidiaries) as of the Closing Date and after giving effect to the assignment contemplated by Section 2.1 below.
(d)	“Claims” is defined in Section 2.6(j).
(e)	“Confidential Information” means, in the case of Spinco, all Designated Spinco Intellectual Property, and in the case of Licensor, all Licensed Intellectual Property.
(f)	“Customer Data” means all customer information obtained in connection with the Spinco Business, in the form and content existing as of the Closing, related to the provisioning of products and services by Spinco or Spinco Subsidiaries in the Territory included in the Spinco Business to current and future customers in the Territory, including name, postal address, email address, telephone number, date of birth, account data, transaction data, demographic data, customer service data, and correspondence, together with any documents and information containing the foregoing; provided, however, the foregoing shall not include (i) any of the foregoing to the extent it is in the possession of Licensor or any U.S. Affiliate and was collected or used other than in connection with the operation of the Spinco Business, (ii) any information included in yellow or white pages listings or directories, in any form, (iii) any information required to be retained by Licensor and/or its Affiliates to comply with applicable law or regulation, (iv) any information publicly available, and (v) any information received by Licensor or its Affiliates from third parties.
(g)	“Designated Spinco Intellectual Property” means all Customer Data and personnel information of former Licensor or its Affiliate employees who are in the employ of Spinco or Spinco Subsidiaries after the Closing.
(h)	“Dispute” is defined in Section 2.6(m).
(i)	“Enhanced Field of Use” means the Spinco Business as conducted as of the Closing Date, as reflected in the products and services offered by Spinco and Spinco Subsidiaries in the conduct of the Spinco Business as of the Closing Date and any modifications, improvements or enhancements thereto in the Territory following the Closing Date.

2

(j)	“Excluded Marks” means all Trademarks and related registrations and applications for registration owned by Licensor, its Affiliates, Spinco or Spinco Subsidiaries on or before the Closing Date or licensed to Licensor or an Affiliate of Licensor by any Person, and any derivations of the foregoing.
(k)	“Intellectual Property” means all Statutory Intellectual Property and Non-Statutory Intellectual Property.
(l)	“Licensed Excluded Marks” means those Excluded Marks owned by Licensor or its U.S. Affiliates, including Spinco and Spinco Subsidiaries, other than Licensed Product Marks, which are used in the Spinco Business as of the Closing Date, including “VERIZON”, “VZ”, the Verizon “V Mark”, the VERIZON Logo, “NYNEX”, “BELL ATLANTIC”, and “FiOS”. Neither Spinco, Spinco Subsidiaries, Surviving Corporation, nor any of their Affiliates shall have an ownership interest in the Licensed Excluded Marks but said Licensed Excluded Marks shall be licensed to Spinco and Spinco Subsidiaries for a limited Phaseout Period pursuant to Section 2.5 of this Agreement. The Licensed Product Marks are licensed to Spinco and Spinco Subsidiaries for a limited LPM Term pursuant to Section 2.6 of this Agreement.
(m)	“Licensed Intellectual Property” means Licensed Non-Statutory Intellectual Property and Licensed Statutory Intellectual Property.
(n)	“Licensed Non-Statutory Intellectual Property” means Business Non-Statutory Intellectual Property that exists as of the Closing Date. For the avoidance of confusion, Licensed Non-Statutory Intellectual Property shall not include any:

1.	patents or patent applications;
2.	copyrights or copyrightable subject matter created on or after the Closing Date;
3.	domain name registrations or applications for domain name registrations;
4.	Trademarks, including Excluded Marks;
5.	Non-Statutory Intellectual Property developed or acquired by Licensor or any of its Affiliates on or after the Closing Date;
6.	Verizon Proprietary Software and any other software used by Licensor or its Affiliates in the provision of Transition Services pursuant to the Transition Services Agreement;
7.	other Non-Statutory Intellectual Property owned by or licensed to Licensor or any Affiliate of Licensor at any time; and

3

8. Third Party Intellectual Property.

	At no time shall Spinco or Surviving Corporation or their respective Subsidiaries, including Spinco Subsidiaries, have an ownership interest in Licensed Non-Statutory Intellectual Property, but such Licensed Non-Statutory Intellectual Property shall be licensed to Spinco and Spinco Subsidiaries pursuant to this Agreement.
(o)	“Licensed Product Marks” means (i) those Excluded Marks which are used in the Spinco Business as of the Closing Date as product or service names that do not include, contain or comprise “VERIZON”, “VZ”, the Verizon “V Mark”, the VERIZON Logo, “NYNEX”, “BELL ATLANTIC”, or “FiOS”; and (ii) that portion of Excluded Marks which are composite marks (i.e., marks comprised of “VERIZON”, “VZ”, the Verizon “V Mark”, the VERIZON Logo, “NYNEX”, “BELL ATLANTIC”, or “FiOS” as a prefix or suffix and other word(s)) that are used in the Spinco Business as of the Closing Date as product or service names, but excluding the portion of the composite marks that include, contain or comprise “VERIZON”, “VZ”, the Verizon “V Mark”, the VERIZON Logo, “NYNEX”, “BELL ATLANTIC”, or “FiOS” (e.g., if VERIZON FREEDOM is the composite mark, the Licensed Product Mark is only FREEDOM). Neither Spinco, Spinco Subsidiaries, Surviving Corporation, nor any of their Affiliates shall have an ownership interest in the Licensed Product Marks but said Licensed Product Marks shall be licensed to Spinco and Spinco Subsidiaries for a limited LPM Term pursuant to Section 2.6 of this Agreement. The Licensed Excluded Marks are licensed to Spinco and Spinco Subsidiaries for a limited Phaseout Period pursuant to Section 2.5 of this Agreement.
(p)	“Licensed Statutory Intellectual Property” means Business Statutory Intellectual Property that exists as of the Closing Date. For the avoidance of confusion, Licensed Statutory Intellectual Property shall not include any:

1.	patents or patent applications claiming a filing date on or after the Closing Date;
2.	copyrights or copyrightable subject matter;
3.	domain name registrations and applications for domain name registrations claiming a filing date on or after the Closing Date;
4.	Trademarks, including Excluded Marks;
5.	Statutory Intellectual Property developed or acquired by Licensor or any of its Affiliates on or after the Closing Date;

4

6.	Verizon Proprietary Software and any other software used by Licensor or its Affiliates in the provision of Transition Services pursuant to the Transition Services Agreement;
7.	other Statutory Intellectual Property owned by or licensed to Licensor or any Affiliate of Licensor at any time; and
8.	Third Party Intellectual Property.

	At no time shall Spinco or Surviving Corporation or their respective Subsidiaries, including Spinco Subsidiaries, have an ownership interest in Licensed Statutory Intellectual Property, but such Licensed Statutory Intellectual Property shall be licensed to Spinco and Spinco Subsidiaries pursuant to this Agreement.
(q)	“LPM License” is defined in Section 2.6 (n).
(r)	“LPM Term” is defined in Section 2.6(n).
(s)	“Non-Statutory Intellectual Property” means (i) all unpatented inventions (whether or not patentable), trade secrets, know-how and proprietary information, including but not limited to (in whatever form or medium), discoveries, ideas, compositions, formulas, computer programs (including source and object codes), computer software documentation, database, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, and pricing and cost information, correspondence and notes, (ii) United States works of authorship, mask works, copyrights, and copyright and mask work registrations and applications for registration, and (iii) any rights or licenses in the foregoing which may be granted without the payment of compensation or other consideration to any Person; provided, however, that, notwithstanding anything to the contrary, the definition of “Non-Statutory Intellectual Property” shall not include any Statutory Intellectual Property.
(t)	“Original Field of Use” means the Spinco Business as conducted as of the Closing Date, as reflected in the products and services offered by Spinco and Spinco Subsidiaries in the conduct of the Spinco Business as of the Closing Date.
(u)	“Proprietary Business Information” means any and all non-technical, non-public information included in the Non-Statutory Intellectual Property which is owned by Licensor or its U.S. Affiliates as of the Closing, after giving effect to the assignment contemplated by Section 2.1(a) below, and is used in the Spinco Business as of the Closing Date, but excluding Customer Data.
(v)	“Spinco Intellectual Property” means all Statutory Intellectual Property and Non-Statutory Intellectual property owned by Spinco or Spinco Subsidiaries on or before the Closing Date, but excluding any Designated Spinco Intellectual Property.

5

(w)	“Statutory Intellectual Property” means all (i) United States patents and patent applications of any kind, (ii) Trademarks and (iii) any rights or licenses in the foregoing.
(x)	“Transition Services Agreement” means the Transition Services Agreement dated as of January 15, 2007 by and among Verizon Information Technologies LLC, Northern New England Telephone Operations Inc., Enhanced Communications of Northern New England Inc. and FairPoint Communications, Inc.
(y)	“Third Party Intellectual Property” means any and all Intellectual Property owned by any Person, other than Verizon or any of its Affiliates.
(z)	“Territory” shall mean the geographic territory comprised of the states of Maine, New Hampshire and Vermont.
(aa)	“Trademarks” means trademarks, tradenames, trade styles, trade dress, other indicia of origin, service marks, domain names, and any and all registrations and applications for registrations of the foregoing, and all goodwill associated therewith.
(ab)	“U.S. Affiliate” means any Affiliate of Licensor that is incorporated in and operates solely in the United States, but specifically excluding Cellco Partnership d/b/a Verizon Wireless, Telecomunicaciones de Puerto Rico, Inc., Verizon Airfone Inc. and any subsidiaries of the foregoing.
(ac)	“Unauthorized Use” is defined in Section 2.6((h))(i).
(ad)	“Verizon Proprietary Software” means any proprietary software owned by Licensor or its Affiliates that is used in the Spinco Business, including any software used by Licensor or its Affiliates in the provision of Transition Services pursuant to the Transition Services Agreement.

Article 2 — Grant of Licenses and Rights

2.1 Effective immediately prior to the Effective Time, Spinco and Spinco Subsidiaries hereby:

(a)	irrevocably assign, convey and grant to Licensor, for and on behalf of its present and future Affiliates, all right, title and interest in and to Spinco Intellectual Property, excluding any rights and licenses of Spinco and Spinco Subsidiaries, if any, in Third Party Intellectual Property; and
(b)	grant to Licensor and its Affiliates a personal, royalty-free, fully paid-up, irrevocable, perpetual and nonexclusive license to use the Designated Spinco Intellectual Property in the provision of goods and services to third parties and in the practice of any methods associated with the provision and use of such goods and

6

services, provided, however, that (i) neither Licensor nor any Affiliate of Licensor shall use the Customer Data in connection with the provision or offering of goods and services in the Territory to residential customers competitive with those offered by the Spinco Business as of the Closing Date, and (ii) Licensor and/or its Affiliates shall be entitled to retain a copy of all Designated Spinco Intellectual Property to the extent required to comply with applicable law or regulation.

2.2 Effective immediately after the consummation of the assignment contemplated by Section 2.1 above, Licensor, on behalf of itself and its U.S. Affiliates, hereby grants to Spinco and Spinco Subsidiaries:

(a)

a personal, royalty-free, fully paid-up, irrevocable (except and to the extent set forth in Article 6 below), nonexclusive and nontransferable (except as permitted pursuant to Section 7.1 below) license, subject to the provisions of Section 5.1 of this Agreement, to use the Licensed Non-Statutory Intellectual Property solely in the provision of goods and services in respect of the Spinco Business solely in the Territory and solely in the Enhanced Field of Use and in the practice of any methods associated with the provision of such goods and services in the Enhanced Field of Use. The foregoing license granted to Spinco and Spinco Subsidiaries includes, but is not limited to, the right to reproduce, copy, modify, improve and enhance such Licensed Non-Statutory Intellectual Property, but does not include the right: (w) to use the Licensed Non-Statutory Intellectual Property outside of the Territory (except in support of the Spinco Business in the Territory in the Enhanced Field of Use), (x) to disclose the Licensed Non-Statutory Intellectual Property to any Person (other than to contractors of Spinco and Spinco Subsidiaries in support of such business in the Territory in the Enhanced Field of Use or to contractors outside of the Territory in support of the Spinco Business in the Territory in the Enhanced Field of Use) (provided that such disclosure may not be made to any Person that provides facilities-based voice, video or data telecommunications services in the United States), (y) to grant sublicenses to any Person (other than to contractors of Spinco and Spinco Subsidiaries in support of the Spinco Business in the Territory in the Enhanced Field of Use) (provided that such sublicense may not be granted to any Person that provides facilities-based voice, video or data telecommunications services in the United States) or (z) to assign such license, other than to permitted successors and assigns of Spinco and Spinco Subsidiaries in the Spinco Business. The foregoing license to Spinco and Spinco Subsidiaries shall not extend to other geographic territories outside of the Territory (except to the extent expressly permitted in support of the Spinco Business of Spinco and Spinco Subsidiaries in the Enhanced Field of Use); and

(b)

a personal, royalty-free, fully paid-up, irrevocable (except and to the extent set forth in Article 6, below), nonexclusive and nontransferable (except as permitted pursuant to Section 7.1 below) license, subject to the provisions of Section 5.1 of this Agreement, to use the Licensed Statutory Intellectual Property solely in the provision of goods and services in respect of the Spinco Business solely in the Territory and solely in the Original Field of Use and in the practice of any methods

7

associated with the provision of such goods and services in the Original Field of Use. The foregoing license granted to Spinco and Spinco Subsidiaries includes, but is not limited to, the right to reproduce, copy, modify, improve and enhance such Licensed Statutory Intellectual Property, but does not include the right: (w) to use the Licensed Statutory Intellectual Property outside of the Territory (except in support of the Spinco Business in the Territory in the Original Field of Use), (x) to disclose the Licensed Statutory Intellectual Property to any Person (other than to contractors of Spinco and Spinco Subsidiaries in support of such business in the Territory in the Original Field of Use or to contractors outside of the Territory in support of the Spinco Business in the Territory in the Original Field of Use), (y) to grant sublicenses to any Person (other than to contractors of Spinco and Spinco Subsidiaries for the sole purpose of providing support to the Spinco Business in the Territory in the Original Field of Use) or (z) to assign such license, other than to permitted successors and assigns of Spinco and Spinco Subsidiaries in the Spinco Business. The foregoing license to Spinco and Spinco Subsidiaries shall not extend to: (i) any modifications, improvements, enhancements, additions or derivations of the Spinco Business after the Closing Date that are outside of the Original Field of Use, or (ii) other geographic territories outside of the Territory (except to the extent expressly permitted in support of the Spinco Business of Spinco and Spinco Subsidiaries in the Original Field of Use).

2.3 Subject to previously granted rights and licenses, if any, Licensor hereby irrevocably assigns, grants and conveys to Spinco and Spinco Subsidiaries an undivided joint ownership interest in and to the right, title and interest of Licensor and U.S. Affiliates to the Proprietary Business Information. The joint ownership interest of the Spinco and Spinco Subsidiaries on the one hand, and Licensor and its U.S. Affiliates on the other hand, includes, but is not limited to, the unrestricted right to use, reproduce, copy, modify, improve, create derivative works, enhance, transfer, assign, otherwise convey and to exercise any and all rights relating to such Proprietary Business Information without the obligation to account to the other therefor, except and to the extent set forth in Article 5.

2.4 Subject to previously granted nonexclusive licenses, if any (which licenses do not grant rights to any Designated Spinco Intellectual Property that is non-public information), Licensor hereby irrevocably assigns, grants and conveys to Spinco and Spinco Subsidiaries all right, title and interest of Licensor and its U.S. Affiliates, if any, in and to the Designated Spinco Intellectual Property.

2.5 Subject to the limited license granted in Section 2.6 below for the Licensed Product Marks, Licensor hereby grants to Spinco and Spinco Subsidiaries a limited right to use the Licensed Excluded Marks during the Phaseout Period (as defined below) solely in the conduct of the Spinco Business in the Territory in accordance with and subject to the following:

(a) Surviving Corporation acknowledges and agrees, on behalf of itself and Spinco and Spinco Subsidiaries, that (A) Licensor or its Affiliates (other than Spinco) are or will be on or prior to Closing the legal and beneficial owners of, or have the right to use pursuant to one or more licenses, all of the Excluded Marks; (B) the Excluded

8

Marks, or any right to or license of the Excluded Marks, including any right to use, are not being transferred or conveyed to Spinco Subsidiaries or Spinco pursuant to the Merger Agreement or this Agreement; (C) as between Spinco and Spinco Subsidiaries, on the one hand, and Licensor and Licensor’s U.S. Affiliates (other than Spinco and Spinco Subsidiaries), on the other hand, Licensor and Licensor’s U.S. Affiliates (other than Spinco and Spinco Subsidiaries) have or will have on or prior to Closing all proprietary rights in and to the Excluded Marks; and (D) Surviving Corporation, Spinco and Spinco Subsidiaries shall not use the Excluded Marks (or any names, domain names, marks or indicia confusingly similar to the Excluded Marks) except that Spinco and Spinco Subsidiaries may use the Licensed Excluded Marks and then only to the extent expressly set forth in Sections 2.5(b) through (i), or otherwise assert any rights or claims in such Excluded Marks (or in any names, domain names, marks or indicia confusingly similar to the Excluded Marks).

(b)

After the Closing under the Merger Agreement, and subject to the conditions set forth in this Section 2.5, all Licensed Excluded Marks shall be replaced, removed or covered-over by Spinco and Spinco Subsidiaries, at Spinco’s and Spinco Subsidiaries’ expense, as soon as possible, but in no event later than sixty (60) days after the Closing Date (the “Phaseout Period”) for items existing as of the Closing Date with Licensed Excluded Marks affixed to them that are used by Spinco or Spinco Subsidiaries in their operation of the Spinco Business, including, without limitation, use of Licensed Excluded Marks on Spinco Assets, buildings, vehicles, equipment, hard hats, tools, tool boxes, kits (safety and others) signs, manual covers and notebooks; provided, however, that Spinco and Spinco Subsidiaries shall have (i) the right to continue to distribute, for a period not to exceed forty-five (45) days, any existing inventory of promotional materials for the Spinco Business, provided that such promotional could not reasonably be construed to create a legal obligation on behalf of Licensor or its Affiliates; (ii) subject to the following sentence, a period of up to nine (9) months to remove Licensed Excluded Marks from signs, buildings and motor vehicles to the extent Spinco and Spinco Subsidiaries undertake efforts immediately to remove such Licensed Excluded Marks from such signs and motor vehicles, and (iii) a period of up to twelve (12) months to remove Licensed Excluded Marks from tools, equipment, manuals and other written materials or other assets that are used solely for internal purposes and are not visible by the public. Notwithstanding the foregoing, Spinco shall not be required to remove or eliminate use of Licensed Excluded Marks if removal, elimination or obscuring (including by paste-over) is commercially and physically impracticable, including, for example, because the mark is permanently etched or embedded on a building, elevator door or permanent fixture (each, an “Embedded Use”); provided, however, that Spinco shall use commercially reasonable efforts to remove, eliminate or obscure the Embedded Use as part of the first renovation of that portion of the property containing the Embedded Use. In addition, Spinco and Spinco Subsidiaries shall not be deemed to have violated this Agreement or to have infringed the rights of Licensor or its Affiliates by reason of: (A) the appearance of the Licensed Excluded Marks in or on any third party’s publications, marketing materials, brochures, equipment or products that Spinco or Spinco Subsidiaries distributed in the ordinary course of

9

	Spinco Business prior to the Effective Date, and that generally are in the public domain, or any other similar uses by any third party over which the Spinco or the Spinco Subsidiaries have no control, provided that the Spinco and Spinco Subsidiaries take reasonable steps to notify such third party of such usage of which it becomes aware, or (B) the use, provided that such use shall exist for no more than sixty (60) days after the Closing Date, by Spinco and Spinco Subsidiaries of the Licensed Excluded Marks in a non-trademark manner for purposes of conveying to customers or the general public that the name of business has changed or the change in ownership. Notwithstanding the foregoing, for any product or service identified by Spinco or any Spinco Subsidiary after the Closing using a Licensed Product Mark, upon expiration of the LPM Term or any earlier adoption of a new name for such product or service by Spinco or a Spinco Subsidiary, whichever occurs earlier, Spinco and Spinco Subsidiaries shall have the right, for no longer than two billing periods, to include in communications to customers regarding such new name a reference to the Excluded Marks used by Licensor to identify the same product or service immediately prior to the Closing, even if such Excluded Mark includes the name “VERIZON” (e.g., “Verizon Freedom”), provided that such reference is limited to the following: “(formerly [Excluded Mark])”.
(c)	Beginning on the Closing Date, Spinco, Spinco Subsidiaries and Surviving Corporation will discontinue use, and will, immediately following discovery, destroy, all items with Excluded Marks affixed to them that have no valid continuing use in Spinco’s and Spinco Subsidiaries’ operation of the Spinco Business (or prior to using, cover-up, paste-over or otherwise alter such items or otherwise take prominent steps to make clear that Spinco/Spinco Subsidiaries, and not the Licensor or its Affiliates, are the proper party), to the extent the use of such items could reasonably be construed to create a legal obligation on behalf of Licensor or its Affiliates. Such specific items to be destroyed or altered, or for which such other steps must be taken, include, without limitation: order, purchase or material forms; requisitions; invoices; statements; labor reports; bill inserts; stationery; personalized note pads; business cards; published organization charts; bulletins/releases; sales/price literature; manuals distributed to the public; catalogs; websites; and publicly available media contact lists/cards, in each case, that are used for communications with the public.
(d)	Surviving Corporation, Spinco and Spinco Subsidiaries recognize the great value of the goodwill associated with the Excluded Marks, and each acknowledges and agrees, that the Excluded Marks and all rights therein and the goodwill pertaining thereto belong exclusively to Licensor and that the Excluded Marks have a secondary meaning in the minds of the public. Surviving Corporation, Spinco and Spinco Subsidiaries each further agree that any and all permitted uses of the Licensed Excluded Marks pursuant to the Merger Agreement and this Agreement shall inure to the sole and exclusive benefit of Licensor.
(e)	Surviving Corporation agrees, on behalf of itself, Spinco and the Spinco Subsidiaries, that any use of the Licensed Excluded Marks in the operation of the Business after the Closing, as permitted by this Section 2.5, shall be provided in

10

	accordance with all applicable federal, state and local laws, and to the additional terms and conditions as set forth in this Agreement and that the same shall not reflect adversely upon the good name of Licensor or its Affiliates, and that the operation of the Spinco Business will be of a high standard and skill that is at least commensurate with the standard and skill of the Spinco Business immediately prior to the Closing Date. It is agreed that Licensor, as the licensor of Licensed Excluded Marks, has the right to control the nature and quality of the permitted goods and services rendered by Spinco and Spinco Subsidiaries in connection with the Licensed Excluded Marks, and Spinco, Spinco Subsidiaries and Surviving Corporation agree that Spinco and Spinco Subsidiaries shall not use the Licensed Excluded Marks in connection with any goods or services whose nature or quality is reasonably disapproved by Licensor for failure to meet the standards set forth in the previous sentence. Surviving Corporation agrees that Spinco and Spinco Subsidiaries shall not render under the Licensed Excluded Marks any permitted goods or services that do not meet such quality standards.
(f)	Surviving Corporation acknowledges, on behalf of itself, Spinco and Spinco Subsidiaries, that the failure of Spinco and/or Spinco Subsidiaries to cease use of the Excluded Marks as required in this Agreement, or its improper use of the Licensed Excluded Marks, will result in irreparable harm to Licensor and its Affiliates. Surviving Corporation acknowledges and admits, on behalf of itself, Spinco and Spinco Subsidiaries, that there is no adequate remedy at law for such failure to terminate use of the Excluded Marks, or for such improper use of the Licensed Excluded Marks. Surviving Corporation agrees, on behalf of itself, Spinco and Spinco Subsidiaries, that in the event of such failure or improper use, Licensor and its Affiliates shall be entitled to immediate equitable relief by way of temporary restraining order, or preliminary or permanent injunction, or any other relief available under this Agreement.
(g)	Neither Spinco, Spinco Subsidiaries, the Surviving Corporation nor any Affiliate of the foregoing shall contest, directly or indirectly, the ownership or validity of any rights of Licensor or its Affiliates in the Excluded Marks or any registration or application for registration for the Excluded Marks. Surviving Corporation, Spinco, Spinco Subsidiaries and their Affiliates further agree that they will never contest the right of Licensor and its Affiliates to use and register the Excluded Marks.
(h)	Spinco, Spinco Subsidiaries and Surviving Corporation agree to cooperate reasonably with Licensor, at Licensor’s expense, in the procurement of any registration of the Licensed Excluded Marks or any portion thereof which Licensor or its Affiliates may choose to undertake at Licensor’s sole discretion, including but not limited to supplying evidence of use of the Licensed Excluded Marks to Licensor.
(i)	Spinco, Spinco Subsidiaries and the Surviving Corporation shall, jointly and severally indemnify, defend and hold harmless Licensor, its Affiliates and their directors, officers, employees, agents, and stockholders from any and all loss, cost, damage, expense, claim, demands or judgments (including but not limited to the

11

payment of reasonable attorneys’ fees and expenses) of any nature whatsoever in connection with third party claims arising directly or indirectly from, as a result of, in connection with, or relating to Spinco’s or Spinco Subsidiaries’ use of the Licensed Excluded Marks after the Closing; provided, however, Seller or its U.S. Affiliates will defend any claims of infringement for Spinco’s or Spinco Subsidiaries’ licensed use during the Phaseout Period of the Licensed Excluded Marks.

(j)

In the event of any material breach of any provision of Section 2.5 of this Agreement by Spinco, Spinco Subsidiaries or the Surviving Corporation, Licensor shall provide written notice to Spinco and/or Spinco Subsidiaries detailing the grounds for such breach, including anticipatory breach, and shall provide Spinco and/or Spinco Subsidiaries ten (10) calendar days from date of notice to cure such breach or, if such breach is not capable of being cured within such ten (10) calendar days, to cure such breach as soon thereafter as reasonably practicable provided diligent efforts have been commenced within such ten (10) calendar days and continue uninterrupted thereafter to cure such breach. In the event Spinco and/or Spinco Subsidiaries are unable to cure such breach (or commence cure as provided in the preceding sentence) within such ten (10) calendar days of the date of written notice to Spinco and/or Spinco Subsidiaries or the Parties are unable to otherwise resolve such breach within such ten (10) calendar days of the date of written notice to Spinco and/or Spinco Subsidiaries, Licensor and/or its Affiliates may immediately terminate/cancel any and all rights and licenses granted for Licensed Excluded Marks, including pursuant to this Section 2.5; provided, however, nothing contained herein shall be deemed to be a waiver of any rights of Licensor or any of its Affiliates or prevent Licensor or any of its Affiliates from seeking immediate injunctive relief or other remedies. The foregoing shall be in addition to any other rights and remedies available to Licensor.

2.6 Notwithstanding the limited license granted in Section 2.5 above for the Licensed Excluded Marks, Licensor hereby grants to Spinco and Spinco Subsidiaries a personal, royalty-free, nonexclusive and nontransferable limited right and license to use in commerce, during the LPM Term (defined below), the Licensed Product Marks, including with “FAIRPOINT” as a prefix or suffix to the Licensed Product Marks, solely in the conduct of the Spinco Business in the Territory, as such Spinco Business exists as of the Effective Date, as product or service names for those products and services included in the Spinco Business existing as of the Effective Date in accordance with and subject to the following:

(a)	Spinco and Spinco Subsidiaries shall not conduct any business using the Licensed Product Marks other than in connection with the products and services included in the Spinco Business existing as of the Effective Date in the Territory.
(b)	Spinco and Spinco Subsidiaries shall not conduct any business outside of the Territory using the Licensed Product Marks.
(c)	Except and to the extent expressly set forth in Section 2.6 of this Agreement, Spinco, on behalf of itself and Spinco Subsidiaries, agrees that no other rights or

12

	licenses, express or implied, are granted hereunder under the Licensed Product Marks or under any Excluded Marks, including Licensed Excluded Marks.
(d)	Covenants Regarding Spinco and Spinco Subsidiaries :

(i) Licensor agrees and covenants that, in the event Licensor and/or its Affiliates are aware of any alleged infringement or misappropriation or nonlicensed used by Spinco or Spinco Subsidiaries of any Trademarks owned by Licensor or its Affiliates, or controlled and able to be licensed by Licensor or its Affiliates, and not otherwise licensed by Spinco and/or Spinco Subsidiaries hereunder, Licensor shall promptly provide written notice to Spinco and/or Spinco Subsidiaries detailing the grounds for such alleged infringement, misappropriation or nonlicensed use, and shall provide Spinco and/or Spinco Subsidiaries ten (10) calendar days from date of notice to cure such alleged infringement, misappropriation or nonlicensed use prior to instituting or bringing any suit, action or claim. In the event the Parties are unable to resolve such alleged infringement, misappropriation or nonlicensed use within such ten (10) calendar days of the date of written notice to Spinco and/or Spinco Subsidiaries, Licensor and/or its Affiliates may seek to enforce such Trademarks and terminate the rights and licenses granted pursuant to this Section 2.6; provided, however, nothing contained herein shall be deemed to be a waiver of any rights of Licensor or any of its Affiliates or prevent Licensor or any of its Affiliates from seeking immediate injunctive relief.

(e) Inspection and Quality Control:

(i)	Licensor has the right to control the quality of the products and services marketed, advertised, sold or provided by Spinco and Spinco Subsidiaries in connection with the use in commerce of the Licensed Products Marks as specifically described herein.
(ii)	Spinco, on behalf of itself and Spinco Subsidiaries, agrees that the nature and quality of all products and services provided by Spinco and Spinco Subsidiaries which are marketed, advertised, sold or provided under or in association with the use in commerce of the Licensed Product Marks shall be of at least the quality of the products and services provided by Licensor under the Licensed Product Marks immediately prior to the Effective Date. Spinco, on behalf of itself and Spinco Subsidiaries, acknowledges that the maintenance of the quality for these purposes is of the essence of this Agreement and that Spinco and Spinco Subsidiaries pursuant to this Agreement shall not provide goods or services in the Territory in association with the Licensed Product Marks that do not meet such quality.
(iii)	Spinco, on behalf of itself and Spinco Subsidiaries, agrees to reasonably cooperate with Licensor in facilitating Licensor’s control of the nature and quality of the products and services provided by Spinco and Spinco Subsidiaries

13

under or in association with the use in commerce of the Licensed Product Marks, and to permit reasonable, periodic inspections of such Spinco and Spinco Subsidiaries products and services, upon reasonable prior written notice and during regular business hours, by Licensor, to the extent reasonably necessary to verify Spinco and Spinco Subsidiaries compliance with the quality control provisions set forth herein. Such inspection shall be at Licensor’s expense. Spinco, on behalf of itself and Spinco Subsidiaries, agrees that the products and services provided by Spinco and Spinco Subsidiaries which are marketed, advertised, sold or provided under or in association with the use in commerce of the Licensed Product Marks shall be marketed, advertised, sold and rendered in accordance with all applicable laws and regulations and in compliance with any regulatory agency which shall have jurisdiction over such matters.

(f) Form of Use of Licensed Product Marks:

(i) Spinco, on behalf of itself and Spinco Subsidiaries, agrees and covenants that the style of use of the Licensed Product Marks shall be in the form and style conforming to Licensor’s usage in the Territory immediately prior to the Effective Date, except as otherwise approved by Licensor in writing, such approval not to be unreasonably withheld or delayed. Spinco and Spinco Subsidiaries shall submit to Licensor for review and approval, at least five (5) business days prior to proposed use, any new materials developed prior to or during the LPM Term in which the Licensed Product Marks are used; provided, however, once such new materials are approved by Licensor, no further approval shall be required for further proposed uses during the LPM Term to the extent such approved materials remain substantially the same as approved. Spinco and Spinco Subsidiaries shall not publish, distribute or use in commerce any such new materials without the prior written approval of the following representative of Licensor. A “writing” shall be deemed to include a communication by fax, email or other digital means to the extent it is confirmed by paper media delivered to the receiving Party within one business day of the digital communication. Communications to Licensor under this Section 2.6((f)) shall be sent to:

Primary Contact:

Ms. Stefanie Grunsted
Brand Manager
Verizon
One Verizon Way
Mail Code VC11E088
Basking Ridge, New Jersey 07920
Telephone: 908-559-1409
Facsimile: 908-766-2474
Internet: stefanie.j.grunsted@verizon.com

14

Secondary Contact:

Ms. Andrea Fant-Hobbs
Vice President, Segmentation, New Product Development &
Marketing Sciences
Verizon
One Verizon Way
Mail Code VC11E083
Basking Ridge, New Jersey 07920
Telephone: 908-559-4720
Facsimile: 908-766-2474
Internet: andrea.fant-hobbs@verizon.com

(ii)	Spinco, on behalf of itself and Spinco Subsidiaries, agrees that Spinco and Spinco Subsidiaries shall cause to appear on all advertisements, promotions and other displays printed or produced by or on behalf of Spinco or any Spinco Subsidiaries on or in connection with the products and services on which the Licensed Product Marks are used, such legends, markings and notices as Licensor may reasonably require in order to give appropriate notice of any trademark rights therein.
(iii)	Notwithstanding anything to the contrary in this Agreement, Spinco and Spinco Subsidiaries shall not be required to use the Licensed Product Marks.
(iv)	Except and to the extent otherwise expressly provided in this Section 2.6, the Parties agree that Spinco and Spinco Subsidiaries may not use the Licensed Product Marks in connection with any goods or services of any third party or with any other third party owned Trademarks, including, but not limited to, Trademarks owned or controlled by Spinco or any Spinco Subsidiary, without the prior written approval of Licensor, such approval not to be unreasonably withheld or delayed.

(g) Ownership & Goodwill:

(i)

Spinco, on behalf of itself and Spinco Subsidiaries, acknowledges that, as between Licensor and Spinco and Spinco Subsidiaries, Licensor (or its licensor) is the sole and exclusive owner of rights in the Licensed Product Marks, and Spinco and Spinco Subsidiaries undertake not to challenge the validity of the Licensed Product Marks, or any confusingly similar trademarks, service marks, trade names or domain names, or Licensor’s registration and ownership of the Licensed Product Marks, or any confusingly similar trademarks, service marks, trade names or domain names, and agree that Spinco and Spinco Subsidiaries will do nothing inconsistent with such ownership.

(ii)

Spinco, on behalf of itself and Spinco Subsidiaries, further acknowledges and agrees that all use of the Licensed Product Marks by Spinco and Spinco Subsidiaries and all goodwill developed therefrom shall inure to the benefit of and be on behalf of Licensor (or its licensor). Spinco on behalf of itself and

15

Spinco Subsidiaries agrees that nothing in this Agreement shall give Spinco and Spinco Subsidiaries any right, title or interest in or to the Licensed Product Marks other than the limited right and license to use the Licensed Product Marks in the manner expressly permitted by this Section 2.6.

(iii)

Spinco, on behalf of itself and Spinco Subsidiaries, agrees that Spinco and Spinco Subsidiaries will not utilize the Licensed Product Marks or any similar trademarks, service marks, trade names or domain names, except as and to the extent expressly permitted hereunder. Spinco, on behalf of itself and Spinco Subsidiaries, agrees that it will not hereafter seek registration of the Licensed Product Marks or any confusingly similar trademarks, service marks, trade names or domain names in Spinco’s name or the name of Spinco Subsidiaries. Spinco, on behalf of itself and Spinco Subsidiaries, agrees to cooperate reasonably with Licensor, at Licensor’s expense, in the procurement of any registration of the Licensed Product Marks which Licensor may choose to undertake at Licensor’s sole discretion, including, but not limited to supplying evidence of use of the Licensed Product Marks to Licensor.

(h) Infringement:

(i)	In the event that Spinco or Spinco Subsidiaries become aware of any unauthorized use of the Licensed Product Marks, or of any uses of confusingly similar trademarks, service marks, trade names or domain names, on or in connection with the marketing, advertising or provision of similar products or services in the Territory (each, an “Unauthorized Use”), Spinco or Spinco Subsidiaries shall promptly provide Licensor with written notice thereof.
(ii)	Licensor shall have the right, but not the obligation, to challenge and attempt to eliminate each Unauthorized Use. Spinco and Spinco Subsidiaries, at Licensor’s expense, shall reasonably cooperate with Licensor in investigating, prosecuting and settling any infringement action instituted by Licensor against any person or entity engaging in an Unauthorized Use. Licensor may bring an action in the name of Licensor alone or in the name of both Licensor and Spinco and Spinco Subsidiaries with counsel of Licensor’s choosing but at Licensor’s expense.
(iii)	Spinco and Spinco Subsidiaries shall not have the right to prosecute or settle an infringement action against any person or entity who engages in an Unauthorized Use and Spinco and Spinco Subsidiaries shall not contact or take any other action against any person or entity who engages in an Unauthorized Use without Licensor’s prior written consent.
(iv)	Any recovery obtained in connection with or as a result of any infringement action contemplated under this Section 2.6((h)) whether by settlement or otherwise, shall be retained solely by Licensor.

16

(i) Filing, Prosecution & Maintenance:

	Licensor shall be responsible for and shall use commercially reasonable efforts, with Spinco and Spinco Subsidiaries cooperation and assistance, to file, prosecute and maintain, during the LPM Term, all trademarks and service marks and related registrations and registration applications for the Licensed Product Marks at Licensor’s cost and expense, to the extent that Spinco or Spinco Subsidiaries is then currently using in commerce such Licensed Product Marks. Licensor shall have sole and exclusive discretion regarding the filing, prosecution and maintenance of any related registrations and registration applications for the Licensed Product Marks, including whether to file, prosecute or maintain such registrations or registration applications. Except and to the extent expressly provided herein, nothing contained in this Agreement shall be construed as requiring the securing or the maintaining of any Intellectual Property protection for the Licensed Product Marks; a warranty or representation as to the validity or scope of the Licensed Product Marks; an agreement to bring or prosecute actions or suits against third parties for Unauthorized Use; or conferring by implication, estoppel or otherwise any license or other right under any other Intellectual Property, except as and to the extent expressly granted herein.
(j)	Indemnification:
	Spinco, on behalf of itself and Spinco Subsidiaries, shall indemnify and hold harmless Licensor and its officers, directors, stockholders, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, and expenses, including without limitation the costs and expenses (including reasonable attorney’s fees), as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party (collectively “Claims”) arising from or related to any use of the Licensed Product Marks. It is understood and agreed that if a third party asserts a trademark infringement or dilution claim arising from or related to the use of any of the Licensed Product Marks by Spinco and Spinco Subsidiaries, Licensor, in its sole discretion, shall have the right to immediately cancel/terminate the license granted hereunder as to any such Licensed Product Marks, subject to a reasonable phaseout period.
(k)	Representations & Warranties; Limitation of Liability:

(i) Licensor warrants and represents that Licensor has the right to grant the rights and licenses granted herein and to enter into this Agreement.

(l)

Assignment of Goodwill:

Spinco, on behalf of itself and Spinco Subsidiaries, hereby assigns to Licensor (or its licensor) any and all goodwill Spinco and Spinco Subsidiaries may have accrued through any use it may have made of the Licensed Product Marks through the Effective Date, and agrees to and does hereby assign to Licensor (or its licensor) any and all goodwill Spinco and Spinco Subsidiaries may accrue through any use it may make or have made of the Licensed Product Marks after the Effective Date.

17

(m)	LPM License Dispute Resolution:
	If any dispute, controversy, claim, question or difference (“Dispute”) arises with respect to Spinco’s and/or Spinco Subsidiaries’ use of the LPM License in accordance with the terms and conditions of this Agreement, or the performance or alleged breach, termination or validity thereof, or any term thereof, the Licensor and Spinco and/or Spinco Subsidiaries shall use their reasonable commercial efforts to settle the Dispute. To this end, each of the Licensor and Spinco and/or Spinco Subsidiaries will nominate one senior officer of the rank of assistant vice president, executive director or higher as its representative for purposes of attempting to resolve the Dispute. These representatives will meet in person and will attempt in good faith to resolve the Dispute. Such representatives will have ten (10) business days (from the date on which either Party delivers written notice of the Dispute) to resolve any Dispute to the mutual satisfaction of the Parties. If the Dispute is not so resolved, either Party may bring a legal action in accordance with the Merger Agreement. Notwithstanding the foregoing, nothing contained herein shall prevent either party from terminating/cancelling this Agreement and/or from obtaining appropriate injunctive relief to prevent a continuing breach of this Agreement or limit any other rights or remedies hereunder.
(n)	Term and Termination/Cancellation for Licensed Product Marks:

(i)	The right and license to use the Licensed Product Marks by Spinco and Spinco Subsidiaries (the “LPM License”) shall commence on the Effective Date and continue until the expiration, cancellation or termination of the Transition Services Agreement (the “LPM Term”) unless otherwise terminated or cancelled in accordance with one of the provisions below.
(ii)	The Agreement, including the LPM License, may be terminated/cancelled at any time by mutual written agreement of the Parties.
(iii)	Spinco and Spinco Subsidiaries may terminate the LPM License at any time upon delivering written notice to Licensor.
(iv)	The LPM License may be terminated or cancelled:

(A) By Licensor in the event of any material breach of any provision of Section 2.6 of this Agreement by Spinco, Spinco Subsidiaries or the Surviving Corporation. Licensor shall provide written notice to Spinco and/or Spinco Subsidiaries detailing the grounds for such breach, including anticipatory breach, and shall provide Spinco and/or Spinco Subsidiaries ten (10) calendar days from date of notice to cure such breach or, if such breach is not capable of being cured within such ten (10) calendar days, to cure such breach as soon thereafter as reasonably practicable provided diligent efforts have been commenced within such ten (10) calendar days and continue uninterrupted thereafter to cure such breach. In the event Spinco and/or Spinco Subsidiaries are unable to cure such breach (or commence cure as provided in the preceding sentence) within such ten (10) calendar days of the date of written notice to Spinco

18

	and/or Spinco Subsidiaries or the Parties are unable to otherwise resolve such breach within such ten (10) calendar days of the date of written notice to Spinco and/or Spinco Subsidiaries, Licensor and/or its Affiliates may immediately terminate/cancel any and all rights and licenses granted for Licensed Product Marks, including pursuant to this Section 2.6; provided, however, nothing contained herein shall be deemed to be a waiver of any rights of Licensor or any of its Affiliates or prevent Licensor or any of its Affiliates from seeking immediate injunctive relief or other remedies. The foregoing shall be in addition to any other rights and remedies available to Licensor.
(B)	Immediately, by Licensor, if Spinco and/or Spinco Subsidiaries voluntarily files for bankruptcy or makes an assignment for the benefit of its creditors, or an involuntary assignment or bankruptcy petition is made or filed against Spinco and/or Spinco Subsidiaries, and either the relevant proceeding has not been stayed or dismissed within ninety (90) calendar days or any of the actions sought in such proceeding (including the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official) is granted in whole or in part.
(C)	By Licensee, for any reason, upon thirty (30) days prior written notice to Licensor.

(o) Effect of Termination/Cancellation/Expiration of LPM License:

(i)

Upon any termination, cancellation or expiration of the LPM License or this Agreement, all rights and licenses of Spinco and Spinco Subsidiaries to use the Licensed Product Marks in the manner provided for in this Agreement shall revert automatically to Licensor, and Spinco and Spinco Subsidiaries shall immediately discontinue all use of the Licensed Product Marks; provided that Spinco and Spinco Subsidiaries shall have thirty (30) days following the date of termination or cancellation to use any remaining inventory of materials bearing the Licensed Product Marks.

(ii)

Licensor’s right of termination/cancellation under Section 2.6(o) is in addition to any other rights Licensor may have under this Agreement or otherwise and the exercise of a right of termination/cancellation will not be an election of remedies. Sections 2.6(o) and (p) shall not limit or affect any other rights or causes of action Licensor may have with respect to Spinco and Spinco Subsidiaries and shall not act as a release of Spinco and Spinco Subsidiaries from any liability for breach of Spinco’s and Spinco Subsidiaries’ obligations under this Agreement.

(p)	Specific Performance:
	Spinco, on behalf of itself and Spinco Subsidiaries, acknowledges and agrees that Licensor may be irreparably damaged in the event any of the provisions of this

19

Agreement, including the LPM License or any sublicense thereunder, are not fully performed by Spinco and Spinco Subsidiaries in accordance with their specific terms and conditions or are otherwise breached by Spinco and/or Spinco Subsidiaries and that in such event money damages would be an inadequate remedy for Licensor. Accordingly, Spinco, on behalf of itself and Spinco Subsidiaries, hereby agrees that Licensor shall be entitled to an immediate injunction to prevent any breaches, including anticipatory or further breaches, of the provisions of this Agreement, including the LPM License, and to enforce specifically the terms and provisions hereof in any action instituted in any federal, state or foreign court having jurisdiction, in addition to any other remedy to which Licensor may be entitled at law or in equity. It is understood between the Parties that, in addition to the injunctive relief mentioned above, Licensor shall be entitled to any other relief which may be deemed proper and customary, whether at law or in equity, as of the time such relief is sought.

2.7 From time to time after the date of this Agreement, as and when requested by a Party hereto, the other Party will execute and deliver, or cause to be executed and delivered, any documents hereto as may be reasonably necessary or appropriate to effectuate the intent of this Agreement.

Article 3 — Taxes

3.1 The provisions of the Tax Sharing Agreement shall be applicable and shall govern the responsibility of the Parties for all Taxes imposed by any Governmental Authority with respect to the transactions contemplated by or taken in connection with this Agreement.

Article 4 — Disclaimer, Limited Warranty, Limitation of
Liability and Indemnification

4.1 Without limiting any of the representations and warranties provided in the Merger Agreement, nothing contained in this Agreement shall be construed as:

(a)	requiring the securing or maintaining in force by Licensor of any Intellectual Property, including Proprietary Business Information, Licensed Intellectual Property or Licensed Excluded Marks or Licensed Product Marks;
(b)	a warranty or representation by Licensor or its Affiliates as to the validity or scope of any Intellectual Property, including Proprietary Business Information, Licensed Intellectual Property, Designated Spinco Intellectual Property, Licensed Excluded Marks or Licensed Product Marks;
(c)	a warranty or representation by Licensor or its Affiliates that any provisioning of goods and services by the Surviving Corporation, Spinco or the Spinco Subsidiaries or the use of Proprietary Business Information, Licensed Intellectual Property, Designated Spinco Intellectual Property, Licensed Excluded Marks or Licensed Product Marks, in whole or in part, will be free from infringement of any Intellectual Property, other than the Licensed Intellectual Property, but only to the extent to

20

	which licenses or rights are granted to Spinco and Spinco Subsidiaries pursuant to this Agreement;
(d)	an agreement by Licensor or its Affiliates to bring or prosecute actions or suits against third parties for infringement of any Intellectual Property, including Proprietary Business Information, Licensed Intellectual Property, Licensed Excluded Marks or Licensed Product Marks;
(e)	conferring any right to Spinco, Spinco Subsidiaries or the Surviving Corporation to use, in advertising, publicity or otherwise, any Trademarks or the Excluded Marks (except the Trademarks included in Designated Spinco Statutory Intellectual Property and the Licensed Excluded Marks and the Licensed Product Marks and then only to Spinco and the Spinco Subsidiaries to the extent expressly provided in Section 2.5 and 2.6);
(f)	subject to Section 4.2 below, conferring by implication, estoppel or otherwise any license or other right upon Spinco, Spinco Subsidiaries or the Surviving Corporation under any other Intellectual Property; or
(g)	an obligation upon Licensor or its Affiliates to make any determination as to the applicability of any Intellectual Property to any product or service.

4.2	Licensor, on behalf of itself and its U.S. Affiliates, represents and warrants that (i), it has the right to grant the licenses and rights granted herein, (ii) it has the right to enter into this Agreement, and (iii) rights and licenses in and to the Proprietary Business Information previously granted by Licensor do not materially impact or restrict Spinco’s or Surviving Corporation’s ability to use the Proprietary Business Information in connection with Spinco’s operation of the Spinco Business consistent with past practice.
4.3	EXCEPT FOR THE EXPRESS WARRANTIES OF SECTION 4.2 AND SECTION 2.6(k)(i) OF THIS AGREEMENT AND THE EXPRESS REPRESENTATIONS AND WARRANTIES OF ARTICLE V OF THE MERGER AGREEMENT, THERE ARE NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE (EVEN IF LICENSOR HAS BEEN MADE AWARE OF SUCH PURPOSE) AND ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY WITH RESPECT TO THE LICENSED INTELLECTUAL PROPERTY, THE LICENSED EXCLUDED MARKS, THE LICENSED PRODUCT MARKS OR THE DESIGNATED SPINCO INTELLECTUAL PROPERTY.
4.4	IN NO EVENT SHALL THE LICENSOR OR ITS AFFILIATES BE LIABLE TO SPINCO, SPINCO SUBSIDIARIES OR THE SURVIVING CORPORATION FOR ANY INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO THE

21

PROPRIETARY BUSINESS INFORMATION, THE DESIGNATED SPINCO INTELLECTUAL PROPERTY, THE LICENSED STATUTORY INTELLECTUAL PROPERTY, THE LICENSED EXCLUDED MARKS (INCLUDING USE IN COMMERCE), THE LICENSED PRODUCT MARKS (INCLUDING USE IN COMMERCE) OR THE LICENSED NON-STATUTORY INTELLECTUAL PROPERTY OR ANY PORTION OF THE FOREGOING.

Article 5 — Confidentiality

5.1	Each Party (the “Receiving Party”) shall protect and not disclose to any Person (other than Subsidiaries of Spinco and Affiliates of Licensor) any Confidential Information of the other Party (the “Disclosing Party”) and any disclosure within the Receiving Party shall be limited to those employees and contractors who reasonably require access thereto in accordance with or as contemplated pursuant to this Agreement, the Merger Agreement or the Ancillary Agreements. In exercise of the foregoing obligation, the Receiving Party shall treat the Confidential Information of the Disclosing Party with the same degree of care it treats its own Confidential Information, but in no event using less than a reasonable degree of care. Additionally, each Party agrees to treat Proprietary Business Information as each Party treats its own Confidential Information. Notwithstanding the foregoing, the Receiving Party may disclose the Confidential Information of the Disclosing Party pursuant to law, regulation or court order, provided that the Receiving Party gives timely notice to the Disclosing Party to permit the disclosing party to limit such disclosure or to seek a protective order.
5.2	The obligations of Section 5.1 shall not apply to that portion of the Confidential Information of the Disclosing Party to the extent that (i) the Confidential Information was already in the possession of the Receiving Party without restriction on use or disclosure and, in the instance of Spinco or Spinco Subsidiaries, was not received from Licensor or its Affiliates, provided, however, that this exception shall not apply with respect to Confidential Information of Spinco in the possession of Licensor solely by virtue of ownership or operation of the Spinco Business prior to the Closing Date; (ii) the Confidential Information is rightfully received from any Person (other than Licensor or Spinco or their Affiliates) not under any duty of confidentiality to the Disclosing Party without restriction on use or disclosure; (iii) the Confidential Information is independently developed by or for the Receiving Party; (iv) is publicly disclosed by other than the Receiving Party; or (v) is disclosed without restriction on use or disclosure by the Disclosing Party.
5.3	Each Receiving Party acknowledges that the Confidential Information of the Disclosing Party constitutes proprietary information or trade secrets valuable to such Disclosing Party and that unauthorized use or disclosure of such Confidential Information shall be presumed to cause irreparable harm to the Disclosing Party, and each Receiving Party agrees that the Disclosing Party shall be entitled, without waiving other rights or remedies, to seek such injunctive relief as may be deemed proper by a court of competent jurisdiction.

22

5.4 The Licensed Intellectual Property and the Excluded Marks shall remain the sole and exclusive property of Licensor or its U.S. Affiliates (other than Spinco), subject to the limited rights and licenses expressly granted to Company and its Subsidiaries pursuant to this Agreement.

Article 6 — Termination/Cancellation

6.1	The term of this Agreement shall commence on the Closing Date, and shall continue at all times thereafter, except and to the extent expressly provided in Section 2.5 and 2.6, unless terminated/cancelled earlier by either Party as provided in this Article 6.
6.2	No waiver of any breach of, or default under, this Agreement shall constitute a waiver of any other breach of, or default under, this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the Party waiving the breach or default.
6.3	The rights and licenses granted to Spinco and its Subsidiaries pursuant to this Agreement with respect to Licensed Intellectual Property shall be deemed, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Code”), licenses to “Intellectual Property” as defined by the Code which may be assumed by Spinco or the Spinco Subsidiaries, provided, however, such licenses may be exercised only (i) in the Spinco Business, (ii) in the Territory, (iii) in the applicable Field of Use and (iv) in accordance with the scope of rights granted in this Agreement.
6.4	Except and to the extent otherwise expressly provided in Section 2.5 or 2.6, in the event of any material breach of any provision of this Agreement related to Licensed Intellectual Property by Spinco, Spinco Subsidiaries or the Surviving Corporation which is not cured within thirty (30) days of written notice to the Surviving Corporation by Licensor, Licensor shall have the right to immediately terminate/cancel all rights and licenses granted to Spinco and Spinco Subsidiaries under Licensed Intellectual Property; provided, however, nothing contained herein shall be deemed to be a waiver of any rights of Licensor or any of its Affiliates or prevent Licensor or any of its Affiliates from seeking immediate injunctive relief or other remedies. The foregoing shall be in addition to any other rights and remedies available to Licensor.

Article 7 — General Provisions

7.1 Notwithstanding anything to the contrary, the Spinco and Spinco Subsidiaries may, upon prior notice to Licensor: (i) assign, without the consent of Licensor, any of the rights and obligations hereunder to any Affiliate of Spinco that is actually conducting the Spinco Business of Spinco and Spinco Subsidiaries in the Enhanced Field of Use and Original Field of Use, provided that such Subsidiary agrees in writing to be bound by the terms and conditions of this Agreement, or (ii) assign, without the consent of Licensor, any of their

23

rights and obligations hereunder to a third party in connection with a sale of all or substantially all of the Spinco Business of the Spinco and Spinco Subsidiaries in the Enhanced Field of Use or the Original Field of Use (whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise), provided that such third party agrees in writing to be bound by the terms and conditions of this Agreement. The foregoing shall not apply to Designated Spinco Intellectual Property or Proprietary Business Information which may be assigned and conveyed to any third party by Spinco and Spinco Subsidiaries without restriction.

7.2

Except and to the extent expressly provided herein, the provisions of Article XI (Miscellaneous) of the Merger Agreement shall apply to this Agreement and such provisions are expressly incorporated herein; provided, however, in the event of conflict between the provisions of this Agreement and the Merger Agreement, the provisions of this Agreement shall take precedence.

[Signature Page Follows]

24

     IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in duplicate originals by its duly authorized representatives on the respective dates entered below.

VERIZON COMMUNICATIONS INC.
By:	/s/ John W. Dierckson
Name: John W. Dierckson
Title: Executive VP-Strategy, Planning and Development
Date: March 31, 2008
NORTHERN NEW ENGLAND SPINCO INC.
By:	/s/ Stephen E. Smith
Name: STEPHEN E. SMITH
Title: VICE PRESIDENT
Date: March 31, 2008
FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Shirley J. Linn
Name: Shirley J. Linn
Title: Executive Vice President
Date: 3 – 31 – 08

[Signature Page to the Intellectual Property Agreement]

EX-2.8

Exhibit 2.8

TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT

between

VERIZON COMMUNICATIONS INC.

AND

FAIRPOINT COMMUNICATIONS, INC.

March 31, 2008

TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT

     This TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT (the “Trademark License Agreement”), effective as of March 31, 2008 (the “Effective Date”), is between Verizon Communications Inc., a Delaware corporation on behalf of itself and its Subsidiaries and Affiliates (“Licensee”), and FairPoint Communications, Inc., a Delaware corporation (“Licensor”). Licensor and Licensee being hereinafter referred to individually as a “Party” and collectively as the “Parties.”

     Whereas, Licensor is the owner of, or has a valid license to use in commerce and sublicense the use in commerce, the FAIRPOINT COMMUNICATIONS Logo as shown on the attached Schedule A and hereby made a part of this Trademark License Agreement, together with any additional and successor marks that may be adopted by Licensor during the Term and which Licensor desires to be used by Licensee (the “FAIRPOINT Mark”);

     Whereas, Licensor and Licensee have entered into the Agreement (as defined below), pursuant to which Northern New England Spinco Inc. (“Company”) will merge with and into Licensor (the “Merger”) and, at Closing of said Merger, Licensor will own all of the stock of Company;

     Whereas, after the Merger, Licensor and its Affiliates will operate the Spinco Business (as defined below) in the States of New Hampshire, Maine, and Vermont;

     Whereas, Licensor, Verizon Information Technologies Inc. (“Supplier”), Northern New England Telephone Operations Inc. and Enhanced Communications of Northern New England Inc. have entered into a Transition Services Agreement, dated as of January 15, 2007, whereby Supplier and its Affiliates will provide to Licensor, for its account and for the benefit of it and its Affiliates, certain services defined in the Transition Services Agreement (“TSA”) as “Transition Services”;

     Whereas, in connection with the Transition Services, the Parties wish to co-brand the Welcome webpages, Web Based Activation (WBA) webpage and What’s Next webpage of the online portal, the installation CD and user guide with the Co-Branded Logo shown on the attached Schedule B and hereby made a part of this Trademark License Agreement) (the “Co-Branded Logo”) to provide the services identified in Schedule D of the TSA (the “Schedule D Services”);

     Whereas, Licensee desires to obtain a nonexclusive, royalty-free license to use in commerce the FAIRPOINT Mark as part of the Co-Branded Logo, but solely as required in connection with Licensor’s receipt of the Schedule D Services, in Licensor’s conduct of the Spinco Business during the term of the TSA; and

     Whereas, Licensor is willing to grant Licensee the aforementioned license to use in commerce the FAIRPOINT Mark as part of the Co-Branded Logo, but solely as required in connection with the provision of Schedule D Services during the term of the TSA, upon the following terms and conditions.

     Now, therefore, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement or in the Intellectual Property Agreement (as defined below). Other capitalized terms, as used herein, have the meanings set forth below or in the body of this Trademark License Agreement.

(a)	“Affiliate” means any Person who, directly or indirectly, controls, is controlled by or is under common control with the relevant Party.
(b)	“Agreement” means the Agreement and Plan of Merger dated as of January 15, 2007 by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint Communications, Inc., as amended.
(c)	“Claim” is defined in Section 9 of this Trademark License Agreement.
(d)	“Co-Branded Logo” is defined in the Preamble to this Trademark License Agreement.
(e)	“Closing” is defined in the Agreement.
(f)	“Company” is defined in the Preamble to this Trademark License Agreement.
(g)	“Dispute” is defined in Section 12 of this Trademark License Agreement.
(h)	“FAIRPOINT License” is defined in Section 13(a) of this Trademark License Agreement.
(i)	“FAIRPOINT Mark” is defined in the Preamble to this Trademark License Agreement.
(j)	“Intellectual Property Agreement” means the Intellectual Property Agreement to be entered into as of the Closing by and among Licensor, Licensee and Company.
(k)	“Person” is defined in the Agreement.
(l)	“Standards” is defined is Section 5(a) of this Trademark License Agreement.
(m)	“Spinco Business” is defined in the Agreement.
(n)	“Subsidiaries” is defined in the Agreement.
(o)	“Term” is defined in Section 13 of this Trademark License Agreement.

(p)	“Trademarks” means trademarks, brand names, trade names, service marks, domain names, URLs, designs, graphics, logos and other indicia of origin of good/services, and any and all registrations and applications for registrations pertaining thereto, and all goodwill associated therewith.
(q)	“Transition Services Agreement” or “TSA” is defined in the Preamble to this Trademark License Agreement.
(r)	“Unauthorized Use” is defined in Section 7(a) of this Trademark License Agreement.

2. Grant of Licenses and Rights.

(a)	Licensor hereby grants to Licensee a personal, royalty-free, nonexclusive and nontransferable limited right and license to use in commerce the FAIRPOINT Mark solely as part of the Co-Branded Logo in connection with the provision of Schedule D Services for the duration of the Term in accordance with and subject to the following terms and conditions:
(b)	Scope of Use:
	Licensee shall not conduct any business, other than in connection with the provision of Schedule D Services using the FAIRPOINT Mark as part of the Co-Branded Logo.
(c)	Scope of Rights & Licenses:
	Except and to the extent expressly set forth in Section 2 of this Trademark License Agreement, Licensee agrees that no other rights or licenses, express or implied, are granted hereunder under any other Intellectual Property of Licensor or its Affiliates.

3. Covenants Regarding Licensee Infringement and Transfer Taxes.

(a) Licensor agrees and covenants that, in the event Licensor and/or its Affiliates are aware of any alleged infringement or misappropriation or nonlicensed use by Licensee during the Term of any Trademarks owned by Licensor or its Affiliates, or controlled and able to be licensed by Licensor or its Affiliates, and not otherwise licensed by the Licensee hereunder, , Licensor shall promptly provide written notice to Licensee detailing the grounds for such alleged infringement, misappropriation or nonlicensed use, and shall provide the Licensee ten (10) calendar days from date of notice to cure such alleged infringement, misappropriation or nonlicensed use prior to instituting or bringing any suit, action or claim. In the event the Parties are unable to resolve such alleged infringement, misappropriation or nonlicensed use within such ten (10) calendar days of the date of written notice to Licensee, Licensor and/or its Affiliates may seek to enforce such Trademarks; provided, however, nothing contained herein

	shall be deemed to be a waiver of any rights of Licensor or any of its Affiliates or prevent Licensor or any of its Affiliates from seeking immediate injunctive relief.
(b)	The provisions of the Tax Sharing Agreement shall be applicable and shall govern the responsibility of the Parties for all Taxes imposed by any Governmental Authority with respect to the transactions contemplated by or taken in connection with this Trademark License Agreement.

4. Inspection and Quality Control.

(a)	Licensor has the right to control the quality of Schedule D Services provided by Licensee in connection with the use of the FAIRPOINT Mark as part of the Co-Branded Logo as specifically described herein.
(b)	Licensee agrees that Licensee’s use of the Co-Branded Logo shall conform to the Standards as developed by the Parties (as defined in Section 5(a) below) and that the nature and quality of Schedule D Services provided by Licensee shall be of at least the quality of the products and services provided by Licensee immediately prior to the Effective Date. Licensee acknowledges that the maintenance of the quality for these purposes is of the essence of this Trademark License Agreement and that Licensee shall not provide goods or services in association with the FAIRPOINT Mark that do not meet such quality.
(c)	Licensee agrees to reasonably cooperate with Licensor in facilitating Licensor’s control of the nature and quality of Schedule D Services provided by Licensee under or in association with the use of the Co-Branded Logo and to permit reasonable, periodic inspections of such Schedule D Services, upon reasonable prior written notice and during regular business hours, by Licensor, to the extent reasonably necessary to verify Licensee’s compliance with the quality control provisions set forth herein. Such inspection shall be at Licensor’s expense.

5. Form of Use of FAIRPOINT Mark.

(a)

Licensee agrees and covenants that the style of use of the Co-Branded Logo shall be in the form and style conforming to the Verizon and FairPoint Co-Branding Standards developed by the Parties (the “Standards”), the current version of which is attached as Schedule C hereto and hereby made a part of this Trademark License Agreement. The Standards may be amended, modified or supplemented from time to time by the Parties agreeing in writing.

(b)

Licensee also agrees that, to the extent reasonably practical, Licensee shall cause to appear in connection with the FAIRPOINT Mark such legends, markings and notices as Licensor may reasonably require in order to give appropriate notice of any trademark rights therein. Licensee shall submit to Licensor for review and approval, at least five (5) business days prior to proposed use, any new materials in which the FAIRPOINT Mark is used; provided, however, once such new

materials are approved by Licensor, no further approval shall be required for further proposed uses during the Term to the extent such approved materials remain substantially the same as approved. Licensee shall not publish, distribute or use in commerce any such new materials without the prior written approval of the following representative of Licensor; provided that, such use shall be deemed approved if no response is received from Licensor within such five (5) business day period. A “writing” shall be deemed to include a communication by fax, email or other digital means to the extent it is confirmed by paper media delivered to the receiving Party within one business day of the digital communication. Communications to Licensor under this Section shall be sent to:

Rob Thompson
Director of Advertising & Brand Management
FairPoint Communications, Inc.
521 East Morehead St., Suite 250
Charlotte, NC 28202
rjthompson@fairpoint.com
704-227-3633

(d) The Parties agree that Licensee may not use the FAIRPOINT Mark and the Co-Branded Logo in connection with goods or services associated with any other third party owned Trademarks without the prior written approval of Licensor, which approval may be withheld by Licensor at its sole discretion.

6. Ownership and Goodwill.

(a)	Licensee acknowledges that, as between Licensor and Licensee, Licensor (or its licensor) is the sole and exclusive owner of rights in the FAIRPOINT Mark, and Licensee undertakes not to challenge the validity of the FAIRPOINT Mark, or any confusingly similar trademarks, service marks, trade names or domain names, or Licensor’s registration and ownership of the FAIRPOINT Mark, or any confusingly similar trademarks, service marks, trade names or domain names, and agrees that Licensee will do nothing inconsistent with such ownership.
(b)	Licensee further acknowledges and agrees that all use of the FAIRPOINT Mark by Licensee and all goodwill developed therefrom shall inure to the benefit of and be on behalf of Licensor (or its licensor). Licensee agrees that nothing in this Trademark License Agreement shall give Licensee any right, title or interest in or to the FAIRPOINT Mark other than the limited right to use the FAIRPOINT Mark in the manner expressly permitted by this Trademark License Agreement
(c)	Licensee agrees that Licensee will not utilize the FAIRPOINT Mark or any similar trademarks, service marks, trade names or domain names, except as expressly permitted hereunder. Licensee agrees that it will not hereafter seek registration of the FAIRPOINT Mark, the Co-Branded Logo or any confusingly

similar trademarks, service marks, trade names or domain names in Licensee’s name. Licensor agrees that it will not hereafter seek registration of the Co-Branded Logo or any confusingly similar trademarks, service marks, trade names or domain names in Licensor’s name. Licensee agrees to cooperate reasonably with Licensor, at Licensor’s expense, in the procurement of any registration of the FAIRPOINT Mark which Licensor may choose to undertake at Licensor’s sole discretion, including, but not limited to supplying evidence of use of the FAIRPOINT Mark to Licensor.

7. Infringement.

(a)	In the event that Licensee becomes aware of any unauthorized use of the FAIRPOINT Mark, or of any uses of confusingly similar trademarks, service marks, trade names or domain names, on or in connection with the marketing, advertising or provision of similar products or services in the Territory (each, an “Unauthorized Use”), Licensee shall promptly provide Licensor with written notice thereof.
(b)	Licensor shall have the right, but not the obligation, to challenge and attempt to eliminate each Unauthorized Use. Licensee, at Licensor’s expense, shall reasonably cooperate with Licensor in investigating, prosecuting and settling any infringement action instituted by Licensor against any person or entity engaging in an Unauthorized Use. Licensor may bring an action in the name of Licensor alone or in the name of both Licensor and Licensee with counsel of Licensor’s choosing but at Licensor’s expense.
(c)	Licensee shall not have the right to prosecute or settle an infringement action against any person or entity who engages in an Unauthorized Use, and Licensee shall not contact or take any other action against any person or entity who engages in an Unauthorized Use without Licensor’s prior written consent.
(d)	Any recovery obtained in connection with or as a result of any infringement action contemplated under this Section 7, whether by settlement or otherwise, shall be retained solely by Licensor.

8. Filing, Prosecution and Maintenance.

(a) Licensor shall be responsible for and shall use commercially reasonable efforts, with Licensee’s cooperation and assistance, to file, prosecute and maintain during the Term all trademarks and domain names and related registrations and registration applications for the FAIRPOINT Mark at Licensor’s cost and expense, to the extent that Licensee is then currently using such FAIRPOINT Mark. Licensor shall have sole and exclusive discretion regarding the filing, prosecution and maintenance of any related registrations and registration applications for the FAIRPOINT Mark, including whether to file, prosecute or maintain such registrations or registration applications. Except and to the extent

     expressly provided herein, nothing contained in this Trademark License Agreement shall be construed as:

     (i) requiring the securing or the maintaining of any Intellectual Property protection for the FAIRPOINT Mark, except and to the extent expressly set forth above;

     (ii) a warranty or representation as to the validity or scope of the FAIRPOINT Mark;

     (iii) an agreement to bring or prosecute actions or suits against third parties for Unauthorized Use; or

     (iv) conferring by implication, estoppel or otherwise any license or other right under any other Intellectual Property, except as and to the extent expressly granted herein.

9. Indemnification.

(a) Licensor shall indemnify and hold harmless Licensee and its officers, directors, stockholders, employees and agents from and against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, and expenses, including without limitation the costs and expenses (including reasonable attorney’s fees), as and when incurred, of investigating, preparing or defending any action, suit, proceeding or investigation asserted by a third party (collectively “Claims”) arising from or related to (i) use of the FAIRPOINT Mark in connection with the Schedule D Services provided by Licensee or (ii) use of the FAIRPOINT Mark as part of the Co-Branded Logo. It is understood and agreed that if a third party asserts a trademark infringement or dilution claim arising from or related to the use of the FAIRPOINT Mark by Licensee, Licensor, in its sole discretion, shall have the right to immediately cancel/terminate the license granted hereunder as to the FAIRPOINT Mark, subject to a reasonable phaseout period.

10. Representations and Warranties; Limitation of Liability.

(a)	Licensor warrants and represents that Licensor has the right to grant the rights and licenses granted herein and to enter into this Trademark License Agreement.
(b)	Licensee warrants and represents that Licensee has the right to enter into this Trademark License Agreement.
(c)	EXCEPT FOR THE EXPRESS WARRANTIES OF SECTIONS 10(a) AND (b) OF THIS TRADEMARK LICENSE AGREEMENT, THERE ARE NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE (EVEN IF LICENSOR

HAS BEEN MADE AWARE OF SUCH PURPOSE) AND ANY WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY WITH RESPECT TO THE FAIRPOINT MARK.

(d)

EXCEPT FOR LICENSOR’S OBLIGATIONS FOR INDEMNIFICATION AS SET FORTH IN THIS TRADEMARK LICENSE AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OF ITS AFFILIATES FOR ANY INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, OR OTHER INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS TRADEMARK LICENSE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE USE IN COMMERCE OF THE FAIRPOINT MARK IN THE PROVISION OF SCHEDULE D SERVICES OR AS PART OF THE CO-BRANDED LOGO OR ANY PORTION THEREOF DURING THE TERM.

11. Assignment of Goodwill.

Licensee agrees to and does hereby assign to Licensor (or its licensor) any and all goodwill Licensee may accrue through any use it may make or have made of the FAIRPOINT Mark after the Effective Date.

12. Dispute Resolution.

If any dispute, controversy, claim, question or difference (a “Dispute”) arises with respect to this Trademark License Agreement, or the performance or alleged breach, termination or validity thereof, or any term thereof, the Licensor and Licensee shall use their reasonable commercial efforts to settle the Dispute. To this end, each of the Licensor and Licensee will nominate one senior officer of the rank of assistant vice president, executive director or higher as its representative for purposes of attempting to resolve the Dispute. These representatives will meet in person and will attempt in good faith to resolve the Dispute. Such representatives will have ten (10) business days (from the date on which either Party delivers written notice of the Dispute) to resolve any Dispute to the mutual satisfaction of the Parties. If the Dispute is not so resolved, either Party may bring a legal action in accordance with the Agreement. Notwithstanding the foregoing, nothing contained herein shall prevent either party from terminating/canceling this Trademark License Agreement or from obtaining appropriate injunctive relief to prevent a continuing breach of this Trademark License Agreement.

13. Term and Termination.

(a)

The term of this Trademark License Agreement, including the right and license to Licensee to use the FAIRPOINT Mark in the provision of Schedule D Services, including as part of the Co-Branded Logo, (the “FAIRPOINT License”) shall continue until the expiration, cancellation or termination of the Schedule D Services (the “Term”) unless otherwise terminated in accordance with one of the provisions below.

(b)

This Trademark License Agreement may be terminated at any time by mutual written agreement of the Parties.

(c)	This Trademark License Agreement shall automatically terminate upon termination of the TSA.
(d)	This Trademark License Agreement may be terminated:

     (i) By Licensor in the event of any material breach of any provision of this Trademark License Agreement by Licensee. Licensor shall provide written notice to Licensee detailing the grounds for such breach, including anticipatory breach, and shall provide Licensee ten (10) calendar days from date of notice to cure such breach or, if such breach is not capable of being cured within such ten (10) calendar days, to cure such breach as soon thereafter as reasonably practicable provided diligent efforts have been commenced within such ten (10) calendar days and continue uninterrupted thereafter to cure such breach. In the event Licensee is unable to cure such breach (or commence cure as provided in the preceding sentence) within such ten (10) calendar days of the date of written notice to Licensee or the Parties are unable to otherwise resolve such breach within such ten (10) calendar days of the date of written notice to Licensee, Licensor and/or its Affiliates may immediately terminate/cancel any and all rights and licenses granted for the FAIRPOINT Mark, including pursuant to this Trademark License Agreement; provided, however, nothing contained herein shall be deemed to be a waiver of any rights of Licensor or any of its Affiliates or prevent Licensor or any of its Affiliates from seeking immediate injunctive relief or other remedies. The foregoing shall be in addition to any other rights and remedies available to Licensor.

     (ii) Immediately, by Licensor, if Licensee voluntarily files for bankruptcy or makes an assignment for the benefit of its creditors, or an involuntary assignment or bankruptcy petition is made or filed against Licensee and either the relevant proceeding has not been stayed or dismissed within ninety (90) calendar days or any of the actions sought in such proceeding (including the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official) is granted in whole or in part.

     (iii) By Licensee, for any reason, upon thirty (30) days prior written notice to Licensor.

14. Effect of Termination.

(a)	Upon any termination of this Trademark License Agreement, all rights of Licensee to use the FAIRPOINT Mark in the manner provided for in this Trademark License Agreement shall revert automatically to Licensor, and Licensee shall immediately discontinue all use of the FAIRPOINT Mark.
(b)	Licensor’s right of termination under Section 13 is in addition to any other rights it may have under this Trademark License Agreement or otherwise and the exercise of a right of termination will not be an election of remedies. Sections 14 and 15 shall not limit or affect any other rights or causes of action Licensor may

have with respect to Licensee and shall not act as a release of Licensee from any liability for breach of Licensee’s obligations under this Trademark License Agreement.

15. Specific Performance.

Licensee agrees that Licensor may be irreparably damaged in the event any of the provisions of this Trademark License Agreement are not fully performed by Licensee in accordance with their specific terms or are otherwise breached by Licensee and that in such event money damages would be an inadequate remedy for Licensor. Accordingly, Licensee agrees that Licensor shall be entitled to seek an immediate injunction to prevent any breaches, including anticipatory or further breaches, of the provisions of this Trademark License Agreement and to enforce specifically the terms and provisions hereof in any action instituted in any federal, state or foreign court having jurisdiction, in addition to any other remedy to which Licensor may be entitled at law or in equity. It is understood between the Parties that, in addition to the injunctive relief mentioned above, Licensor shall be entitled to any other relief which may be deemed proper and customary, whether at law or in equity, as of the time such relief is sought.

16. Miscellaneous.

(a)	Successors and Assigns. This Trademark License Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Notwithstanding anything to the contrary, Licensee may, upon prior notice to Licensor assign, without the consent of Licensor, any of its rights and obligations hereunder to any Subsidiary or Affiliate of the Licensee that is actually providing the Schedule D Services, provided that such Subsidiary or Affiliate agrees in writing to be bound by the terms and conditions of this Trademark License Agreement. This Trademark License Agreement shall be freely assignable and transferable by Licensor.
(b)	Survival. The provisions of Sections 6, 7(b), (c) and (d), 8, 9, 10(c), 11, 13, 14, 15 and 16 shall survive the termination, cancellation or expiration of this Trademark License Agreement and continue in full force and effect thereafter.
(c)	Except and to the extent expressly provided herein, the provisions of Article XI (Miscellaneous) of the Merger Agreement shall apply to this Trademark License Agreement and such provisions are expressly incorporated herein; provided, however, in the event of conflict between the provisions of this Trademark License Agreement and the Merger Agreement, the provisions of this Trademark License Agreement shall take precedence.

Signature Page Follows

     IN WITNESS WHEREOF, each of the Parties has caused this Trademark License Agreement to be executed in duplicate originals by its duly authorized representatives as of the Effective Date.

VERIZON COMMUNICATIONS INC.
By:	/s/ John W. Dierckson
Name:	John W. Dierckson
Title:	Executive VP-Strategy, Planning and Development
Date:	March 31, 2008
FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Shirley J. Linn
Name:	Shirley J. Linn
Title:	Executive Vice President
Date:	3 – 31 – 08

[Signature Page to the Transition Period Trademark License Agreement]

Explanatory Note Regarding Schedules

     The following schedules were omitted pursuant to Item 601 (b)(2) of Regulation S-K. FairPoint agrees to furnish a copy of the omitted schedules to the SEC upon request.

Transition Period Trademark License Agreement, dated as of March 31, 2008, by and between FairPoint Communications, Inc. and Verizon Communications Inc.

• Schedule A – FairPoint Mark

• Schedule B – Co-Branded Logo

• Schedule C – Verizon and FairPoint Co-Branding Standards

EX-4.1

Exhibit 4.1

NORTHERN NEW ENGLAND SPINCO INC.

13¹/8% SENIOR NOTES DUE 2018

INDENTURE

DATED AS OF MARCH 31, 2008

U.S. BANK NATIONAL ASSOCIATION

TRUSTEE

CROSS-REFERENCE TABLE¹

TIA	Indenture
Section	Section
310(a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.10
(b)	7.03, 7.08,7.10
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.06
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(1)	N.A.
(b)(2)	7.06, 7.07
(c)	7.06, 12.02
(d)	7.06
314(a)	4.03, 4.04, 12.05
(b)	N.A.
(c)(1)	12.04, 12.05
(c)(2)	12.04, 12.05
(c)(3)	N.A.
(d)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05
(c)	7.01
(d)	7.01
(e)	6.11
316(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(a) (last sentence)	2.10
(b)	6.07
3.17(a)(1)	6.08
(a)(2)	6.09

1	N.A. means not applicable.
	This Cross-Reference Table is not part of this Indenture.

-i-

TIA	Indenture
Section	Section
3.17(b)	2.04
3.18(a)	12.01
3.18(b)	N.A.
3.18(c)	12.01

-ii-

TABLE OF CONTENTS

		Page
ARTICLE One DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01.	Definitions		1
Section 1.02.	Other Definitions		23
Section 1.03.	Incorporation by Reference of Trust Indenture Act		23
Section 1.04.	Rules of Construction		24
ARTICLE Two
THE NOTES
Section 2.01.	Form and Dating		24
Section 2.02.	Execution and Authentication		25
Section 2.03.	Methods of Receiving Payments on the Notes		26
Section 2.04.	Registrar and Paying Agent		26
Section 2.05.	Paying Agent to Hold Money in Trust		26
Section 2.06.	Holder Lists		27
Section 2.07.	Transfer and Exchange		27
Section 2.08.	Replacement Notes		38
Section 2.09.	Outstanding Notes		39
Section 2.10.	Treasury Notes		39
Section 2.11.	Temporary Notes		39
Section 2.12.	Cancellation		39
Section 2.13.	Defaulted Interest		40
Section 2.14.	CUSIP Numbers		40
ARTICLE Three REDEMPTION AND OFFERS TO PURCHASE
Section 3.01.	Notices to Trustee		40
Section 3.02.	Selection of Notes to Be Redeemed		40
Section 3.03.	Notice of Redemption		41
Section 3.04.	Effect of Notice of Redemption		42
Section 3.05.	Deposit of Redemption Price		42
Section 3.06.	Notes Redeemed in Part		42
Section 3.07.	Optional Redemption		42
Section 3.08.	Repurchase Offers		43
Section 3.09.	No Sinking Fund		44
ARTICLE Four COVENANTS
Section 4.01.	Payment of Notes		45
Section 4.02.	Maintenance of Office or Agency		45

-iii-

		Page
Section 4.03.	Reports		45
Section 4.04.	Compliance Certificate		46
Section 4.05.	Taxes		47
Section 4.06.	Stay, Extension and Usury Laws		47
Section 4.07.	Restricted Payments		47
Section 4.08.	Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries		50
Section 4.09.	Incurrence of Indebtedness		52
Section 4.10.	Asset Sales		55
Section 4.11.	Transactions with Affiliates		56
Section 4.12.	Liens		58
Section 4.13.	Business Activities		58
Section 4.14.	Offer to Repurchase upon a Change of Control		58
Section 4.15.	[INTENTIONALLY LEFT BLANK]		59
Section 4.16.	Designation of Restricted and Unrestricted Subsidiaries		59
Section 4.17.	Payments for Consent		61
Section 4.18.	Guarantees		61
Section 4.19.	Sale and Leaseback Transactions		61
ARTICLE Five SUCCESSORS
Section 5.01.	Merger, Consolidation or Sale of Assets		61
Section 5.02.	Successor Corporation Substituted		62
ARTICLE Six DEFAULTS AND REMEDIES
Section 6.01.	Events of Default		63
Section 6.02.	Acceleration		64
Section 6.03.	Other Remedies		65
Section 6.04.	Waiver of Past Defaults		65
Section 6.05.	Control by Majority		65
Section 6.06.	Limitation on Suits		66
Section 6.07.	Rights of Holders of Notes to Receive Payment		66
Section 6.08.	Collection Suit by Trustee		66
Section 6.09.	Trustee May File Proofs of Claim		66
Section 6.10.	Priorities		67
Section 6.11.	Undertaking for Costs		67
ARTICLE Seven TRUSTEE
Section 7.01.	Duties of Trustee		67
Section 7.02.	Certain Rights of Trustee		68
Section 7.03.	Individual Rights of Trustee		69
Section 7.04.	Trustee’s Disclaimer		70
Section 7.05.	Notice of Defaults		70
Section 7.06.	Reports by Trustee to Holders of the Notes		70
Section 7.07.	Compensation and Indemnity		70
Section 7.08.	Replacement of Trustee		71
Section 7.09.	Successor Trustee by Merger, Etc.		72

-iv-

		Page
Section 7.10.	Eligibility; Disqualification		72
Section 7.11.	Preferential Collection of Claims Against Issuer		72
ARTICLE Eight DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance		73
Section 8.02.	Legal Defeasance and Discharge		73
Section 8.03.	Covenant Defeasance		73
Section 8.04.	Conditions to Legal or Covenant Defeasance		74
Section 8.05.	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous
	Provisions		75
Section 8.06.	Repayment to the Issuer		75
Section 8.07.	Reinstatement		76
ARTICLE Nine AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01.	Without Consent of Holders of Notes		76
Section 9.02.	With Consent of Holders of Notes		77
Section 9.03.	Compliance with Trust Indenture Act		79
Section 9.04.	Revocation and Effect of Consents		79
Section 9.05.	Notation on or Exchange of Notes		79
Section 9.06.	Trustee To Sign Amendments, Etc.		79
ARTICLE Ten NOTE GUARANTEES
Section 10.01.	Guarantee		79
Section 10.02.	Limitation on Guarantor Liability		80
Section 10.03.	Execution and Delivery of Note Guarantee		81
Section 10.04.	Guarantors May Consolidate, Etc., on Certain Terms		81
Section 10.05.	Release of Guarantor		82
ARTICLE Eleven SATISFACTION AND DISCHARGE
Section 11.01.	Satisfaction and Discharge		82
Section 11.02.	Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions		83
Section 11.03.	Repayment to the Issuer		83
ARTICLE Twelve MISCELLANEOUS
Section 12.01.	Trust Indenture Act Controls		84
Section 12.02.	Notices		84
Section 12.03.	Communication by Holders of Notes with Other Holders of Notes		85
Section 12.04.	Certificate and Opinion as to Conditions Precedent		85
Section 12.05.	Statements Required in Certificate or Opinion		86
Section 12.06.	Rules by Trustee and Agents		86

-v-

		Page
Section 12.07.	No Personal Liability of Directors, Officers, Employees and Stockholders		86
Section 12.08.	Governing Law		86
Section 12.09.	Consent to Jurisdiction		86
Section 12.10.	No Adverse Interpretation of Other Agreements		87
Section 12.11.	Successors		87
Section 12.12.	Severability		87
Section 12.13.	Counterpart Originals		87
Section 12.14.	Acts of Holders		87
Section 12.15.	Benefit of Indenture		88
Section 12.16.	Table of Contents, Headings, Etc.		88

EXHIBITS

Exhibit A	FORM OF NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E	FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS

-vi-

          INDENTURE dated as of March 31, 2008 among Northern New England Spinco Inc., a Delaware corporation (the “Issuer”), and U.S. Bank National Association, as Trustee.

          The Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its 13¹/8% Senior Notes due 2018 to be issued in one or more series as provided in this Indenture. All things necessary to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done.

          The Issuer and the Trustee (as defined below) agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined below) of the Issuer’s 13¹/8% Senior Notes due 2018:

ARTICLE ONE
DEFINITIONS AND INCORPORATION
BY REFERENCE

          Section 1.01. Definitions.

          “144A Global Note” means a Global Note substantially in the form of Exhibit A bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes sold in reliance on Rule 144A.

          “Acquisition Adjustment” shall mean, (A) an amount, not to exceed $71.0 million in the aggregate, equal to the sum, without duplication (but only to the extent deducted in determining Consolidated Net Income for such period), of (i) training, conversion of data and any other items expensed in relation to systems stand-up/conversion arising solely from the Transactions, (ii) one-time expenses related to the recruitment of employees hired within three hundred and sixty (360) days of the Issue Date and (iii) expenses related to (1) auditing, tax and compliance with the Sarbanes-Oxley Act of 2002, (2) marketing and community relations, (3) investor relations and (4) any other consulting, contract services or legal expenses, for each of (1), (2), (3) and (4) above that would not have occurred absent the Merger and accrued within three hundred and sixty (360) days of the Issue Date, (B) an amount, not to exceed $15.0 million in the aggregate, equal to (but only to the extent deducted in determining Consolidated Net Income for such period) any cash payments that are reclassified from capital expenditures to operating expenses due to changes in the Issuer’s accounting policies, and (C) an amount, not to exceed $34.0 million in the aggregate, equal to (but only to the extent deducted in determining Consolidated Net Income for such period) the data conversion costs related to the set-up of the Transition Services Agreement Incurred in any one fiscal quarter after the Issue Date.

          “Additional Interest” means all additional interest owing on the Notes pursuant to the Registration Rights Agreement.

          “Additional Notes” means an unlimited maximum aggregate principal amount of Notes (other than the Notes issued on the date hereof) issued under this Indenture in accordance with Sections 2.02 and 4.09.

          “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this

definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

          “Agent” means any Registrar or Paying Agent.

          “Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

          “Asset Sale” means:

     (1) the sale, lease, conveyance or other disposition of any assets, other than a transaction governed by Section 4.14 and/or Section 5.01; and

     (2) the issuance of Equity Interests by any of the Issuer’s Restricted Subsidiaries or the sale by the Issuer or any Restricted Subsidiary of the Issuer of Equity Interests in any of the Issuer’s Subsidiaries (other than directors’ qualifying shares and shares issued to foreign nationals to the extent required by applicable law).

          Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales:

     (1) any single transaction or series of related transactions that involves assets or Equity Interests having a Fair Market Value of less than $25.0 million;

     (2) a transfer of assets or Equity Interests between or among the Issuer and its Restricted Subsidiaries;

     (3) an issuance of Equity Interests by a Restricted Subsidiary of the Issuer to the Issuer or to another Restricted Subsidiary of the Issuer;

     (4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business;

     (5) the sale or other disposition of Cash Equivalents;

     (6) dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings;

     (7) a Restricted Payment that is permitted by Section 4.07 and any Permitted Investment;

     (8) any sale or disposition of any property or equipment that has become damaged, surplus, worn out or obsolete;

     (9) the creation of a Lien not prohibited by this Indenture;

     (10) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

     (11) licenses of intellectual property;

-2-

     (12) any disposition of Designated Noncash Consideration; provided that such disposition increases the amount of Net Proceeds of the Asset Sale that resulted in such Designated Noncash Consideration;

     (13) any foreclosure upon any assets of the Issuer or any of its Restricted Subsidiaries pursuant to the terms of a Lien not prohibited by the terms of this Indenture; provided that such foreclosure does not otherwise constitute a Default under this Indenture; and

     (14) any release of intangible claims or rights in connection with the loss or settlement of a bona fide lawsuit, dispute, or controversy.

          “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

          “Bankruptcy Law” means title 11 of the United States Code or any similar federal or state law for the relief of debtors.

          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” shall have a corresponding meaning.

          “Board of Directors” means:

     (1) with respect to a corporation, the board of directors of the corporation or, except in the context of the definitions of “Change of Control” and “Continuing Directors,” a duly authorized committee thereof;

     (2) with respect to a partnership, the Board of Directors of the general partner of the partnership; and

     (3) with respect to any other Person, the board or committee of such Person serving a similar function.

          “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Issuer to have been duly adopted by the Board of Directors of the Issuer and to be in full force and effect on the date of such certification.

          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

          “Business Day” means any day other than a Legal Holiday.

-3-

          “Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

          “Capital Stock” means:

     (1) in the case of a corporation, corporate stock;

     (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

     (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

     (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

          “Cash Equivalents” means:

     (1) U.S. dollars and foreign currency received in the ordinary course of business or exchanged into U.S. dollars within 180 days;

     (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), maturing, unless such securities are deposited to defease any Indebtedness, not more than one year from the date of acquisition;

     (3) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any lender party under the Credit Agreement or any domestic commercial bank having capital and surplus in excess of $500.0 million and a rating at the time of acquisition thereof of P-1 or better from Moody’s Investors Service, Inc. or A-1 or better from Standard & Poor’s Rating Services;

     (4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

     (5) commercial paper issued by a corporation (other than an Affiliate of the Issuer) rated at least “A-2” or higher from Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and in each case maturing within one year after the date of acquisition;

     (6) securities issued and fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, rated at least “A” by Moody’s Investors Service, Inc. or Standard & Poor’s Rating Services and having maturities of not more than one year from the date of acquisition; and

     (7) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (6) of this definition.

-4-

          “Change of Control” means the occurrence of any of the following (other than in connection with the Transactions):

     (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act);

     (2) the adoption of a plan relating to the liquidation or dissolution of the Issuer;

     (3) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Issuer;

     (4) the first day on which a majority of the members of the Board of Directors of the Issuer are not Continuing Directors; or

     (5) the Issuer consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Issuer, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Issuer or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Issuer outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), becomes, directly or indirectly, the Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person.

          “Clearstream” means Clearstream Banking S.A. and any successor thereto.

          “Commission” means the United States Securities and Exchange Commission.

          “Common Stock” means, with respect to any Person, any Capital Stock (other than Preferred Stock) of such Person, whether outstanding on the Issue Date or issued thereafter.

          “Consolidated Cash Flow” means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication for any period, Consolidated Net Income for such period adjusted by:

     (1) adding thereto, an amount equal to the sum, without duplication (but only to the extent deducted in determining Consolidated Net Income for such period), of:

     (a) provisions for taxes based on income,

     (b) Consolidated Interest Expense,

     (c) amortization and depreciation expense (including any amortization or write-off related to the write-up of any assets as a result of purchase accounting and the write-off of deferred financing costs),

-5-

     (d) losses on sales of assets (excluding sales in the ordinary course of business) and other extraordinary losses,

     (e) the non-cash portion of any retirement or pension plan expense Incurred by the Issuer or any of its Subsidiaries,

     (f) all one-time cash costs and expenses paid with respect to advisory services, financing sources and other advisors retained prior to the Issue Date with respect to the Transactions during such period,

     (g) expenses Incurred under the Transition Services Agreement during such period; provided that such expenses are Incurred on or prior to the date that is 15 months after the Issue Date,

     (h) any other non-cash charges (including non-cash costs arising from implementation of SFAS 106 and SFAS 109) accrued by the Issuer and its Subsidiaries during such period (except to the extent any such charge will require a cash payment in a future period), and

     (i) the Acquisition Adjustment for such period; and

          (B) subtracting therefrom, an amount equal to the sum, without duplication (but only to the extent included in determining Consolidated Net Income for such period), of:

     (a) gains on sales of assets (excluding sales in the ordinary course of business) and other extraordinary gains and

     (b) all non-cash gains and non-cash income accrued by the specified Person and its Subsidiaries during such period, all as determined for the Issuer and its Subsidiaries on a consolidated basis in accordance with GAAP. For the avoidance of doubt, it is understood and agreed that, to the extent any net income (or loss) of any Subsidiary is excluded from the calculation of Consolidated Net Income in accordance with the definition thereof contained herein, any add-backs to, or deductions from, Consolidated Net Income in determining Consolidated Cash Flow as provided above shall be calculated in a fashion consistent with the limitations and/or exclusions provided in the definition of Consolidated Net Income contained herein.

          “Consolidated Interest Expense” means, for any period, the sum of

     (1) total interest expense (including the portion that is attributable to Indebtedness represented by Capital Lease Obligations in accordance with GAAP) of the Issuer and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of the Issuer and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and without duplication net costs and/or net benefits under Indebtedness represented by Hedging Obligations, but excluding, however, all non-cash interest expense to the extent included in total interest expense and the amortization of deferred financing costs) plus

     (2) the product of (x) the amount of all cash dividend requirements (whether or not declared or paid) on Disqualified Stock paid, accrued or scheduled to be paid or accrued during such period multiplied by (y) a fraction, the numerator of which is one and the denominator of

-6-

which is one minus the then current effective consolidated Federal, state, local and foreign tax rate of the Issuer as reflected in the audited consolidated financial statements of the Issuer for its most recently completed fiscal year, which amounts described in this clause (2) shall be treated as interest expense of the Issuer and its Subsidiaries for purposes of this definition regardless of the treatment of such amounts under GAAP; provided that, for the purposes of any determination of Consolidated Interest Expense for any period ending on or prior to December 31, 2008, Consolidated Interest Expense for such period shall be Consolidated Interest Expense for the portion of such period occurring on and after the Issue Date multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days elapsed from the Issue Date to the last day of such period (in each case take as one accounting period); provided, further, that for the purposes of this definition, any dividends or interest, as applicable, paid on Permitted Junior Capital that is issued and outstanding pursuant to Section 4.09(b)(xv) and any accrued dividends or interests, as applicable, paid in kind thereon shall be deemed to be excluded from the calculation of “Consolidated Interest Expense”.

          “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of:

     (1) the aggregate outstanding amount of Indebtedness of the Issuer and its Restricted Subsidiaries as of such date of determination on a consolidated basis (subject to the terms described in the paragraph (2) below) after giving pro forma effect to the incurrence of the Indebtedness giving rise to the need to make such calculation (including a pro forma application of the use of proceeds therefrom) on such date, to

     (2) the Consolidated Cash Flow of the Issuer for the most recent four full fiscal quarters for which internal financial statements are available immediately prior to such date of determination.

     For purposes of this definition:

     (a) Consolidated Cash Flow shall be calculated on a pro forma basis after giving effect to (A) the incurrence of the Indebtedness of the Issuer and its Restricted Subsidiaries (and the application of the proceeds therefrom) giving rise to the need to make such calculation and any incurrence (and the application of the proceeds therefrom) or repayment of other Indebtedness on the date of determination, and (B) any acquisition or disposition (including, without limitation, any acquisition giving rise to the need to make such calculation as a result of the Issuer or one of its Restricted Subsidiaries (including any Person that becomes a Restricted Subsidiary as a result of such acquisition) incurring, assuming or otherwise becoming liable for Indebtedness) at any time on or subsequent to the first day of the applicable four-quarter period specified in clause (2) of the preceding paragraph (1) and on or prior to the date of determination, as if such acquisition or disposition (including the incurrence or assumption of any such Indebtedness and also including any Consolidated Cash Flow associated with such acquisition or disposition) occurred on the first day of such four-quarter period; and

     (b) pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer and may give effect to any operating improvements and cost reductions that have occurred or are reasonably expected to occur in the good faith judgment of such responsible financial or accounting officer of the Issuer (regardless of whether those operating improvements or cost reductions could then be reflected in pro forma financial statements prepared in accordance with Regulation S-X under the Securities Act or any other regulation or policy of the Commission related thereto).

-7-

          “Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries on a consolidated basis for such period (taken as a single accounting period), determined in conformity with GAAP; provided that there shall be excluded from the calculation thereof (without duplication):

     (1) the income (or loss) of any Person (other than Subsidiaries of the specified Person) in which any other Person (other than the specified Person or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the specified Person or any of its Subsidiaries by such Person during such period,

     (2) except for determinations expressly required to be made after giving pro forma effect to the acquisition of any Person, the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the specified Person or is merged into or consolidated with the specified Person or any of its Subsidiaries or that Person’s assets are acquired by the specified Person or any of its Subsidiaries and

     (3) the income of any Subsidiary of the specified Person to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

          “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Issuer who:

     (1) was a member of such Board of Directors on the Issue Date; or

     (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 or such other address as to which the Trustee may give notice to the Issuer.

          “Credit Agreement” means that certain Credit Agreement, dated as of March 31, 2008 by and among FairPoint, the Issuer, Lehman Commercial Paper Inc., as administrative agent, Bank of America, N.A., as syndication agent, Morgan Stanley Senior Funding, Inc. and Deustsche Bank Securities Inc., as co-documentation agents, the other lenders named therein, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time (including increases in the amounts available for borrowing thereunder), regardless of whether such amendment, restatement, modification, renewal, refunding, replacement or refinancing is with the same financial institutions, investors or otherwise.

          “Credit Facilities” means one or more debt facilities (including, without limitation, the Credit Agreement and indentures or debt securities) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term debt, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time, including any refunding, replacement or refinancing thereof through the issuance of debt securities.

-8-

          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

          “Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

          “Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.07, substantially in the form of Exhibit A, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.04 as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

          “Designated Noncash Consideration” means the Fair Market Value of noncash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

          “Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such dates shall be deemed to be Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Issuer may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07. The term “Disqualified Stock” shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature.

          “DTC” means The Depository Trust Company.

          “Earn-Out Obligation” means any contingent consideration based on future operating performance of the acquired entity or assets or other purchase price adjustment or indemnification obligation, payable following the consummation of an acquisition based on criteria set forth in the documentation governing or relating to such acquisition.

          “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system, and any successor thereto.

-9-

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Exchange Notes” means the Notes issued in the Exchange Offer in accordance with Section 2.07(f).

          “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

          “Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

          “Existing Indebtedness” means the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries (other than Indebtedness under the Credit Agreement or under the Notes) in existence on the Issue Date after giving effect to the application of the proceeds of (1) the Notes and (2) any borrowings made under the Credit Agreement on the Issue Date, until such amounts are repaid.

          “Fair Market Value” means the price that would be paid in an arm’s-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors of the Issuer, whose determination, unless otherwise specified below, shall be conclusive if evidenced by a Board Resolution. Notwithstanding the foregoing, (1) the Board of Directors’ determination of Fair Market Value must be evidenced by a Board Resolution attached to an Officers’ Certificate delivered to the Trustee if the Fair Market Value exceeds $25.0 million and (2) the Board of Directors’ determination of Fair Market Value must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $50.0 million.

          “FairPoint” means FairPoint Communications, Inc., a Delaware corporation, and its successors.

          “GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date.

          “Global Note Legend” means the legend set forth in Section 2.07(g)(ii), which is required to be placed on all Global Notes issued under this Indenture.

          “Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A, issued in the name of the Depositary or its nominee in accordance with Section 2.01 or Section 2.07.

          “Government Securities” means securities that are direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged.

          “Guarantee” means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person.

-10-

          “Guarantors” means any Subsidiary of the Issuer that executes a Guarantee of the Notes in accordance with the provisions of this Indenture; and their respective successors and assigns until released from their obligations under their Guarantees of the Notes and this Indenture in accordance with the terms of this Indenture.

          “Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under:

     (1) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements with respect to interest rates;

     (2) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements with respect to commodity prices; and

     (3) foreign exchange contracts, currency swap agreements and other agreements or arrangements with respect to foreign currency exchange rates.

     “Holder” means a Person in whose name a Note is registered.

          “Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Issuer shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Issuer and (2) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock (to the extent provided for when the Indebtedness or Disqualified Stock or Preferred Stock on which such interest or dividend is paid was originally issued) shall be considered an Incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Consolidated Interest Expense and Indebtedness of the Issuer or its Restricted Subsidiary as accrued.

          “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

     (1) in respect of borrowed money;

     (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

     (3) in respect of banker’s acceptances;

     (4) in respect of Capital Lease Obligations and Attributable Debt;

     (5) in respect of the balance deferred and unpaid of the purchase price of any property or services; provided that Indebtedness shall not include (A) any Earn-Out Obligation or obligation in respect of purchase price adjustment, except to the extent that the contingent consideration relating thereto is not paid within 15 Business Days after the contingency relating thereto is resolved and (B) (i) deferred payments, trade payables, accrued expenses and receipts of progress and advance payments, in each case including any accrued interest thereon and (ii) amounts

-11-

owed by the Issuer or any of its Affiliates to Verizon or any of its Affiliates under the Transition Services Agreement (which are not covered by clause (B)(i) above) in an aggregate amount not to exceed $50.0 million (excluding interest accrued thereon);

     (6) representing Hedging Obligations;

     (7) representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends; or

     (8) in the case of a Subsidiary of such Person, representing Preferred Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends,

if and to the extent any of the preceding items (other than letters of credit and other than clauses (4), (5), (6), (7) or (8)) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person); provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person; provided further that any obligation of the Issuer or any Restricted Subsidiary in respect of minimum guaranteed commissions, or other similar payments, to clients, minimum returns to clients or stop loss limits in favor of clients or indemnification obligations to clients, in each case pursuant to contracts to provide services to clients entered into in the ordinary course of business, shall be deemed not to constitute Indebtedness. For purposes hereof, the “maximum fixed repurchase price” of any Disqualified Stock or Preferred Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock or Preferred Stock, as applicable, as if such Disqualified Stock or Preferred Stock were repurchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture.

          The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be:

     (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

     (2) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

          “Indenture” means this Indenture, as amended or supplemented from time to time.

          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

          “Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, which is not also a QIB.

          “Investments” means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the form of loans or other extensions of credit (in-

-12-

cluding Guarantees), advances, capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. Except as otherwise provided in this Indenture, the amount of an Investment will be determined at the time the Investment is made and without giving effect to subsequent changes in value.

          If the Issuer or any of its Restricted Subsidiaries sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Issuer such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Issuer, the Issuer shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Investment in such Subsidiary not sold or disposed of. The acquisition by the Issuer or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Issuer or such Restricted Subsidiary in such third Person in an amount equal to the Fair Market Value of the Investment held by the acquired Person in such third Person.

          “Issue Date” means the date of original issuance of the Notes under this Indenture.

          “Issuer” means Northern New England Spinco Inc., a Delaware corporation, until a successor replaces it pursuant to Article Five and thereafter means the successor.

          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in The City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed.

          “Legended Regulation S Global Note” means a Global Note in the form of Exhibit A bearing the Global Note Legend, the Private Placement Legend and the Regulation S Global Note Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount at maturity of the Notes initially sold in reliance on Rule 903 of Regulation S.

          “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

          “Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

          “Master Services Agreement” means the Master Services Agreement, dated as of January 15, 2007, by and between Capgemini, U.S. LLC and the Issuer, as amended, as in effect on the Issue Date (and any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is, as determined in good faith by the Issuer’s Board of Directors, not materially more disadvantageous to the Holders than the original agreement or arrangement in existence on the Issue Date).

          “Merger” means the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 15, 2007, by and among Verizon, the Issuer and FairPoint, as amended (in-

-13-

cluding, without limitation, the merger of Spinco with and into FairPoint, with FairPoint continuing as the surviving corporation).

          “Net Income” means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends, excluding, however:

     (1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with: (a) any sale of assets outside the ordinary course of business of such Person; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and

     (2) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss.

          “Net Proceeds” means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (1) the direct costs relating to such Asset Sale and the sale or other disposition of any such non-cash consideration, including, without limitation, legal, accounting, investment banking and brokerage fees, and sales commissions, and any relocation expenses Incurred as a result thereof, (2) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (3) amounts required to be applied to the repayment of Indebtedness or other liabilities secured by a Lien on the asset or assets that were the subject of such Asset Sale or required to be paid as a result of such sale (other than the Credit Agreement), (4) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, (5) in the case of any Asset Sale by a Restricted Subsidiary of the Issuer, payments to holders of Equity Interests in such Restricted Subsidiary in such capacity (other than such Equity Interests held by the Issuer or any Restricted Subsidiary thereof) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Equity Interests in such Restricted Subsidiary held by the Issuer or any Restricted Subsidiary thereof and (6) appropriate amounts to be provided by the Issuer or its Restricted Subsidiaries as a reserve against liabilities associated with such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, all as determined in accordance with GAAP; provided that (a) excess amounts set aside for payment of taxes pursuant to clause (2) above remaining after such taxes have been paid in full or the statute of limitations therefor has expired and (b) amounts initially held in reserve pursuant to clause (6) no longer so held, shall, in the case of each of subclause (a) and (b), at that time become Net Proceeds.

          “Non-Recourse Debt” means Indebtedness:

     (1) as to which neither the Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) other than a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder, (b) is directly or indirectly liable as a guarantor or otherwise, or (c) constitutes the lender;

     (2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon no-

-14-

tice, lapse of time or both any holder of any other Indebtedness (other than the Notes) of the Issuer or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and

     (3) as to which either (a) the explicit terms provide that there is no recourse against any of the assets of the Issuer or any Restricted Subsidiary thereof or (b) the lenders have been notified in writing that they shall not have any recourse to the stock or assets of the Issuer or any of its Restricted Subsidiaries, in each case other than recourse against the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder.

          “Non-U.S. Person” means a Person who is not a U.S. Person.

          “Notes” means the 13¹/8% Senior Notes due 2018 of the Issuer issued on the date hereof and any Additional Notes, including any Exchange Notes. The Notes and the Additional Notes (including any Exchange Notes), if any, shall be treated as a single class for all purposes under this Indenture.

          “Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

          “Offering Memorandum” means the offering memorandum, dated March 26, 2008, relating to the Issuer’s 13¹/8% Senior Notes due 2018.

          “Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of such Person.

          “Officers’ Certificate” means a certificate signed on behalf of the Issuer by at least two Officers of the Issuer, one of whom must be the principal executive officer, the principal financial officer or the principal accounting officer of the Issuer, that meets the requirements of this Indenture.

          “Opinion of Counsel” means an opinion from legal counsel (who may be counsel to or an employee of the Issuer) that meets the requirements of this Indenture.

          “Original Issuance” shall mean the issuance of $551,000,000 aggregate principal amount of Notes by the Issuer to Verizon New England Inc. on the Issue Date in the form of Definitive Notes.

          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and with respect to DTC, shall include Euroclear and Clearstream).

          “Permitted Business” means any business conducted or proposed to be conducted (as described in the Offering Memorandum) by the Issuer and its Restricted Subsidiaries on the Issue Date and other businesses reasonably related, ancillary or incidental, thereto or a reasonable extension or expansion thereof.

          “Permitted Investments” means:

     (1) any Investment in the Issuer or in a Restricted Subsidiary of the Issuer;

     (2) any Investment in Cash Equivalents;

-15-

     (3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person, if as a result of such Investment:

     (a) such Person becomes a Restricted Subsidiary of the Issuer; or

     (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer;

     (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10;

     (5) Hedging Obligations permitted under Section 4.09(b)(viii) that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes;

     (6) any Investment acquired by the Issuer or any of its Restricted Subsidiaries (a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable or (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

     (7) advances to customers or suppliers in the ordinary course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Issuer or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business;

     (8) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

     (9) advances to employees not in excess of $5.0 million outstanding at any one time in the aggregate;

     (10) commission, payroll, travel and similar advances to officers and employees of the Issuer or any of its Restricted Subsidiaries that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

     (11) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

     (12) Investments represented by guarantees that are otherwise permitted under this Indenture;

     (13) Investments resulting from the creation of Liens on the assets of the Issuer or any of the Restricted Subsidiaries that are otherwise permitted under this Indenture; and

     (14) other Investments in any Person (provided that any such Person is either (i) not an Affiliate of the Issuer or (ii) is an Affiliate of the Issuer (A) solely because the Issuer, directly

-16-

or indirectly, owns Equity Interests in, or controls, such Person or (B) engaged in bona fide business operations and is an Affiliate solely because it is under common control with the Issuer) having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (14) since the Issue Date, not to exceed the greater of (x) 3.0% of Tangible Assets at the time of such Investment and (y) $75.0 million.

          “Permitted Junior Capital” means and includes (i) any Permitted Unsecured Debt and (ii) any Preferred Stock of the Issuer.

          “Permitted Liens” means:

     (1) Liens securing Indebtedness permitted to be Incurred and outstanding at such time under this Indenture in an amount not to exceed the greater of (x) the amount permitted to be Incurred and outstanding pursuant to Section 4.09(b)(i), (iv) and (xiv) and (y) 3.0% of Tangible Assets (on a pro forma basis) at the time of such Incurrence;

     (2) Liens in favor of the Issuer or any Restricted Subsidiary thereof;

     (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Issuer or any Restricted Subsidiary thereof; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Issuer or the Restricted Subsidiary;

     (4) Liens on property existing at the time of acquisition thereof by the Issuer or any Restricted Subsidiary thereof; provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Issuer or the Restricted Subsidiary;

     (5) Liens securing the Notes and any Guarantee of the Notes;

     (6) Liens existing on the Issue Date (excluding any such Liens securing Indebtedness under the Credit Agreement);

     (7) Liens securing Permitted Refinancing Indebtedness; provided that such Liens do not extend to any property or assets other than the property or assets that secure the Indebtedness being refinanced;

     (8) Liens on property or assets used to defease or to satisfy and discharge Indebtedness; provided that (a) the Incurrence of such Indebtedness was not prohibited by this Indenture and (b) such defeasance or satisfaction and discharge is not prohibited by this Indenture;

     (9) Liens securing obligations that do not exceed $10.0 million at any one time outstanding;

     (10) Liens on cash or Cash Equivalents securing Hedging Obligations of the Issuer or any of its Restricted Subsidiaries (a) that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, or (b) securing letters of credit that support such Hedging Obligations;

-17-

     (11) Liens Incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other social security obligations;

     (12) Liens, deposits or pledges to secure the performance of bids, tenders, contracts (other than contracts for the payment of Indebtedness), leases, or other similar obligations arising in the ordinary course of business;

     (13) survey exceptions, encumbrances, easements or reservations of, or rights of other for, rights of way, zoning or other restrictions as to the use of properties, and defects in title which, in the case of any of the foregoing, were not Incurred or created to secure the payment of Indebtedness, and which in the aggregate do not materially adversely affect the value of such properties or materially impair the use for the purposes of which such properties are held by the Issuer or any of its Restricted Subsidiaries;

     (14) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

     (15) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

     (16) Liens in favor of collecting or payor banks having a right of setoff, revocation, refund or chargeback with respect to money or instruments of the Issuer or any Subsidiary thereof on deposit with or in possession of such bank;

     (17) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense (other than any property that is the subject of a Sale Leaseback Transaction);

     (18) Liens for taxes, assessments and governmental charges not yet delinquent or being contested in good faith and for which adequate reserves have been established to the extent required by GAAP;

     (19) Liens arising from precautionary UCC financing statements regarding operating leases or consignments; and

     (20) Liens of franchisors in the ordinary course of business not securing Indebtedness.

          “Permitted Refinancing Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that:

     (1) the amount of such Permitted Refinancing Indebtedness does not exceed the amount of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued and unpaid interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith);

-18-

     (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

     (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or any Guarantee of the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the Notes and is subordinated in right of payment to the Notes or any Guarantee of the Notes, as applicable, on terms at least as favorable, taken as a whole, to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

     (4) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Guarantee of the Notes, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Guarantee of the Notes; and

     (5) such Indebtedness is Incurred by either (a) an Issuer or any Guarantor or (b) by the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

          “Permitted Unsecured Debt” means Indebtedness of the Issuer that (a) is not secured by any assets of the Issuer or any other Subsidiary of the Issuer, (b) is not guaranteed by a Subsidiary of the Issuer and (c) is subordinated in right of payment and priority to the Notes, or any Guarantee of the Notes, on customary terms and conditions.

          “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

          “Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

          “Private Placement Legend” means the legend set forth in Section 2.07(g)(i) to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          “Registration Rights Agreement” means (1) with respect to the Notes issued on the Issue Date, the Registration Rights Agreement, to be dated the Issue Date, among FairPoint and Banc of America Securities LLC, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated and the other initial purchasers named therein and (2) with respect to any Additional Notes, any registration rights agreement between the Issuer and the other parties thereto relating to the registration by the Issuer of such Additional Notes under the Securities Act.

          “Regulation S” means Regulation S promulgated under the Securities Act.

-19-

          “Regulation S Global Note” means a Legended Regulation S Global Note or an Unlegended Regulation S Global Note, as appropriate.

          “Regulation S Global Notes Legend” means the legend set forth in Section 2.07(h), which is required to be placed on all Legended Regulation S Global Notes.

          “Replacement Assets” means (1) non-current assets (including any such assets acquired by capital expenditures) that shall be used or useful in a Permitted Business or (2) substantially all the assets of a Permitted Business or Capital Stock of any Person engaged in a Permitted Business that shall become on the date of acquisition of such Capital Stock of a Restricted Subsidiary of the Issuer.

          “Responsible Officer,” when used with respect to the Trustee, means any officer within the corporate trust department of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject, and who shall have direct responsibility for the administration of this Indenture.

          “Restricted Definitive Note” means a Definitive Note that is a Restricted Note.

          “Restricted Global Note” means a Global Note bearing the Private Placement Legend.

          “Restricted Investment” means an Investment other than a Permitted Investment.

          “Restricted Note” has the meaning set forth in Rule 144(a)(3) under the Securities Act for the term “restricted securities”; provided, however, that the Trustee shall be entitled to request and conclusively rely upon an Opinion of Counsel with respect to whether any Note is a Restricted Note. Restricted Notes are required to bear the Private Placement Legend.

          “Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

          “Restricted Subsidiary” of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary.

          “Rule 144” means Rule 144 promulgated under the Securities Act.

          “Rule 144A” means Rule 144A promulgated under the Securities Act.

          “Rule 903” means Rule 903 promulgated under the Securities Act.

          “Rule 904” means Rule 904 promulgated under the Securities Act.

          “Sale and Leaseback Transaction” means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or otherwise transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred.

          “Securities Act” means the Securities Act of 1933, as amended.

-20-

          “Shelf Registration Statement” means the Shelf Registration Statement as defined in the Registration Rights Agreement.

          “Significant Subsidiary” means any Restricted Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act.

          “Spin-Off” means (i) the contribution by the Verizon Group to the Issuer and entities that will become subsidiaries of the Issuer of (x) specified assets and liabilities associated with the local exchange business of Verizon New England Inc. in Maine, New Hampshire and Vermont and (y) the customers of the Verizon Group’s related long distance and Internet service provider businesses in those states in exchange for the issuance or transfer to the Verizon Group of common stock of the Issuer, the Notes and the making of the special cash payment made by the Issuer to the Verizon Group on the Issue Date and (ii) the distribution by Verizon of the Issuer’s common stock to a third-party distribution agent to be held collectively for the benefit of holders of Verizon common stock, in each case pursuant to the Distribution Agreement, dated as of January 15, 2007, between the Issuer and Verizon, as amended.

          “Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

          “Subsidiary” means, with respect to any specified Person:

     (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

     (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

          “Tangible Assets” means the total consolidated assets of the Issuer and its Restricted Subsidiaries (less depreciation, amortization, applicable reserves and other properly deductible items) after deducting therefrom all goodwill, trade names, trademarks, patents, purchased technology, unamortized debt discount and other like intangible assets, as shown on the most recent balance sheet of the Issuer prepared in conformity with GAAP.

          “TIA” means the Trust Indenture Act of 1939, as in effect on the date on which this Indenture is qualified under the TIA.

          “Transactions” means, collectively, any or all of the following: (i) the Spin-Off, (ii) the Merger, (iii) the entry into this Indenture, and the offer and issuance of the Notes, (iv) the entry into the Credit Agreement and Incurrence of Indebtedness thereunder by one or more of FairPoint, the Issuer and each of their respective Subsidiaries and (v) all other transactions relating to any of the foregoing (including payment of fees and expenses related to any of the foregoing).

          “Transition Services Agreement” means the Transition Services Agreement, dated as of January 15, 2007, by and among Verizon Information Technologies LLC, Northern New England Tele-

-21-

phone Operations Inc. (subsequently renamed Northern New England Telephone Operations LLC), Enhanced Communications of Northern New England Inc. and FairPoint, as amended, as in effect on the Issue Date (and any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is, as determined in good faith by the Issuer’s Board of Directors, not materially more disadvantageous to the Holders than the original agreement or arrangement in existence on the Issue Date).

          “Trustee” means U.S. Bank National Association until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

          “Unlegended Regulation S Global Note” means a permanent Global Note in the form of Exhibit A bearing the Global Note Legend, deposited with or on behalf of and registered in the name of the Depositary or its nominee and issued upon expiration of the Restricted Period.

          “Unrestricted Definitive Note” means one or more Definitive Notes that is an Unrestricted Note.

          “Unrestricted Global Note” means a Global Note that is an Unrestricted Note.

          “Unrestricted Notes” means one or more Notes that do not and are not required to bear the Private Placement Legend including, without limitation, the Exchange Notes, any Notes sold in connection with an effective Shelf Registration Statement pursuant to the Registration Rights Agreement, any Notes from which the Private Placement Legend has been removed in accordance with Sections 2.07(g)(i) and, with respect to Unrestricted Global Notes, Notes in which a Holder acquires an interest pursuant to Section 2.07(k).

          “Unrestricted Subsidiary” means any Subsidiary of the Issuer that is designated by the Board of Directors of the Issuer as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with Section 4.16 and any Subsidiary of such Subsidiary.

          “Verizon” means Verizon Communications Inc.

          “Verizon Group” means, collectively, Verizon and its Subsidiaries (other than Cellco Partnership doing business as Verizon Wireless).

          “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is ordinarily entitled to vote in the election of the Board of Directors of such Person.

          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

     (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment; by

     (2) the then outstanding principal amount of such Indebtedness.

-22-

          Section 1.02. Other Definitions.

	Defined in
Term	Section
“Affiliate Transaction”		4.11
“Asset Sale Offer”		4.10
“Authentication Order”		2.02
“Basket Period”		4.07
“Change Of Control Offer”		4.14
“Change Of Control Payment”		4.14
“Change Of Control Payment Date”		4.14
“Covenant Defeasance”		8.03
“Event Of Default”		6.01
“Excess Proceeds”		4.10
“Excess Proceeds Trigger Date”		4.10
“Legal Defeasance”		8.02
“Offer Amount”		3.08
“Offer Period”		3.08
“Offshore Transaction”		2.07
“Paying Agent”		2.04
“Payment Default”		6.01
“Permitted Debt”		4.09
“Purchase Date”		3.08
“Registrar”		2.04
“Related Proceedings”		12.09
“Repurchase Offer”		3.08
“Restricted Payments”		4.07
“Specified Courts”		12.09

          Section 1.03. Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

          The following TIA terms used in this Indenture have the following meanings:

          “Indenture Securities” means the Notes and any Guarantees;

          “Indenture Security Holder” means a Holder of a Note;

          “Indenture To Be Qualified” means this Indenture;

          “Indenture Trustee” or “Institutional Trustee” means the Trustee; and

     “Obligor” on the Notes means the Issuer, the Guarantors, if any, and any successor obligor upon the Notes or any Guarantees.

          All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule under the TIA have the meanings so assigned to them.

-23-

          Section 1.04. Rules of Construction

          Unless the context otherwise requires:

     (a) a term has the meaning assigned to it;

     (b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

     (c) “or” is not exclusive;

     (d) words in the singular include the plural, and in the plural include the singular;

     (e) “herein”, “hereof” and other word of similar import refer to this Indenture as a whole and not to any particular Section, Article or other subdivision;

     (f) all references to Sections or Articles or Exhibits refer to Sections or Articles or Exhibits of or to this Indenture unless otherwise indicated; and

     (g) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement of successor sections or rules adopted by the Commission from time to time.

ARTICLE TWO

THE NOTES

          Section 2.01. Form and Dating.

          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in registered form without interest coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

          The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Issuer, the Guarantors, if any, and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

          (b) Global Notes. Notes offered and sold in reliance on Rule 144A after the Original Issuance shall be issued initially in the form of one or more permanent Restricted Global Notes. Notes in global form shall be substantially in the form of Exhibit A (and shall include the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes initially issued to or transferred to affiliates (as defined in Rule 144) of the Issuer shall only be issued in definitive form and shall be substantially in the form of Exhibit A (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be

-24-

reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or, if the Custodian and the Trustee are not the same Person, by the Custodian at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.07 hereof. For the avoidance of doubt, unless and until exchanged for an Exchange Note or sold in connection with an effective Shelf Registration Statement pursuant to the Registration Rights Agreement, affiliates of the Issuer may only hold an interest in Notes in the form of Definitive Notes and are prohibited from taking a beneficial interest in one or more Global Notes.

          (c) Regulation S Global Notes. Notes offered and sold in reliance on Regulation S after the Original Issuance, shall be issued initially in the form of the Legended Regulation S Global Note, which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for DTC in New York, New York, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Following the termination of the Restricted Period, beneficial interests in the Legended Regulation S Global Note may be exchanged for beneficial interests in Unlegended Regulation S Global Notes pursuant to Section 2.07 and the Applicable Procedures. Simultaneously with the authentication of Unlegended Regulation S Global Notes, the Trustee shall cancel the Legended Regulation S Global Note. The aggregate principal amount of the Regulation S Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

          (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.

          Section 2.02. Execution and Authentication.

          At least one Officer of the Issuer shall sign the Notes for the Issuer by manual or facsimile signature.

          If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

          A Note shall not be valid until authenticated by the manual signature of the Trustee. Such signature shall be conclusive evidence that the Note has been authenticated under this Indenture.

          The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.

          The Issuer may, subject to Section 4.09 of this Indenture and applicable law, issue Additional Notes under this Indenture, including Exchange Notes. The Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

          At any time and from time to time after the execution of this Indenture, the Trustee shall, upon receipt of a written order of the Issuer signed by an Officer of the Issuer (an “Authentication Order”), authenticate Notes for original issue in an aggregate principal amount specified in such Authentica-

-25-

tion Order. The Authentication Order shall specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, the number of separate Note certificates, the registered Holder of each of the Notes and delivery instructions.

          The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders, the Issuer or an Affiliate of the Issuer.

          Section 2.03. Methods of Receiving Payments on the Notes.

          If a Holder has given wire transfer instructions to the Issuer, the Issuer shall pay all principal, interest, premium, if any, and Additional Interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Issuer elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders.

          Section 2.04. Registrar and Paying Agent.

          (a) The Issuer shall maintain a registrar with an office or agency where Notes may be presented for registration of transfer or for exchange (“Registrar”) and a paying agent with an office or agency where Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

          (b) The Issuer initially appoints DTC to act as Depositary with respect to the Global Notes.

          (c) The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

          Section 2.05. Paying Agent to Hold Money in Trust.

          The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Additional Interest, if any, or interest on the Notes, and shall promptly notify the Trustee of any Default by the Issuer in making any such payment. While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or one of its Subsidiaries) shall have no further liability for the money. If the Issuer or one of its Subsidiaries acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee shall serve as Paying Agent for the Notes.

-26-

          Section 2.06. Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Issuer shall otherwise comply with TIA Section 312(a).

          Section 2.07. Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Issuer for Definitive Notes if (i) DTC (A) notifies the Issuer that it is unwilling or unable to continue as Depositary for the Global Notes or (B) has ceased to be a clearing agency registered under the Exchange Act, and in each case the Issuer fails to appoint a successor Depositary; (ii) the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of Definitive Notes; provided that in no event shall the Legended Regulation S Global Note be exchanged by the Issuer for Definitive Notes other than in accordance with Section 2.07(c)(ii); or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.07 or Section 2.08 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.07(a); however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.07(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

     (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Legended Regulation S Global Note may not be made to a Person or for the account or benefit of a Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.07(b)(i).

     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Sec-

-27-

tion 2.07(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Legended Regulation S Global Note other than in accordance with Section 2.07(c)(ii). Upon consummation of an Exchange Offer by the Issuer in accordance with Section 2.07(f), the requirements of this Section 2.07(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount at maturity of the relevant Global Notes pursuant to Section 2.07(i).

     (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.07(b)(ii) above and the Registrar receives the following:

     (A) if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof; and

     (B) if the transferee shall take delivery in the form of a beneficial interest in a Legended Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (2) thereof.

     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any Holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.07(b)(ii) above and:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (1) it is not an affiliate (as defined in Rule 144) of the Issuer, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business;

-28-

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C, including the certifications in item (1)(a) thereof; or

     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required or advisable in order to maintain compliance with the Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C, including the certifications in item (2) (a) thereof;

     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B, including the certifications in item (1) thereof;

-29-

     (C) [INTENTIONALLY OMITTED];

     (D) [INTENTIONALLY OMITTED];

     (E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than that listed in subparagraph (B) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable; or

     (F) if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B, including the certifications in item (3)(a) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i) hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.07(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

          (ii) Beneficial Interests in Legended Regulation S Global Note to Definitive Notes. A beneficial interest in the Legended Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to the expiration of the Restricted Period, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that (1) it is not an affiliate (as defined in Rule 144) of the Issuer, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

-30-

     (1) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C, including the certifications in item (1)(b) thereof; or

     (2) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Definitive Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuer so request or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required or advisable in order to maintain compliance with the Securities Act.

          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.07(b)(ii), the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.07(i), and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.07(c)(iv) shall not bear the Private Placement Legend.

          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

          (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

     (A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C, including the certifications in item (2)(b) thereof;

     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B, including the certifications in item (1) thereof;

     (C) if such Restricted Definitive Note is being transferred to a Non-Person in an “Offshore Transaction” in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B, including the certifications in item (2) thereof; or

-31-

     (D) if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B, including the certifications in item (3)(a) thereof,

the Trustee shall cancel the Restricted Definitive Note, and increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

          (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal (1) it is not an affiliate (as defined in Rule 144) of the Issuer, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business;

     (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C, including the certifications in item (1)(c) thereof; or

     (2) if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar or the Issuer so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar and the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required or advisable in order to maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.07(d)(ii), the Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

-32-

          (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.07(e), the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.07(e).

     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

     (A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications in item (1) thereof;

     (B) [INTENTIONALLY OMITTED]; and

     (C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

     (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that (1) it is not an affiliate (as defined in Rule 144) of the Issuer, (2) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary course of business;

-33-

     (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

     (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

     (D) the Registrar receives the following:

     (1) if the Holder of such Restricted Definitive Note proposes to exchange such Note for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C, including the certifications in item (1)(d) thereof; or

     (2) if the Holder of such Restricted Definitive Note proposes to transfer such Note to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required or advisable in order to maintain compliance with the Securities Act.

     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not affiliates (as defined in Rule 144) of the Issuer, (y) they are not engaged in, and do not intend to engage in, and have no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (z) they are acquiring the Exchange Notes in their ordinary course of business and (ii) Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Restricted Global Notes so accepted Unrestricted Global Notes not bearing the Private Placement Legend in the appropriate principal amount.

          (g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

-34-

     (i) Private Placement Legend. Unless and until (x) a Note is exchanged for an Exchange Note or sold in connection with an effective Shelf Registration Statement pursuant to the Registration Rights Agreement, (y) with respect to a Restricted Global Note, all of the beneficial interests in such Restricted Global Note have been exchanged for beneficial interests in the Unrestricted Global Note in accordance with Section 2.07(k) or the Private Placement Legend has been removed from such Restricted Global Note in accordance with Section 2.07(b)(iv), or (z) the Issuer determines and there is delivered to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee and a letter of representation of the Issuer reasonably satisfactory to the Trustee to the effect that the following legend and the related restrictions on transfer are not required in order to maintain compliance with the provisions of the Securities Act, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution therefor) shall bear the legend in substantially the following form:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS NOTE HEREON (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

-35-

     Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.07 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend.

     (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

          (h) Regulation S Global Note Legend. The Regulation S Global Note shall bear a legend in substantially the following form:

THE RIGHTS ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN).

          (i) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

          (j) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon the Issuer’s order or at the Registrar’s request.

          (ii) No service charge shall be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may

-36-

require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.08, 4.10, 4.14 and 9.05).

          (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

          (iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid and legally binding obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

          (v) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 3.02 and ending at the close of business on the day of mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date or (D) to register the transfer of or to exchange a Note tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer.

          (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02.

          (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.07 to effect a registration of transfer or exchange may be submitted by facsimile (followed promptly by originals).

          (ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

          (x) Neither the Trustee nor any Agent shall have the responsibility for any actions taken or not take by the Depositary.

          (xi) Each Holder agrees to provide reasonable indemnity to the Issuer and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

-37-

          (k) Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Upon compliance with the following procedures, all of the beneficial interests in a Restricted Global Note shall be exchanged for beneficial interests in the Unrestricted Global Note. In order to effect such exchange, the Issuer shall provide written notice to the Trustee instructing the Trustee to (i) direct the Depositary to transfer all of the outstanding beneficial interests in a particular Restricted Global Note to the Unrestricted Global Note and provide the Depositary with all such information as is necessary for the Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of such exchange, which notice must include the date such exchange is to occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.07(k), the Trustee shall be entitled to receive from the Issuer, and rely conclusively without any liability, upon an officers’ certificate and an Opinion of Counsel to the Issuer, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.07(k), the Registrar shall endorse Schedule A to the relevant Notes and reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.07(k), the relevant Restricted Global Note shall be cancelled.

          (l) Transfers of Notes Held by Affiliates. Any certificate (i) evidencing a Note that has been transferred to an affiliate (as defined in Rule 405) of an Issuer within one year after the Issue Date, as evidenced by a notation on the assignment form for such transfer or in the representation letter delivered in respect thereof or (ii) evidencing a Note that has been acquired from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not involving any public offering, shall, until one year after the last date on which either the Issuer or any affiliate of the Issuer was an owner of such Note, in each case, be in the form of a permanent Definitive Note and bear the Private Placement Legend subject to the restrictions in Section 2.07(g)(i). The Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 2.04 and this Section 2.07. The Issuer, at its sole cost and expense, shall have the right to inspect and make copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

          Section 2.08. Replacement Notes.

          (a) If any mutilated Note is surrendered to the Trustee, or the Issuer and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss, liability or expense that any of them may suffer if a replaced Note is ever subsequently presented or otherwise claimed for payment. The Issuer may charge for its expenses in replacing a Note.

          (b) Every replacement Note is an additional obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

-38-

          Section 2.09. Outstanding Notes.

          (a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.09(a) as not outstanding. Except as set forth in Section 2.10, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

          (b) If a Note is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser or protected purchaser.

          (c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accrue.

          (d) If the Paying Agent (other than the Issuer, a Subsidiary of the Issuer or an Affiliate of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

          Section 2.10. Treasury Notes.

          In determining whether the Holders of the required aggregate principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer or by any Affiliate of the Issuer, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in conclusively relying on any such direction, waiver or consent, only Notes shown on the register as being so owned shall be so disregarded. Notwithstanding the foregoing, Notes that are to be acquired by the Issuer or an Affiliate of the Issuer pursuant to an exchange offer, tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes passes to such entity.

          Section 2.11. Temporary Notes.

          (a) Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

          (b) Holders of temporary Notes shall be entitled to all of the benefits of this Indenture.

          Section 2.12. Cancellation.

          The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Notes in accordance with its customary procedures for the disposition of canceled securities in effect as of the date of such disposition (subject to the record retention requirement of the Exchange Act). Certification of the

-39-

disposition of all canceled Notes shall be delivered to the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid, redeemed or that have been delivered to the Trustee for cancellation.

          Section 2.13. Defaulted Interest.

          If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer shall fix or cause to be fixed each such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

          Section 2.14. CUSIP Numbers.

          The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

ARTICLE THREE
REDEMPTION AND OFFERS TO PURCHASE

          Section 3.01. Notices to Trustee.

          If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07, it shall furnish to the Trustee, at least 15 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 hereof (or such shorter period that is acceptable to the Trustee) but not more than 60 days before a redemption date, an Officers’ Certificate setting forth (i) the clause of this Indenture pursuant to which the redemption shall occur, (ii) the redemption date, (iii) the principal amount of Notes to be redeemed and (iv) the redemption price.

          Section 3.02. Selection of Notes to Be Redeemed.

          (a) If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed among the Holders of the Notes in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate (and in a manner that complies with applicable legal requirements). In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date, by the Trustee from the outstanding Notes not previously called for redemption.

          (b) The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount at maturity

-40-

thereof to be redeemed. No Notes in amounts of $2,000 or less shall be redeemed in part. Notes and portions of Notes selected shall be in amounts of $2,000 or integral multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

          Section 3.03. Notice of Redemption.

          (a) At least 30 days but not more than 60 days before a redemption date, the Issuer shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.

          The notice shall identify the Notes to be redeemed and shall state:

     (i) the redemption date;

     (ii) the redemption price;

     (iii) if any Note is being redeemed in part, the portion of the principal amount at maturity of such Note to be redeemed and that, after the redemption date, upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note;

     (iv) the name and address of the Paying Agent;

     (v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption;

     (vi) that, unless the Issuer defaults in making such redemption payment, interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date;

     (vii) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

     (viii) the CUSIP number, or any similar number, if any, printed on the Notes being redeemed; and

     (ix) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

          (b) At the Issuer’s written request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided, however, that the Issuer shall have delivered to the Trustee, at least 15 Business Days before the notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section 3.03 (or such shorter period as is acceptable to the Trustee), an Officers’ Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided herein, shall be presumed to have been given, whether or not the Holder receives such notice. In

-41-

any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note shall not affect the validity of the proceeding for the redemption of any other Note.

          Section 3.04. Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. Interest, if any, on Notes called for redemption ceases to accrue on and after the redemption date, unless the Issuer defaults in making the applicable redemption payment. A notice of redemption may not be conditional.

          Section 3.05. Deposit of Redemption Price.

          (a) Not later than 12:00 p.m. (noon) Eastern Time on the redemption date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest and Additional Interest, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

          (b) If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption (regardless of whether certificates for such Notes are actually surrendered). If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal from the redemption date until such principal is paid and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01.

          Section 3.06. Notes Redeemed in Part.

          Upon surrender and cancellation of a Note that is redeemed in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer, a new Note equal in principal amount to the unredeemed portion of the Note surrendered. No Notes in denominations of $2,000 or less shall be redeemed in part.

          Section 3.07. Optional Redemption.

          (a) The Issuer shall not have the option to redeem the Notes prior to April 1, 2013. On or after April 1, 2013, the Issuer may redeem all or a part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount to be redeemed) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon, to, but not including, the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2013		106.563	%
2014		104.375	%
2015		102.188	%
2016 and thereafter		100.000	%

-42-

          (b) Any redemption pursuant to this Section 3.07 shall be made in accordance with the provisions of Sections 3.01 through 3.06.

          Section 3.08. Repurchase Offers.

          In the event that, pursuant to Section 4.10 or Section 4.14, the Issuer shall be required to commence an offer to all Holders to purchase all or a portion of their respective Notes (a “Repurchase Offer”), they shall follow the procedures specified in such Sections and, to the extent not inconsistent therewith, the procedures specified below.

          The Repurchase Offer shall remain open for a period of no less than 30 days and no more than 60 days following its commencement, except to the extent that a longer period is required by applicable law (the “Offer Period”). No later than three Business Days after the termination of the Offer Period (the “Purchase Date”), the Issuer shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 or 4.14 hereof (the “Offer Amount”) or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made.

          If the Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer.

          Upon the commencement of a Repurchase Offer, the Issuer shall send, or at the Issuer’s request, the Trustee shall send at the Issuer’s expense, by first class mail, a notice to each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state:

     (a) that the Repurchase Offer is being made pursuant to this Section 3.08 and Section 4.10 or Section 4.14 hereof;

     (b) the length of time the Repurchase Offer shall remain open;

     (c) the Offer Amount, the purchase price and the Purchase Date;

     (d) that any Note not tendered or accepted for payment shall continue to accrue interest and Additional Interest, if any;

     (e) that, unless the Issuer defaults in making such payment, any Note (or portion thereof) accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest and Additional Interest, if any, after the Purchase Date;

     (f) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may elect to have Notes purchased in integral multiples of $2,000 only;

     (g) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Pur-

-43-

chase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuer, a depositary, if appointed by the Issuer, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

     (h) that Holders shall be entitled to withdraw their election if the Issuer, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased;

     (i) that, if the aggregate amount of Notes surrendered by Holders exceeds the Offer Amount, the Trustee shall, subject in the case of a Repurchase Offer made pursuant to Section 4.10 to the provisions of Section 4.10, select the Notes to be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $2,000, or integral multiples thereof, shall be purchased); and

     (j) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

          On the Purchase Date, the Issuer shall, to the extent lawful, subject in the case of a Repurchase Offer made pursuant to the provisions of Section 4.10, accept for payment on a pro rata basis to the extent necessary, the Offer Amount of Notes (or portions thereof) tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers’ Certificate stating that such Notes (or portions thereof) were accepted for payment by the Issuer in accordance with the terms of this Section 3.08. The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than three Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of Notes tendered by such Holder, as the case may be, and accepted by the Issuer for purchase, and the Issuer shall promptly issue a new Note. The Trustee, upon written request from the Issuer, shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered by such Holder. Any Note not so accepted shall be promptly mailed or delivered by the Issuer to the respective Holder thereof. The Issuer shall publicly announce the results of the Repurchase Offer on the Purchase Date.

          The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Repurchase Offer. To the extent that the provisions of any securities laws or regulations conflict with Section 3.08, 4.10 or 4.14, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under Section 3.08, 4.10 or 4.14 by virtue of such compliance.

          Section 3.09. No Sinking Fund.

          The Issuer is not required to make mandatory redemption or sinking fund payments with respect to the Notes.

-44-

ARTICLE FOUR
COVENANTS

          Section 4.01. Payment of Notes.

          (a) The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or one of its Subsidiaries, holds as of 12:00 p.m. (noon) Eastern Time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Issuer shall pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

          (b) The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 2% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, and Additional Interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

          Section 4.02. Maintenance of Office or Agency.

          (a) The Issuer shall maintain in the Borough of Manhattan, The City of New York, an office or agency (which may be an office of the Trustee or Registrar or agent of the Trustee or Registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

          (b) The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, The City of New York for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

          (c) The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.04 of this Indenture.

          Section 4.03. Reports.

          (a) The Issuer shall furnish to the Trustee and, upon request, to beneficial owners and prospective investors a copy of all of the information and reports referred to in clauses (i) and (ii) below within the time periods specified in the Commission’s rules and regulations:

          (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Issuer’s certified independent accountants; and

-45-

          (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports.

          Whether or not required by the Commission, the Issuer shall comply with the periodic reporting requirements of the Exchange Act and shall file the reports specified in Section 4.03(a)(i) and Section 4.03(a)(ii) with the Commission within the time periods specified above unless the Commission shall not accept such a filing. The Issuer agrees that it shall not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission shall not accept the Issuer’s filings for any reason, the Issuer shall post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Issuer were required to file those reports with the Commission.

          (b) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 4.03 shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Issuer’s Unrestricted Subsidiaries.

          (c) The Issuer, for so long as any Notes remain outstanding, shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

          (d) Delivery of such reports, information and documents to the Trustee pursuant to such provisions is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

          (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(v) until 90 days after the date any report hereunder is due (it being understood, for the avoidance of doubt, that the time period set forth in Section 6.01(v) shall be deemed to have begun concurrently with the 90 day period referenced in this paragraph and in no event shall such time period set forth in Section 6.01(v) be deemed to conclude after the 90 day period referenced herein).

          Section 4.04. Compliance Certificate.

          (a) The Issuer and each Guarantor, if any (to the extent that it is so required under the TIA), shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Issuer and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Issuer and Guarantors, if any, have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to his or her knowledge, the Issuer and Guarantors, if any, have kept, observed, performed and fulfilled their obligations under this Indenture and are not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Issuer and Guarantors, if any, are taking or propose to take with respect thereto) and that to his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal

-46-

of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Issuer and Guarantors, if any, are taking or propose to take with respect thereto.

          Except with respect to receipt of payments on the Notes and any Default or Event of Default information contained in the Officer’s Certificate delivered to it pursuant to this Section 4.04, the Trustee shall have no duty to review, ascertain or confirm the Issuer’s compliance with, or breach of, any representation, warranty or covenant made in this Indenture.

          (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants or the Public Company Accounting Oversight Board, the year-end financial statements delivered pursuant to Section 4.03(a)(i) above shall be accompanied by a written statement of the Issuer’s independent public accountants (which shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Issuer or any Guarantor has failed to comply with the provisions of Article Four or Article Five hereof in so far as they relate to financial or accounting matters or, if an event of noncompliance has come to their attention, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation.

          (c) The Issuer shall, so long as any of the Notes are outstanding, deliver to the Trustee, within 30 days after any Officer becomes aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Issuer and the Guarantors, if any, are taking or propose to take with respect thereto.

          Section 4.05. Taxes.

          The Issuer shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, any taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.

          Section 4.06. Stay, Extension and Usury Laws.

          The Issuer and each of the Guarantors, if any, covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each of the Guarantors, if any (to the extent that they may lawfully do so), hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

          Section 4.07. Restricted Payments.

          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly:

               (i) declare or pay (without duplication) any dividend or make any other payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Is-

-47-

suer’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified Stock) of the Issuer or (y) to the Issuer or a Restricted Subsidiary of the Issuer);

               (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer or any of its Restricted Subsidiaries) any Equity Interests of the Issuer or any Restricted Subsidiary thereof held by Persons other than the Issuer or any of its Restricted Subsidiaries;

               (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is contractually subordinated to the Notes or any Guarantee of the Notes, except (a) a payment of interest or principal at the Stated Maturity thereof or (b) the purchase, repurchase or other acquisition of any such Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such purchase, repurchase or other acquisition; or

               (iv) make any Restricted Investment

(all such payments and other actions set forth in Section 4.07(a)(i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving pro forma effect to such Restricted Payment:

     (A) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

     (B) the Issuer’s Consolidated Leverage Ratio is less than 5.0 to 1; and

     (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6), (9), (10), (11), (12) and (13) of Section 4.07(b)), is less than the sum, without duplication, of:

     (1) for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available (the “Basket Period”), an amount equal to the sum of (x) for each fiscal quarter in which the Issuer’s Consolidated Leverage Ratio is less than 5.0 to 1 (determined at the end of such fiscal quarter), the Issuer’s Consolidated Cash Flow for such fiscal quarter less 1.6 times the Issuer’s Consolidated Interest Expense for such fiscal quarter and (y) for each fiscal quarter in which the Issuer’s Consolidated Leverage Ratio is equal to or greater than 5.0 to 1 (determined at the end of such fiscal quarter), zero, plus

     (2) 100% of the aggregate net cash proceeds received by the Issuer since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Issuer or from the Incurrence of Indebtedness (including the issuance of Disqualified Stock) of the Issuer or any of its Restricted Subsidiaries that has been converted into or exchanged for such Equity Interests (other than Equity Interests sold to, or Indebtedness held by, a Subsidiary of the Issuer), plus

-48-

     (3) with respect to Restricted Investments made by the Issuer and its Restricted Subsidiaries after the Issue Date, the aggregate amount of cash, or the Fair Market Value of property other than cash, equal to the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to the Issuer or any Restricted Subsidiary or from the net proceeds received in cash, or in property other than cash (valued at such property’s Fair Market Value), from the sale of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries.

          (b) Section 4.07(a) shall not prohibit, so long as, in the case of Section 4.07(b)(5), (7), (8), (9) and (12), no Event of Default has occurred and is continuing or would be caused thereby:

          (1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of this Indenture;

          (2) the payment of any dividend or other distribution by a Restricted Subsidiary of the Issuer to the holders of its Common Stock on a pro rata basis;

          (3) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Issuer or a substantially concurrent sale (other than to a Subsidiary of the Issuer) of, Equity Interests (other than Disqualified Stock) of the Issuer; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment shall be excluded from Section 4.07(a)(C)(2);

          (4) the defeasance, redemption, repurchase or other acquisition of Indebtedness subordinated to the Notes or any Guarantee of the Notes with the net cash proceeds from an Incurrence of Permitted Refinancing Indebtedness;

          (5) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any Preferred Stock of its Restricted Subsidiaries issued or incurred in accordance with Section 4.09;

          (6) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represent all or a portion of the exercise price thereof;

          (7) the repurchase of Equity Interests of the Issuer constituting fractional shares in an aggregate amount since the Issue Date not to exceed $1.0 million;

          (8) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Issuer or any of its Restricted Subsidiaries held by any current or former employee, consultant or director of the Issuer or any of its Restricted Subsidiaries pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement approved by a majority of the disinterested members of the Board of Directors of the Issuer; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year shall not exceed the sum of: (i) $15.0 million, with unused amounts pursuant to this subclause (i) being carried over to succeeding fiscal years up to a maximum of $30.0 million in any fiscal year; plus (ii) the aggregate net cash proceeds received by the

-49-

Issuer since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests (other than Disqualified Stock) of the Issuer to any current or former employee, consultant or director of the Issuer or any of its Restricted Subsidiaries; provided that the amount of any such net cash proceeds that are used to permit a repurchase, redemption or other acquisition under this subclause (ii) shall be excluded from Section 4.07(a)(C)(2); plus (iii) the cash proceeds of any “key man” life insurance received by the Issuer or any of its Restricted Subsidiaries (and not included in the Consolidated Cash Flow of the Issuer) that are used to make such redemptions, repurchases, redemptions or other acquisitions;

          (9) dividends paid by FairPoint on its Common Stock in an amount not to exceed $50.0 million in the aggregate for the quarterly dividend payments payable for the fiscal quarter in which the Merger occurs and the first and second full fiscal quarters immediately following the Issue Date;

          (10) purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness subordinated to the Notes or any Guarantee of the Notes pursuant to provisions requiring the Issuer or any Restricted Subsidiary to offer to purchase, redeem, defease or otherwise acquire or retire for value such subordinated Indebtedness upon the occurrence of a “change of control” as defined in the agreements or instruments governing such subordinated Indebtedness; provided, however, that the Issuer has made a Change of Control Offer and have purchased all Notes tendered in connection with such Change of Control Offer;

          (11) Restricted Payments made as part of the Transactions;

          (12) other Restricted Payments in an aggregate amount not to exceed $40.0 million; and

          (13) the redemption or repurchase of Permitted Junior Capital issued pursuant to Section 4.09(b)(xv), so long as at the time of each such redemption or repurchase, the Issuer’s Consolidated Leverage Ratio is less than 4.5 to 1.

          (c) The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Issuer or such Subsidiary, as the case may be, pursuant to the Restricted Payment. For purposes of determining compliance with this Section 4.07, in the event that a Restricted Payment meets the criteria of more than one of the categories described in clauses (1) through (12) above or is entitled to be made pursuant to Section 4.07(a), the Issuer shall, in its sole discretion, classify (or from time to time may reclassify) such Restricted Payment in any manner that complies with this covenant and such Restricted Payment will be treated as having been made pursuant to only one of such categories.

          Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

          (i) pay dividends or make any other distributions on its Capital Stock to the Issuer or any of its Restricted Subsidiaries or pay any liabilities owed to the Issuer or any of its Restricted Subsidiaries;

-50-

          (ii) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

          (iii) transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries.

          (b) However, the preceding restrictions shall not apply to encumbrances or restrictions:

          (i) existing under, by reason of or with respect to the Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements, as the case may be, as in effect on the Issue Date;

          (ii) set forth in this Indenture, the Notes or any Guarantee of the Notes;

          (iii) existing under, by reason of or with respect to applicable law, rule, regulation or order;

          (iv) with respect to any Person or the property or assets of a Person acquired by the Issuer or any of its Restricted Subsidiaries existing at the time of such acquisition and not Incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive, taken as a whole, than those in effect on the date of the acquisition;

          (v) in the case of Section 4.08(a)(iii):

     (1) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset,

     (2) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Issuer or any Restricted Subsidiary thereof not otherwise prohibited by this Indenture,

     (3) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired, or

     (4) arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Issuer or any Restricted Subsidiary thereof in any manner material to the Issuer or any Restricted Subsidiary thereof;

-51-

          (vi) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Capital Stock of, or property and assets of, a Restricted Subsidiary that restrict distributions by that Restricted Subsidiary pending such sale or other disposition;

          (vii) on cash or other deposits or net worth imposed by customers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the ordinary course of business;

          (viii) existing under, by reason of or with respect to Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are, in the good faith judgment of the Issuer’s Board of Directors, no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

          (ix) existing under, by reason of or with respect to provisions with respect to the disposition or distribution of assets or property, in each case contained in joint venture agreements, limited liability company agreements and other similar agreements and which the Issuer’s Board of Directors determines in good faith will not adversely affect the Issuer’s ability to make payments of principal or interest payments on the Notes; and

          (x) existing under, by reason of or with respect to Indebtedness of any Restricted Subsidiary of the Issuer; provided that the Issuer’s Board of Directors determines in good faith at the time such encumbrances or restrictions are created that they do not adversely affect the Issuer’s ability to make payments of principal or interest on the Notes.

     Section 4.09. Incurrence of Indebtedness.

          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided, however, that the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness, if the Issuer’s Consolidated Leverage Ratio at the time of the Incurrence of such additional Indebtedness, and after giving effect thereto, is less than 5.0 to 1.

          (b) Section 4.09(a) shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”):

          (i) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding pursuant to this clause (i) not to exceed $2,030.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Issuer or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.10;

          (ii) Existing Indebtedness;

          (iii) the Incurrence by the Issuer of Indebtedness represented by the Notes to be issued on the Issue Date and the Exchange Notes;

          (iv) the Incurrence by the Issuer or any Restricted Subsidiary thereof of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property (real or personal), plant or equipment used in the busi-

-52-

ness of the Issuer or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets), in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed the greater of (x) 3.0% of Tangible Assets at the time of Incurrence and (y) $75.0 million;

          (v) the Incurrence by the Issuer or any Restricted Subsidiary thereof of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clauses (ii), (iii) or (v) of this Section 4.09(b);

          (vi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that:

     (A) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer, or any Guarantee of the Notes, in the case of a Guarantor; and

     (B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.09(b)(vi);

          (vii) the Guarantee by the Issuer or any of its Restricted Subsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary thereof that was permitted to be Incurred by another provision of this Section 4.09;

          (viii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes;

          (ix) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Issuer or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Issuer or any Restricted Subsidiary thereof in connection with such disposition;

          (x) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence;

-53-

          (xi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit in respect of workers’ compensation claims or self-insurance obligations or bid, performance, appeal or surety bonds (in each case other than for an obligation for borrowed money);

          (xii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence;

          (xiii) the Incurrence by the Issuer or any Guarantor of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes;

          (xiv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding, including all Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 4.09(b)(xiv), not to exceed $75.0 million; and

          (xv) on or after the six-month anniversary of the Issue Date, the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Junior Capital issued to Capgemini, U.S. LLC pursuant to the Master Services Agreement in an aggregate amount not to exceed $50.0 million plus any accrued dividends or interest paid in kind; provided that (1) 100% of the Net Proceeds thereof are applied to pay expenses under the Transition Services Agreement and (2) interest and dividends thereon, as applicable, shall be payable in kind and not payable in cash.

          For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xiv) above, or is entitled to be Incurred pursuant to Section 4.09(a), the Issuer will be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 4.09. Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the exception provided by Section 4.09(b)(i) and may not be reclassified. Additionally, all or any portion of any item of Indebtedness may later be reclassified as having been Incurred pursuant to Section 4.09(a) or under any one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xiv) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification.

          (c) Notwithstanding any other provision of Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to Section 4.09 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

          (d) The Issuer shall not incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of the Issuer unless it is contractually subordinate in right of payment to the Notes to the same extent. No Guarantor, if any, shall Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of such Guarantor unless it is contractually subordinate in right of payment to any Guarantee of the Notes by such Guarantor to the same extent; provided that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor (as applicable) solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured In-

-54-

debtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

          Section 4.10. Asset Sales.

          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

          (i) the Issuer (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and

          (ii) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary is in the form of cash, Cash Equivalents or Replacement Assets or a combination thereof. For purposes of this Section 4.10(a)(ii), each of the following shall be deemed to be cash:

     (A) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet) of the Issuer or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Guarantee of the Notes and liabilities to the extent owed to the Issuer or any Subsidiary of the Issuer) that are assumed by the transferee of any such assets or Equity Interests pursuant to a written assignment and assumption agreement that releases the Issuer or such Restricted Subsidiary from further liability therefor;

     (B) any securities, notes or other obligations received by the Issuer or any such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into Cash Equivalents or Replacement Assets within 180 days of the receipt thereof (to the extent of the Cash Equivalents or Replacement Assets received in that conversion); and

     (C) any Designated Noncash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Noncash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) 2.0% of Tangible Assets or (y) $50.0 million (with the Fair Market Value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value).

          (b) Within 365 days after the receipt by the Issuer or any of its Restricted Subsidiaries of any Net Proceeds from an Asset Sale, or, if the Issuer or such Restricted Subsidiary has entered into a binding commitment or commitments with respect to any of the actions described below, within the later of (x) 365 days after the receipt of any Net Proceeds from an Asset Sale or (y) 180 days after entering into such commitment or commitments, the Issuer or such Restricted Subsidiary may apply such Net Proceeds at its option:

          (i) (x) to permanently repay Indebtedness ranking pari passu with the Notes that is secured by assets of the Issuer or its Restricted Subsidiaries (to the extent of the value of the assets securing such Indebtedness), (y) (A) to permanently repay Obligations under the term loan portion of the Credit Agreement or (B) to repay Obligations under the revolving portion of the

-55-

Credit Agreement or (z) to permanently repay Indebtedness of any of the Issuer’s Restricted Subsidiaries; or

          (ii) to purchase Replacement Assets.

Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture.

          (c) On the 366th day after an Asset Sale or such earlier date, if any, as the Issuer determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuer to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Guarantee of the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash.

          (d) The Issuer may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $25.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $25.0 million) shall be applied as provided in Section 4.10(c). If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer and its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale shall no longer be deemed to be Excess Proceeds.

          (e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sales provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under the Asset Sale provisions of this Indenture by virtue of such compliance.

          Section 4.11. Transactions with Affiliates.

          (a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an “Affiliate Transaction”), unless:

          (i) such Affiliate Transaction is on terms that are no less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable

-56-

arm’s-length transaction by the Issuer or such Restricted Subsidiary with a Person that is not an Affiliate of the Issuer or any of its Restricted Subsidiaries; and

          (ii) the Issuer delivers to the Trustee:

     (1) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, a Board Resolution set forth in an Officers’ Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Issuer (if any); and

     (2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an opinion as to the fairness to the Issuer or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing.

     (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to the provisions of Section 4.11(a):

          (i) transactions between or among the Issuer and/or its Restricted Subsidiaries or any Person that shall become a Restricted Subsidiary as part of any such transactions (but excluding any such transaction to the extent that any payments thereunder made by the Issuer or any of its Restricted Subsidiaries to such Person are substantially concurrently paid by such Person to any other Affiliate of the Issuer, except to the extent that any such transaction would not be prohibited by this Section 4.11);

          (ii) payment of reasonable and customary fees to, and reasonable and customary indemnification and similar payments on behalf of, directors of the Issuer;

          (iii) Permitted Investments and Restricted Payments that are permitted by the provisions of Section 4.07;

          (iv) any sale of Equity Interests (other than Disqualified Stock) of the Issuer;

          (v) transactions pursuant to agreements or arrangements in effect on the Issue Date, or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is, as determined in good faith by the Issuer’s Board of Directors, not materially more disadvantageous to the Issuer and its Restricted Subsidiaries than the original agreement or arrangement in existence on the Issue Date;

          (vi) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Issuer or any of its Restricted Subsidiaries with officers and employees of the Issuer or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of the Issuer or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), so long as such agreement or payment has been approved by a majority of the disinterested members of the Board of Directors of the Issuer;

-57-

          (vii) payments or loans to employees or consultants in the ordinary course of business which are approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith;

          (viii) transactions with a Person that is an Affiliate of the Issuer solely because the Issuer, directly or indirectly, owns Equity Interests in, or controls, such Person;

          (ix) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the determination of a majority of the disinterested members of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party; and

          (x) the Transactions, all transactions in connection therewith (including but not limited to the financing thereof), and all fees and expenses paid or payable in connection with the Transactions.

          Section 4.12. Liens.

          The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured (or, in the case of Indebtedness subordinated to the Notes or any Guarantee of the Notes, prior or senior thereto, with the same relative priority as the Notes shall have with respect to such subordinated Indebtedness) until such time as such obligations are no longer secured by a Lien.

          Section 4.13. Business Activities.

          The Issuer shall not, and shall not permit any Restricted Subsidiary thereof to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Issuer and its Restricted Subsidiaries taken as a whole.

          Section 4.14. Offer to Repurchase upon a Change of Control.

          (a) If a Change of Control occurs, each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer by the Issuer (a “Change of Control Offer”) at an offer price (a “Change of Control Payment”) in cash equal to not less than 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of repurchase (the “Change of Control Payment Date”). No later than 30 days following any Change of Control (unless the Issuer has exercised its right to redeem the Notes pursuant to Section 3.07 hereof), the Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on the Change of Control Payment Date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures described in Section 3.08 (including the notice required thereby). The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this

-58-

Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the Change of Control provisions of this Indenture by virtue of such compliance.

          (b) On the Change of Control Payment Date, the Issuer shall, to the extent lawful:

          (i) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

          (ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered; and

          (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuer.

          (c) The Paying Agent shall promptly mail or wire transfer to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee shall promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note shall be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.

          (d) The Issuer will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

          (e) Notwithstanding anything to the contrary in this Section 4.14, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and all other provisions of this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes tendered and not withdrawn under such Change of Control Offer.

          Section 4.15. [INTENTIONALLY LEFT BLANK].

          Section 4.16. Designation of Restricted and Unrestricted Subsidiaries.

          (a) The Board of Directors of the Issuer may designate any Restricted Subsidiary of the Issuer (other than (x) the Issuer or (y) any Subsidiary of the Issuer that owns Equity Interests in the Issuer) to be an Unrestricted Subsidiary; provided that:

          (i) any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of the Subsidiary being so designated shall be deemed to be an Incurrence of Indebtedness by the Issuer or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such Incurrence of Indebtedness would be permitted under Section 4.09(a);

          (ii) the aggregate Fair Market Value of all outstanding Investments owned by the Issuer and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Issuer or any Restricted Subsidiary thereof of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07;

-59-

          (iii) the Subsidiary being so designated:

     (1) is not party to any agreement, contract, arrangement or understanding with the Issuer or any Restricted Subsidiary thereof unless either (A) such agreement, contract, arrangement or understanding is with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the determination of a majority of the disinterested members of the Board of Directors or the senior management of the Issuer, or (B) the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Issuer or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Issuer;

     (2) is a Person with respect to which neither the Issuer nor any of its Restricted Subsidiaries has any direct or indirect obligation (A) to subscribe for additional Equity Interests or (B) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

     (3) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Issuer or any of its Restricted Subsidiaries, except (A) to the extent such Guarantee or credit support would be released upon such designation or (B) a pledge of the Equity Interests of the Unrestricted Subsidiary that is the obligor thereunder; and

          (iv) no Default or Event of Default would be in existence following such designation.

          (b) Any designation of a Restricted Subsidiary of the Issuer as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in Section 4.16(a)(iii), it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be Incurred or made by a Restricted Subsidiary of the Issuer as of such date and, if such Indebtedness, Investments or Liens are not permitted to be Incurred or made as of such date under this Indenture, the Issuer shall be in default under this Indenture.

          (c) The Board of Directors of the Issuer may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that:

          (i) such designation shall be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Issuer of any outstanding Indebtedness (including any Non-Recourse Debt) of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 4.09(a);

          (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such designation shall only be permitted if such Investments would be permitted under Section 4.07;

          (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12; and

-60-

          (iv) no Default or Event of Default would be in existence following such designation.

          Section 4.17. Payments for Consent.

          The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

          Section 4.18. Guarantees.

          The Issuer will not permit any of its Restricted Subsidiaries, whether in existence on the Issue Date or formed, purchased or otherwise acquired thereafter, directly or indirectly, by way of a pledge of any intercompany note or otherwise, to incur or Guarantee or pledge any assets to secure the payment of any other Indebtedness (other than (1) guarantees by Restricted Subsidiaries of the Issuer which are guarantors on the Issue Date of obligations pursuant to the Credit Facilities and (2) Indebtedness permitted under Section 4.09(b)(iv) and Section 4.09(b)(xiv)) of the Issuer or any Restricted Subsidiary unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers to the Trustee an Opinion of Counsel and a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

          Section 4.19. Sale and Leaseback Transactions.

          The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction; provided that the Issuer or any Restricted Subsidiary thereof may enter into a Sale and Leaseback Transaction if:

          (i) the Issuer or such Restricted Subsidiary, as applicable, could have (A) Incurred Indebtedness in an amount equal to the Attributable Debt relating to such Sale and Leaseback Transaction and (B) incurred a Lien to secure such Indebtedness pursuant to Section 4.12;

          (ii) the gross cash proceeds of that Sale and Leaseback Transaction are at least equal to the Fair Market Value of the property that is the subject of that Sale and Leaseback Transaction; and

          (iii) the transfer of assets in that Sale and Leaseback Transaction is permitted by, and the Issuer applies the proceeds of such transaction in compliance with, Section 4.10.

ARTICLE FIVE
SUCCESSORS

          Section 5.01. Merger, Consolidation or Sale of Assets.

          (a) The Issuer shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving corporation) or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Issuer and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:

-61-

          (i) either: (1) the Issuer is the surviving corporation; or (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (A) is a corporation or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia (provided that, if the Person formed by or surviving such consolidation or merger, or the transferee of such properties or assets, is a limited liability company, then there shall be a Restricted Subsidiary of such Person which shall be a corporation organized in the jurisdictions permitted by this Section 5.01(a)(i) and a co-obligor of the Notes) and (B) assumes all the obligations of the Issuer under the Notes, this Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;

          (ii) immediately after giving effect to such transaction, no Default or Event of Default exists;

          (iii) immediately after giving effect to such transaction on a pro forma basis, the Issuer or the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which such sale, assignment, transfer, conveyance or other disposition will have been made, shall be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.09(a); and

          (iv) each Guarantor, unless such Guarantor is the Person with which the Issuer has entered into a transaction under this Section 5.01, shall have by amendment to its Guarantee of the Notes confirmed that such Guarantee shall apply to the obligations of the Issuer or the surviving Person in accordance with the Notes and this Indenture.

Notwithstanding the foregoing, the provisions of clauses (ii), (iii) and (iv) above shall not apply to the consummation of the Merger.

          (b) In addition, the Issuer and its Restricted Subsidiaries may not, directly or indirectly, lease all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries considered as one enterprise, in one or more related transactions, to any other Person. Section 5.01(a)(ii) and (iii) shall not apply to any merger, consolidation or sale, assignment, transfer, conveyance or other disposition of assets between or among the Issuer and any of its Restricted Subsidiaries. Section 5.01(a)(ii) and (iii) shall also not apply to any transaction if, in the good faith determination of the Board of Directors of the Issuer, the sole purpose of the transaction is to reincorporate the Issuer in another state of the United States.

          Section 5.02. Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Issuer is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, lease, conveyance or other disposition, the provisions of this Indenture referring to the “Issuer” shall refer instead to the successor corporation and not to the Issuer), and may exercise every right and power of, the Issuer under the Indenture with the same effect as if such successor Person had been named as the Issuer in this Indenture. In the event of any such transfer (other than any transfer by way of lease), the predecessor Issuer will be released and discharged from all liabilities and obligations in respect of the Notes and the Indenture and the predecessor Issuer may be dissolved, wound up or liquidated at any time thereafter.

-62-

ARTICLE SIX
DEFAULTS AND REMEDIES

          Section 6.01. Events of Default.

               Each of the following is an “Event of Default”:

          (i) default for 30 days in the payment when due of interest on, or Additional Interest with respect to, the Notes;

          (ii) default in payment when due (whether at maturity, upon acceleration, redemption, required repurchase or otherwise) of the principal of, or premium, if any, on the Notes;

          (iii) failure by the Issuer or any of its Restricted Subsidiaries to comply with Section 5.01;

          (iv) failure by the Issuer or any of its Restricted Subsidiaries to comply with Section 4.10 or Section 4.14 (other than a failure to purchase Notes);

          (v) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after written notice to comply with any of the other agreements in this Indenture (other than a failure to purchase Notes);

          (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the Issuer or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default:

          (A) is caused by a failure to make any principal payment when due at the final maturity of such Indebtedness and prior to the expiration of any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

          (B) results in the acceleration of such Indebtedness prior to its express maturity,

          and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more;

          (vii) failure by the Issuer or any of its Restricted Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by insurance provided by a reputable carrier that has the ability to perform) aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed for a period of 60 days;

          (viii) except as permitted by this Indenture, any Guarantee of the Notes provided by a Significant Subsidiary of the Issuer (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer) will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary of the Issuer (or a group that would constitute a Significant Subsidiary of the Issuer), or any Person acting on behalf of any Guarantor that is a Significant Subsidiary of the Is-

-63-

suer (or a group that would constitute a Significant Subsidiary of the Issuer), will deny or disaffirm its obligations under its Guarantee of the Notes;

          (ix) the Issuer or any Significant Subsidiary of the Issuer (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer) pursuant to or within the meaning of Bankruptcy Law:

          (A) commences a voluntary case,

          (B) consents to the entry of an order for relief against it in an involuntary case,

          (C) makes a general assignment for the benefit of its creditors, or

          (D) generally is not paying its debts as they become due; and

          (x) court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

          (A) is for relief against the Issuer or any Significant Subsidiary of the Issuer (or Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer), in an involuntary case; or

          (B) appoints a custodian of the Issuer or any Significant Subsidiary of the Issuer (or Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer) or for all or substantially all of the property of the Issuer or any Significant Subsidiary of the Issuer (or Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer); or

          (C) orders the liquidation of the Issuer or any Significant Subsidiary of the Issuer (or Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer);

and the order or decree remains unstayed and in effect for 60 consecutive days.

          Section 6.02. Acceleration.

          (a) In the case of an Event of Default specified in clause 6.01(ix) or (x) with respect to (i) the Issuer, (ii) any Significant Subsidiary of the Issuer (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Issuer specifying the Event of Default.

          (b) In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(vi), the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(vi) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 Business Days of the date of such declaration, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdic-

-64-

tion, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

          (c) In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer or any of its Restricted Subsidiaries with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

          Section 6.03. Other Remedies.

          (a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, interest, and Additional Interest, if any, with respect to, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

          (b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

          Section 6.04. Waiver of Past Defaults.

          Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the Notes.

          The Issuer shall deliver to the Trustee an Officers’ Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Issuer, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

          Section 6.05. Control by Majority.

          The Holders of a majority in aggregate principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction and may take any other action it deems proper that is not inconsistent with any such direction received from Holders.

-65-

          Section 6.06. Limitation on Suits.

          (a) A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:

          (i) the Holder gives the Trustee written notice of a continuing Event of Default;

          (ii) the Holders of at least 25% in aggregate principal amount of outstanding Notes make a written request to the Trustee to pursue the remedy;

          (iii) such Holder or Holders offer the Trustee indemnity satisfactory to the Trustee against any costs, liability or expense;

          (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

          (v) during such 60-day period, the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction that is inconsistent with the request.

          (b) A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder).

          Section 6.07. Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of the principal of, premium, if any, or Additional Interest, if any, or interest on, such Note or to bring suit for the enforcement of any such payment, on or after the due date expressed in the Notes, which right shall not be impaired or affected without the consent of the Holder.

          Section 6.08. Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(i) or (ii) occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, interest, and Additional Interest, if any, remaining unpaid on the Notes and interest on overdue principal and premium, if any, and, to the extent lawful, interest and Additional Interest, if any, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

          Section 6.09. Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer or Guarantors, if any (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such

-66-

payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

          Section 6.10. Priorities.

          (a) If the Trustee collects any money pursuant to this Article Six, it shall pay out the money in the following order:

     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07, including payment of all reasonable compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

     Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, interest and Additional Interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, interest, and Additional Interest, if any, respectively; and

     Third: to the Issuer or to such party as a court of competent jurisdiction shall direct.

          (b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.

          Section 6.11. Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than ten percent in principal amount of the then outstanding Notes.

ARTICLE SEVEN
TRUSTEE

          Section 7.01. Duties of Trustee.

          Except to the extent, if any, provided otherwise in the TIA (as from time to time in effect):

-67-

          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

          (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any certificates or opinions required to be delivered hereunder, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

          (i) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

          (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

          (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

          (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have of fered to the Trustee security and indemnity satisfactory to it against any loss, costs, liability or expense that might be incurred by it in connection with the request or direction.

          (f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

          Section 7.02. Certain Rights of Trustee.

          (a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

-68-

          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

          (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

          (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer of the Issuer.

          (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

          (g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of such event is sent to the Trustee in accordance with Section 12.03, and such notice references the Notes.

          (h) In no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

          (i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

          (j) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

          (k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

          (l) The permissive rights of the Trustee to do things enumerated in this Indenture shall not be construed as duties.

          Section 7.03. Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with, the Issuer or any of its Affiliates with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest as described in the Trust Indenture Act of 1939 (as in effect at such time), it must elimi-

-69-

nate such conflict within 90 days, apply to the Commission for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11.

          Section 7.04. Trustee’s Disclaimer.

          The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate and acknowledgment of authentication.

          Section 7.05. Notice of Defaults.

          If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default relating to the payment of principal or interest or Additional Interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

          Section 7.06. Reports by Trustee to Holders of the Notes.

          (a) Within 60 days after each May 15 beginning with the May 15 following the date hereof, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c).

          (b) A copy of each report at the time of its mailing to the Holders shall be mailed to the Issuer and filed with the Commission and each stock exchange on which the Notes are listed in accordance with TIA Section 313(d). The Issuer shall promptly notify the Trustee in writing when the Notes are listed on any stock exchange or any delisting thereof.

          Section 7.07. Compensation and Indemnity.

          (a) The Issuer shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder in accordance with a written schedule provided by the Trustee to the Issuer. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

          (b) The Issuer and the Guarantors, if any, shall indemnify the Trustee, its officers, directors, agents and employees against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Issuer and the Guarantors, if any (including this Section 7.07), and defending itself against any claim (whether asserted by the Issuer or any Holder or any

-70-

other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence, bad faith or willful misconduct. The Trustee shall notify the Issuer and the Guarantors, if any, promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not relieve the Issuer of its obligations hereunder unless the failure to notify the Issuer impairs the Issuer’s ability to defend such claim. The Issuer shall defend the claim and the Trustee shall cooperate in the defense. The Issuer need not pay for any settlement made without its consent. The indemnity contained herein shall survive the resignation or removal of the Trustee and the termination of this Indenture.

          (c) The obligations of the Issuer and the Guarantors, if any, under this Section 7.07 shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.

          (d) To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.

          (e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(a)(ix) and (x) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

          (f) The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable.

          Section 7.08. Replacement of Trustee.

          (a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

          (b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

          (i) the Trustee fails to comply with Section 7.10;

          (ii) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

          (iii) a custodian or public officer takes charge of the Trustee or its property; or

          (iv) the Trustee becomes incapable of acting.

          (c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

-71-

          (d) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

          (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10, such Holder may, at the expense of the Issuer, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

          (f) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided that all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 shall continue for the benefit of the retiring Trustee.

          Section 7.09. Successor Trustee by Merger, Etc.

          If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another Person, the successor Person without any further act shall be the successor Trustee.

          Section 7.10. Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trust powers, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b).

          Section 7.11. Preferential Collection of Claims Against Issuer.

          The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. The Trustee hereby waives any right to set off any claim that it may have against the Issuer in any capacity (other than as Trustee and Paying Agent) against any of the assets of the Issuer held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder to be pari passu with the Notes, then such waiver shall not apply to the extent of such Indebtedness.

-72-

ARTICLE EIGHT
DEFEASANCE AND COVENANT DEFEASANCE

          Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

          The Issuer may, at the option of their Boards of Directors evidenced by a resolution set forth in an Officers’ Certificate, at any time, elect to have either Section 8.02 or 8.03 be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article Eight.

          Section 8.02. Legal Defeasance and Discharge.

          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Issuer shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Guarantors, if any, shall be deemed to have been discharged with respect to their obligations under any Guarantees of the Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors, if any, shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and any Guarantees of the Notes, respectively, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all of their other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04, and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, interest and Additional Interest, if any, on such Notes when such payments are due, (b) the Issuer’s obligations with respect to such Notes under Sections 2.07(f), 2.08 and 2.11 and the Issuer’s obligations under Section 4.02, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the Guarantors’, if any, obligations in connection therewith and (d) this Article Eight. Subject to compliance with this Article Eight, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of their option under Section 8.03 hereof.

          Section 8.03. Covenant Defeasance.

          Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors, if any, shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18, 4.19 and 5.01 with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Issuer and the Guarantors, if any, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 of

-73-

the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04, Sections 6.01(iii) through (viii) shall not constitute Events of Default.

          Section 8.04. Conditions to Legal or Covenant Defeasance.

               The following shall be the conditions to the application of either Section 8.02 or 8.03 to the outstanding Notes:

          (i) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, or interest and premium, if any, and Additional Interest, if any, on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular redemption date;

          (ii) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

          (iii) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

          (iv) no Default or Event of Default shall have occurred and be continuing either: (a) on the date of such deposit; or (b) insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 123rd day after the date of deposit;

          (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which the Issuer or any of its Restricted Subsidiaries is a party or by which the Issuer or any of its Restricted Subsidiaries is bound;

          (vi) the Issuer must have delivered to the Trustee an Opinion of Counsel to the effect that assuming no intervening bankruptcy of the Issuer or any Guarantor between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an “insider” of the Issuer under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, including Section 547 of the United States Bankruptcy Code, and Section 15 of the New York Debtor and Creditor Law;

-74-

          (vii) the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding creditors of the Issuer or others;

          (viii) if the Notes are to be redeemed prior to their Stated Maturity, the Issuer must deliver to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and

          (ix) the Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent (other than the expiration of the 123-day period referred to in Section 8.04(a)(vi)) relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

          Notwithstanding the foregoing, the requirements of clause (ii) above with respect to a Legal Defeasance need not be complied with if all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable on the maturity date within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

          Section 8.05. Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.

          (a) Subject to Section 8.06, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 8.04 in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law.

          (b) The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

          (c) Anything in this Article Eight to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

          Section 8.06. Repayment to the Issuer.

          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, interest, or Additional Interest, if any, on any Note and remaining unclaimed for two years after such principal, and premium, if any, interest, or Additional Interest, if any, has become due and payable shall be paid to the Issuer on its written request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter

-75-

look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the reasonable expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

          Section 8.07. Reinstatement.

          If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 and, in the case of a Legal Defeasance, the obligations of any Guarantors under their respective Guarantees shall be revised and reinstated as though no deposit had occurred pursuant to Section 8.02, in each case until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03, as the case may be; provided, however, that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of their obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE NINE
AMENDMENT, SUPPLEMENT AND WAIVER

          Section 9.01. Without Consent of Holders of Notes.

          (a) Notwithstanding Section 9.02, the Issuer, the Guarantors, if any, and the Trustee may amend or supplement this Indenture or the Notes without the consent of any Holder of a Note:

          (i) to cure any ambiguity, mistake, defect or inconsistency;

          (ii) to provide for uncertificated Notes in addition to or in place of certificated Notes;

          (iii) to provide for the assumption of any of the Issuer’s or any Guarantor’s obligations to Holders in the case of a merger or consolidation or sale of all or substantially all of the Issuer’s or such Guarantor’s assets (including in connection with the Transactions);

          (iv) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the legal rights under this Indenture of any such Holder;

          (v) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the TIA;

          (vi) to comply with Section 4.18;

          (vii) to evidence and provide for the acceptance of appointment by a successor Trustee;

-76-

          (viii) to provide for the issuance of Additional Notes in accordance with this Indenture; or

          (ix) to conform the text of this Indenture or the Notes to any provision of the section of the Offering Memorandum entitled “Description of Notes” to the extent that such provision in the “Description of Notes” was intended to conform to the text of this Indenture or the Notes.

          Upon the request of the Issuer accompanied by a Board Resolution authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of any documents requested under Section 7.02(b) hereof, the Trustee shall join with the Issuer in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

          Section 9.02. With Consent of Holders of Notes.

          (a) Except as otherwise provided in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture or the Notes with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

          (b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or its duly designated proxies, and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain Holders after such record date; provided that unless such consent shall have become effective by virtue of the requisite percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given shall automatically and without further action by any Holder be cancelled and of no further effect.

          (c) Upon the request of the Issuer accompanied by resolutions of its Board of Directors authorizing the execution of any such amendment or supplement to this Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b), the Trustee shall join with the Issuer in the execution of such amendment or supplement unless such amendment or supplement directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amendment or supplement.

          (d) It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof.

          (e) After an amendment, supplement or waiver under this Section becomes effective, the Issuer shall mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in

-77-

any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Sections 6.04 and 6.07, the Holders of a majority in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) may waive compliance in a particular instance by the Issuer with any provision of this Indenture, or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

          (i) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

          (ii) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes other than provisions relating to Sections 3.08, 4.10 and 4.14 (except to the extent provided in clause (ix) below);

          (iii) reduce the rate of or change the time for payment of interest on any Note;

          (iv) waive a Default or Event of Default in the payment of principal of, interest, premium, if any, or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

          (v) make any Note payable in money other than U.S. dollars;

          (vi) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, interest, premium, if any, or Additional Interest, if any, on the Notes;

          (vii) release any Guarantor that is a Significant Subsidiary of the Issuer (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer) from any of its obligations under its Guarantee of the Notes or this Indenture, except in accordance with the terms of this Indenture;

          (viii) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or any Guarantee of the Notes provided by a Significant Subsidiary of the Issuer (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer);

          (ix) amend, change or modify the obligation of the Issuer to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 after the obligation to make such Asset Sale Offer has arisen, or the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto;

          (x) except as otherwise permitted under Section 4.18 and Section 5.01, consent to the assignment, or transfer or release by the Issuer or any Guarantor that is a Significant Subsidiary of the Issuer (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer), of any of their rights or obligations under this Indenture;

-78-

          (xi) amend or modify any of the provisions of this Indenture or the related definitions affecting the ranking of the Notes or any Guarantee of the Notes in any manner adverse to the Holders of the Notes or any Guarantee of the Notes; or

          (xii) make any change in the preceding amendment and waiver provisions.

          Section 9.03. Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall be set forth in a document that complies with the TIA as then in effect.

          Section 9.04. Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

          Section 9.05. Notation on or Exchange of Notes.

          (a) The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

          (b) Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

          Section 9.06. Trustee To Sign Amendments, Etc.

          The Trustee shall sign any amendment or supplement to this Indenture or any Note authorized pursuant to this Article Nine if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amendment or supplemental indenture or Note until its Board of Directors approves it. In executing any amendment or supplement or Note, the Trustee shall receive and (subject to Section 7.01) shall be fully protected in conclusively relying upon an Officers’ Certificate and an Opinion of Counsel stating that the execution of such amendment or supplement is authorized or permitted by this Indenture.

ARTICLE TEN
NOTE GUARANTEES

          Section 10.01. Guarantee.

          (a) Subject to this Article Ten, each of the Guarantors, if any, hereby, jointly and severally, and fully and unconditionally, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (i) the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes will be promptly

-79-

paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest and Additional Interest, if any, on the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor, if any, agrees that this is a guarantee of payment and not a guarantee of collection.

          (b) Any Guarantors hereby agree that, to the maximum extent permitted under applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06, each Guarantor, if any, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee of the Notes shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors, if any, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantors, any amount paid by any of them to the Trustee or such Holder, this Guarantee of the Notes, to the extent theretofore discharged, shall be reinstated in full force and effect.

          (d) Each Guarantor, if any, agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor, if any, further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six for the purposes of this Guarantee of the Note, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee of the Note. The Guarantors, if any shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee of the Note.

          Section 10.02. Limitation on Guarantor Liability.

          Each Guarantor, if any, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of the Note of such Guarantor not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to its Guarantee of the Note or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to its Guarantee of the Note. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors, if any, hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on

-80-

behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article Ten, result in the obligations of such Guarantor under its Guarantee of the Note not constituting a fraudulent transfer or conveyance or such an unlawful distribution.

          Section 10.03. Execution and Delivery of Note Guarantee.

          (a) If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee of the Note shall be valid nevertheless.

          (b) The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee of the Note set forth in this Indenture on behalf of any Guarantors.

          (c) If required by Section 4.18, the Issuer shall cause such Subsidiaries to execute supplemental indentures to this Indenture and Guarantees of the Notes in accordance with Section 4.18 and this Article Ten, to the extent applicable.

          Section 10.04. Guarantors May Consolidate, Etc., on Certain Terms.

          (a) A Guarantor (other than the Issuer) may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless:

          (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and

          (ii) either:

     (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under this Indenture, its Guarantee of the Notes and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

     (B) such sale or other disposition or consolidation or merger complies with Section 4.10.

          (b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by a Guarantor, such successor Person shall succeed to and be substituted for a Guarantor with the same effect as if it had been named herein as a Guarantor. All the Guarantees of the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Guarantees of the Notes theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Guarantees of the Notes had been issued at the date of the execution hereof.

          (c) Except as set forth in Article Five, and notwithstanding clauses (i) and (ii) of Section 10.04(a), nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of any Guarantor with or into the Issuer or another Guarantor, or shall prevent any sale or

-81-

conveyance of the property of any Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor.

          Section 10.05. Release of Guarantor.

          (a) The Guarantee of the Note of any Guarantor (other than (x) the Issuer and (y) any Subsidiary of the Issuer that owns Equity Interests in the Issuer) shall be released:

          (i) in connection with any transaction permitted by this Indenture after which such Guarantor would no longer constitute a Restricted Subsidiary of the Issuer, if the sale of Capital Stock, if any, complies with Section 4.10;

          (ii) if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture;

          (iii) upon satisfaction and discharge of the Notes as set forth under Section 11.01 or upon defeasance of the Notes as set forth under Article 8; or

          (iv) solely in the case of a Guarantee of the Note created pursuant to Section 4.18, upon the release or discharge of the Guarantee which resulted in the creation of such Guarantee of the Note pursuant to this Section 4.18, except a discharge or release by or as a result of payment under such Guarantee.

          (b) Any Guarantor not released from its obligations under its Guarantee of the Note shall remain liable for the full amount of principal of and interest and Additional Interest, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Ten.

ARTICLE ELEVEN
SATISFACTION AND DISCHARGE

          Section 11.01. Satisfaction and Discharge.

          (a) This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder, when:

          (i) either:

     (A) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Issuer) have been delivered to the Trustee for cancellation; or

     (B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and Additional Interest, if any, and accrued interest to the date of maturity or redemption;

-82-

          (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor are a party or by which the Issuer or any Guarantor is bound; and

          (iii) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

          (b) In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

          (c) Notwithstanding the above, the Trustee shall pay to the Issuer from time to time upon their request any cash or Government Securities held by it as provided in this Section 11.01 which, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants expressed in a written certification delivered to the Trustee, are in excess of the amount thereof that would then be required to be deposited to effect a satisfaction and discharge under this Article Eleven.

          (d) After the conditions to discharge contained in this Article Eleven have been satisfied, and the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer, and delivered to the Trustee an Officers’ Certificate and Opinion of Counsel, each stating that all conditions precedent to satisfaction and discharge have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of the obligations of the Issuer and the Guarantors, if any, under this Indenture (except for any obligations hereunder that by the terms of such obligation expressly survive discharge of the Notes in accordance with this Section 11.01).

          Section 11.02. Deposited Money and Government Securities To Be Held in Trust; Other Miscellaneous Provisions.

          Subject to Section 11.03 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 11.01 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, interest and Additional Interest, if any, but such money need not be segregated from other funds except to the extent required by law.

          Section 11.03. Repayment to the Issuer.

          Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, and Additional Interest, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times or The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein,

-83-

which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Issuer.

ARTICLE TWELVE
MISCELLANEOUS

          Section 12.01. Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by TIA Section 318(c), the imposed duties shall control.

          Section 12.02. Notices.

          (a) Any notice or communication by the Issuer or any Guarantor, on the one hand, or the Trustee on the other hand, to the other is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:

Verizon Communications Inc.
3900 Washington St., 2nd Fl.
Wilmington, DE 19802
Attention: Janet M. Garrity
Vice President and Assistant Treasurer
Facsimile: (302) 761-4245

and

Verizon Communications, Inc.
One Verizon Way
Basking Ridge, NJ 07920
Attention: J. Goodwin Bennett
Facsimile: (908) 696-2068

With a copy to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Attention: Steven J. Slutzky
Facimile: (212) 909 -6836

If to the Trustee:

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-2292
Facimile: (651) 495-8097
Attention: Rick Prokosch

-84-

          (b) The Issuer or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications.

          (c) All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next Business Day delivery.

          (d) Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next Business Day delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

          (e) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance on such waiver.

          (f) In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

          (g) If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

          (h) If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

          Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 312(c).

          Section 12.04. Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee upon request:

          (i) an Officers’ Certificate (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

          (ii) an Opinion of Counsel (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel (who may rely upon an Officers’ Certifi-

-85-

cate or certificates of public officials as to matters of fact), all such conditions precedent and covenants have been satisfied.

          Section 12.05. Statements Required in Certificate or Opinion.

          (a) Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include:

          (i) a statement that the Person making such certificate or opinion has read such covenant or condition;

          (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

          (iii) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

          (iv) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

          Section 12.06. Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

          Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders.

          No director, officer, employee, incorporator, stockholder, member, manager or partner of the Issuer shall have any liability for any obligations of the Issuer or the Guarantors, if any, under the Notes, this Indenture, any Guarantees of the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

          Section 12.08. Governing Law.

          THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE GUARANTEES, IF ANY.

          Section 12.09. Consent to Jurisdiction.

          Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, ac-

-86-

tion or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court has been brought in an inconvenient forum.

          Section 12.10. No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or any of its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

          Section 12.11. Successors.

          All agreements of the Issuer in this Indenture and the Notes shall bind its successors and assigns. All agreements of the Trustee in this Indenture shall bind its successors and assigns. All agreements of each Guarantor, if any, in this Indenture shall bind such Guarantor’s successors and assigns, except as otherwise provided in Section 10.04.

          Section 12.12. Severability.

          In case any provision in this Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

          Section 12.13. Counterpart Originals.

          The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          Section 12.14. Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Issuer if made in the manner provided in this Section 12.14.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to such witness, notary or officer the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

-87-

          (c) Notwithstanding anything to the contrary contained in this Section 12.14, the principal amount and serial numbers of Notes held by any Holder, and the date of holding the same, shall be proved by the register of the Notes maintained by the Registrar as provided in Section 2.04.

          (d) If the Issuer shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Issuer may, at its option, by or pursuant to a Board of Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuer shall have no obligation to do so. Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith or the date of the most recent list of Holders forwarded to the Trustee prior to such solicitation pursuant to Section 2.06 and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of the then outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the then outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.

          (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

          (f) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so itself with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

          Section 12.15. Benefit of Indenture.

          Nothing in this Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Registrar and its successors hereunder, and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

          Section 12.16. Table of Contents, Headings, Etc.

          The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

-88-

          IN WITNESS WHEREOF, the parties have executed this Indenture as of March 31, 2008.

[SIGNATURE PAGES FOLLOW]

NORTHERN NEW ENGLAND SPINCO INC.
By:	/s/ J. Goodwin Bennett
	Name:	J. Goodwin Bennett
	Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ R. Prokosch
	Name:	Richard Prokosch
	Title:	Vice President

[Indenture]

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Regulation S Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

CUSIP

No. **$                    **

NORTHERN NEW ENGLAND SPINCO INC.

13¹/8% Senior Notes due 2018

Issue Date:

          Northern New England Spinco Inc., a Delaware corporation (the “Issuer,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [          ], or its registered assigns, the principal sum of $[                    ] on April 1, 2018.

          Interest Payment Dates: April 1 and October 1, commencing October 1, 2008.

          Record Dates: March 15 and September 15.

          Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

A-1

          IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officer.

NORTHERN NEW ENGLAND SPINCO INC.
By:
	Name:
	Title:

A-2

(Trustee’s Certificate of Authentication)

          This is one of the 13¹/8% Senior Notes due 2018 described in the within-mentioned Indenture.

Dated: [                                 ]

U.S. Bank National Association, as Trustee
By:
	Authorized Signatory
[Reverse Side of Note]

A-3

NORTHERN NEW ENGLAND SPINCO INC.

13¹/8% Senior Notes due 2018

          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

          1. Interest. The Issuer promises to pay interest on the principal amount of this Note at 13¹/8% per annum from the date hereof until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Issuer shall pay interest and Additional Interest, if any, semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be October 1, 2008. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal from time to time on demand at a rate that is 2% per annum in excess of the rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

          2. Method of Payment. The Issuer shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the record date immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. If a Holder has given wire transfer instructions to the Issuer, the Issuer shall pay all principal, interest and premium, if any, and Additional Interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Issuer elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          Any payments of principal of this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

          3. Paying Agent and Registrar. Initially, the Trustee under the Indenture shall act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

          4. Indenture. The Issuer issued the Notes under an Indenture dated as of March 31, 2008 (“Indenture”) among the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as

A-4

amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount of Additional Notes may be issued thereunder.

     5. Optional Redemption. Except as set forth in paragraph 5(b) and (c) below, the Issuer shall not have the option to redeem the Notes prior to April 1, 2013. On or after April 1, 2013, the Issuer may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2013		106.563	%
2014		104.375	%
2015		102.188	%
2016 and thereafter		100.000	%

          6. Repurchase at Option of Holder.

          (a) If a Change of Control occurs, each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer by the Issuer (a “Change of Control Offer”) at an offer price (a “Change Of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of purchase. No later than 30 days following any Change of Control, the Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the “Change Of Control Payment Date”) specified in such notice, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

          (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or Restricted Subsidiary of the Issuer, as applicable, may apply such Net Proceeds at its option: to repay (A) Indebtedness ranking pari passu with the Notes that is secured by assets of the Issuer or its Restricted Subsidiaries (to the extent of the value of the assets securing such Indebtedness), (B) Obligations under the Credit Agreement or (C) Indebtedness of the Issuer’s Restricted Subsidiaries); or to purchase Replacement Assets. Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

          On the 366th day after an Asset Sale or such earlier date, if any, as the Issuer determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuer to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Guarantee of the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebt-

A-5

edness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash. The Issuer may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $25.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $25.0 million) shall be applied as provided in Section 4.10(c) of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer and its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale shall no longer be deemed to be Excess Proceeds.

          7. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer is not required to transfer or exchange any Note selected for redemption. Also, the Issuer is not required to transfer or exchange any Note (1) for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or (2) tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. Transfer may be restricted as provided in the Indenture.

          8. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes.

          9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Indenture, or the Notes may be amended or supplemented to, among other things, cure any ambiguity, mistake, defect or inconsistency, or make any change that does not materially adversely affect the legal rights under the Indenture of any such Holder.

          10. Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to (i) the Issuer or (ii) any Significant Subsidiary of the Issuer (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Issuer specifying the Event of Default. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(vi) of the Indenture, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(vi) of the Indenture have rescinded the declaration of acceleration in respect of such Indebtedness within 30 Business Days of the date of such declaration, and if the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of

A-6

Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

          In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer or any of its Restricted Subsidiaries with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

          Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. If certain conditions are satisfied, Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the Notes.

          11. Trustee Dealings with the Issuer. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with the Issuer or any of its Affiliates, with the same rights it would have if it were not Trustee.

          12. No Recourse Against Others. No director, officer, employee, incorporator, stockholder, member, manager or partner, past, present or future of the Issuer or any Guarantors shall have any liability for any obligations of the Issuer or any Guarantors under the Notes, this Indenture or any Guarantees of the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

          13. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

          [14. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement dated as of the date of the Indenture, by and among the Issuer, the Guarantors, if any, and the parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Additional Notes to register such Additional Notes under the Securities Act (the “Registration Rights Agreement”).]²

² To be included only in the Notes on the Issue Date and any Additional Notes that bear the Private Placement Legend.

A-7

          15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

          16. Copies of Documents. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

Verizon Communications Inc.
3900 Washington St., 2nd Fl.
Wilmington, DE 19802
Attention: Janet M. Garrity
Vice President and Assistant Treasurer
Facsimile No.: (302) 761-4245

and

Verizon Communications, Inc.
One Verizon Way
Basking Ridge, NJ 07920
Attention: J. Goodwin Bennett
Facsimile No.: (908) 696-2068

With a copy to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Attention: Steven J. Slutzky
Fascimile No.: (212) 909-6836

A-8

ASSIGNMENT FORM

          To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(INSERT ASSIGNEE’S LEGAL NAME)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint                                                                  

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:                                              

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-9

OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

          [ ] Section 4.10                     [ ] Section 4.14

          If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

$                                        

Date:                                         

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.: 

Signature Guarantee*:                                         

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

[TO BE INSERTED FOR RULE 144A GLOBAL NOTE]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

			Principal Amount at
			Maturity of this	Signature of
	Amount of Decrease	Amount of Increase	Global Note	Authorized
	in Principal Amount	in Principal Amount	Following such	Signatory of
	at Maturity of this	at Maturity of this	decrease (or	Trustee or
Date of Exchange	Global Note	Global Note	increase)	Custodian

[TO BE INSERTED FOR REGULATION S GLOBAL NOTE]

SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE

          The following exchanges of a part of this Regulation S Global Note for an interest in another Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note, have been made:

			Principal Amount at
			Maturity of this	Signature of
	Amount of Decrease	Amount of Increase	Global Note	Authorized
	in Principal Amount	in Principal Amount	Following such	Signatory of
	at Maturity of this	at Maturity of this	decrease (or	Trustee or
Date of Exchange	Global Note	Global Note	increase)	Custodian

A-11

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Northern New England Spinco Inc.
c/o Verizon Communications Inc.
3900 Washington Street, 2nd Floor
Wilmington, DE 19802
Facimile:
Attention: Chief Financial Officer

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-2292
Facimile:
Attention:

Re: 13¹/8% Senior Notes due 2018

          Reference is hereby made to the Indenture, dated as of March 31, 2008 (the “Indenture”), among Northern New England Spinco Inc, a Delaware corporation (the “Issuer”) and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                   (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $                     in such Note[s] or interests (the “Transfer”), to                                                          (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

          [ ] 1. Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

          [ ] 2. Check if Transferee will take delivery of a beneficial interest in a Legended Regulation S Global Note, or a Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States

B-1

and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) the transfer is not being made to a Person or for the account or benefit of a Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Legended Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

          [ ] 3. Check and complete if Transferee will take delivery of a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144, Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

     [ ] (a) such Transfer is being effected to the Issuer or a subsidiary thereof; or

     [ ] (b) such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Notes and in the Indenture and the Securities Act.

          4. Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

          [ ] (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

          [ ] (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and, in the case of a transfer from a Restricted Global Note or a Restricted Definitive

B-2

Note, the Transferor hereby further certifies that (a) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (b) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (c) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (d) the transfer is not being made to a Person or for the account or benefit of a Person, and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

          [ ] (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

Dated: _________________________
[Insert Name of Transferor]
By:
	Name:
	Title:

B-3

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

          [ ] (a)a beneficial interest in the:

                    (i)      144A Global Note (CUSIP                     ); or

                    (ii)     Regulation S Global Note (CUSIP                     ); or

          [ ] (b)a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

          [ ] (a) a beneficial interest in the:

                    (i)       144A Global Note (CUSIP                     ); or

                    (ii)      Regulation S Global Note (CUSIP                     ); or

                    (iii)     Unrestricted Global Note (CUSIP                     ); or

          [ ] (b) a Restricted Definitive Note; or

          [ ] (c) an Unrestricted Definitive Note, in accordance with the terms of the Indenture.

B-4

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Northern New England Spinco Inc.
c/o Verizon Communications Inc.
3900 Washington Street, 2nd Floor
Wilmington, DE 19802
Facsimile:
Attention: Chief Financial Officer

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-2292
Facsimile:

Re: 13¹/8% Senior Notes due 2018

          Reference is hereby made to the Indenture, dated as of March 31, 2008 (the “Indenture”), among Northern New England Spinco Inc., a Delaware corporation, (the “Issuer”) and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                   (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount at maturity of $                     in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

          1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

          o (a) Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          o (b) Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities

C-1

Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          o (c) Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          o (d) Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

          2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

          o (a) Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount at maturity, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

          o (b) Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE]:

          o      144A Global Note

          o      Regulation S Global Note

with an equal principal amount at maturity, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

C-2

          This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

Dated: _________________________
[Insert Name of Transferor]
By:
	Name:
	Title:

C-3

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Northern New England Spinco Inc.
c/o Verizon Communications Inc.
3900 Washington Street, 2nd Floor
Wilmington, DE 19802
Facimile:
Attention: Chief Financial Officer

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-2292
Facimile:
Attention:

Re: 13¹/8% Senior Notes due 2018

          Reference is hereby made to the Indenture, dated as of March 31, 2008 (the “Indenture”), among Northern New England Spinco Inc., a Delaware corporation, (the “Issuer”) and [         ], as trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

          In connection with our proposed purchase of $                     aggregate principal amount of:

          (a) o beneficial interest in a Global Note, or

          (b) o a Definitive Note,

we confirm that:

          1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

          2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we shall do so only (A) to the [Issuer] or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a broker-dealer) to you and to the Issuer a signed letter substantially in the form of this letter and an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities

D-1

Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

          3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Issuer such certifications, legal opinions and other information as you and the Issuer may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

          4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

          5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

          The Trustee and the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

Dated: _________________________
	[Insert Name of Accredited Investor]
	By:
		Name:
		Title:

D-2

EXHIBIT E

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

          Supplemental Indenture (this “Supplemental Indenture”), dated as of                     , among                                          (the “Guaranteeing Subsidiary”), a subsidiary of [             ], a Delaware corporation (or its permitted successor) (the “Company”), [            ], a Delaware corporation (the “Issuer”), and U.S. Bank National Association, a New York banking corporation (or its permitted successor), as trustee under the Indenture referred to below (the “Trustee”).

WITNESSETH

          WHEREAS, the Issuer and the other Guarantors party thereto have heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 31, 2008 providing for the issuance of the Issuer’s 13¹/8% Senior Notes due 2018 (the “Notes”);

          WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall, subject to Article Ten of the Indenture, unconditionally guarantee the Notes on the terms and conditions set forth therein (the “Note Guarantee”); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guaranteeing Subsidiary and the Trustee agree as follows for the equal and ratable benefit of the Holders of the Notes:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          2. Agreement to Guarantee.

          (a) Subject to Article Ten of the Indenture, the Guaranteeing Subsidiary fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

     (i) the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest and Additional Interest, if any, on the Notes, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms hereof and thereof; and

     (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be

E-1

jointly and severally obligated to pay the same immediately. The Guaranteeing Subsidiary agrees that this is a guarantee of payment and not a guarantee of collection.

          (b) The Guaranteeing Subsidiary hereby agrees that, to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

          (c) The Guaranteeing Subsidiary, subject to Section 6.06 of the Indenture, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture.

          (d) If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

          (e) The Guaranteeing Subsidiary agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

          (f) The Guaranteeing Subsidiary agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article Six of the Indenture for the purposes of the Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Six of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Note Guarantee.

          (g) The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

          (h) The Guaranteeing Subsidiary confirms, pursuant to Section 10.02 of the Indenture, that it is the intention of such Guaranteeing Subsidiary that the Note Guarantee not constitute (i) a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Note Guarantee or (ii) an unlawful distribution under any applicable state law prohibiting shareholder distributions by an insolvent subsidiary to the extent applicable to the Note Guarantee. To effectuate the foregoing intention, the Guaranteeing Subsidiary and the Trustee hereby irrevocably agree that the obligations of the Guaranteeing Subsidiary will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guaranteeing Subsidiary that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article Ten of the Indenture, result in the obligations of the Guaranteeing Subsidiary under the Note Guarantee not constituting a fraudulent transfer or conveyance or such an unlawful shareholder distribution.

E-2

          3. Execution and Delivery. The Guaranteeing Subsidiary agrees that the Note Guarantee shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of the Note Guarantee.

          4. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. The Guaranteeing Subsidiary may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, any Person other than as set forth in Section 10.04 of the Indenture.

          5. Release. The Guaranteeing Subsidiary’s Note Guarantee shall be released as set forth in Section 10.05 of the Indenture.

          6. No Recourse Against Others. Pursuant to Section 12.07 of the Indenture, no director, officer, employee, incorporator or stockholder, past, present or future of the Guaranteeing Subsidiary shall have any liability for any obligations of the Guaranteeing Subsidiary under the Notes, the Indenture, this Supplemental Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. This waiver and release are part of the consideration for the Note Guarantee.

          7. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

          8. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

          10. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company.

[SIGNATURE PAGE FOLLOWS]

E-3

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

[NAME OF GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
[                                                                                         ]
By:
	Name:
	Title:
[                                                                                         ]
By:
	Name:
	Title:
NORTHERN NEW ENGLAND SPINCO INC. as Issuer
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:
	Name:
	Title:

E-4

EX-4.2

Exhibit 4.2

FIRST SUPPLEMENTAL INDENTURE

          Supplemental Indenture (this “Supplemental Indenture”), dated as of March 31, 2008 between FairPoint Communications, Inc., a Delaware company (the “Company”), and U.S. Bank National Association, as Trustee (the “Trustee”), under the Indenture referred to below.

WITNESSETH

          WHEREAS, Northern New England Spinco Inc., a Delaware corporation (the “Issuer”), has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 31, 2008, providing for the issuance of the Issuer’s 13¹/8% Senior Notes due 2018 (the “Notes”);

          WHEREAS, the Issuer merged with and into the Company with the Company continuing as the surviving corporation.

          WHEREAS, the Company was not originally a party thereto, has agreed to join in the Indenture; and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee agree as follows:

          1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

          2. Agreement to Join. The Company hereby acknowledges that it has received and reviewed a copy of the Indenture and acknowledges and agrees to: (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to it as the “Issuer” in the Indenture as if made by the Company; and (iii) perform all obligations and duties required of it pursuant to the Indenture. The Company hereby agrees to enter into such instruments as necessary to evidence its obligations under the Indenture, including, without limitation, Global Notes in the form attached hereto as Exhibit A.

          3. Effect of Supplemental Indenture. Upon execution of this Supplemental Indenture by the Company and the Trustee, the Indenture shall be amended and supplemented in accordance herewith, and this Supplemental Indenture shall form a part of the Indenture for all purposes and each Holder shall be bound thereby.

          3. NEW YORK LAW TO GOVERN. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

          4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

          5. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

1

          6. Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company

          7. Notices.

     Upon execution of this Supplemental Indenture by the Company and the Trustee, Section 12.02(a) of the Indenture shall be superseded and replaced with the following:

     Any notice or communication by the Issuer or any Guarantor, on the one hand, or the Trustee on the other hand, to the other is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the others’ address:

     If to the Issuer and/or any Guarantor:

FairPoint Communications, Inc.
521 E. Morehead Street
Suite 250
Charlotte, NC 28202
Facsimile: (704)344-8121
Attention: General Counsel

     With a copy to:

Paul, Hastings, Janofsky & Walker, LLP
75 East 55th Street
New York, NY 10022
Facsimile.: (212)230-7697
Attention: Jeffrey J. Pellegrino

     If to the Trustee:

U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St. Paul, MN 55107-2292
Facimile: (651) 495-8097
Attention: Rick Prokosch

[SIGNATURE PAGE FOLLOWS]

2

          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Thomas Griffin
	Name:	Thomas Griffin
	Title:	Treasurer
U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:	/s/ R. Prokosch
	Name:	Richard Prokosch
	Title:	Vice President

[Supplemental Indenture]

EXHIBIT A

[Face of Note]

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the Indenture]

[Insert the Regulation S Global Note Legend, if applicable, pursuant to the provisions of the Indenture]

CUSIP

No. **$                    **

FAIRPOINT COMMUNICATIONS, INC.

13¹/8% Senior Notes due 2018

Issue Date:

          FairPoint Communications, Inc., a Delaware corporation (the “Issuer,” which term includes any successor under the Indenture hereinafter referred to), for value received, promises to pay to [                    ], or its registered assigns, the principal sum of $[                    ] on April 1, 2018.

          Interest Payment Dates: April 1 and October 1, commencing October 1, 2008.

          Record Dates: March 15 and September 15.

          Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

[SIGNATURE PAGE FOLLOWS]

A-1

          IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually or by facsimile by its duly authorized officer.

FAIRPOINT COMMUNICATIONS, INC.
By:
	Name:
	Title:

A-2

(Trustee’s Certificate of Authentication)

          This is one of the 13¹/8% Senior Notes due 2018 described in the within-mentioned Indenture.

Dated: [                    ]

U.S. Bank National Association, as Trustee
By:
	Authorized Signatory

[Reverse Side of Note]

A-3

FAIRPOINT COMMUNICATIONS, INC.

13¹/8% Senior Notes due 2018

          Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

          1. Interest. The Issuer promises to pay interest on the principal amount of this Note at 13¹/8% per annum from the date hereof until maturity and shall pay the Additional Interest, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Issuer shall pay interest and Additional Interest, if any, semi-annually in arrears on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be October 1, 2008. The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal from time to time on demand at a rate that is 2% per annum in excess of the rate then in effect; they shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Additional Interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year comprised of twelve 30-day months. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application.

          2. Method of Payment. The Issuer shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the record date immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. If a Holder has given wire transfer instructions to the Issuer, the Issuer shall pay all principal, interest and premium, if any, and Additional Interest, if any, on that Holder’s Notes in accordance with those instructions. All other payments on Notes shall be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Issuer elects to make interest payments by check mailed to the Holders at their addresses set forth in the register of Holders. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

          Any payments of principal of this Note prior to Stated Maturity shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. The amount due and payable at the maturity of this Note shall be payable only upon presentation and surrender of this Note at an office of the Trustee or the Trustee’s agent appointed for such purposes.

          3. Paying Agent and Registrar. Initially, the Trustee under the Indenture shall act as Paying Agent and Registrar. The Issuer may change any Paying Agent or Registrar without prior notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

          4. Indenture. The Issuer issued the Notes under an Indenture dated as of March 31, 2008 (“Indenture”) among Northern New England Spinco Inc. and the Trustee, as supplemented by the supplemental indenture dated as of March 31, 2008 by and among the Issuer and the Trus-

A-4

tee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount of Additional Notes may be issued thereunder.

          5. Optional Redemption. Except as set forth in paragraph 5(b) and (c) below, the Issuer shall not have the option to redeem the Notes prior to April 1, 2013. On or after April 1, 2013, the Issuer may redeem all or part of the Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Additional Interest, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on April 1 of the years indicated below:

Year	Percentage
2013		106.563	%
2014		104.375	%
2015		102.188	%
2016 and thereafter		100.000	%

          6. Repurchase at Option of Holder.

          (a) If a Change of Control occurs, each Holder of Notes shall have the right to require the Issuer to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer by the Issuer (a “Change of Control Offer”) at an offer price (a “Change Of Control Payment”) in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Additional Interest, if any, thereon, to the date of purchase. No later than 30 days following any Change of Control, the Issuer shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase Notes on a date (the “Change Of Control Payment Date”) specified in such notice, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the Indenture and described in such notice.

          (b) Within 365 days after the receipt of any Net Proceeds from an Asset Sale, the Issuer or Restricted Subsidiary of the Issuer, as applicable, may apply such Net Proceeds at its option: to repay (A) Indebtedness ranking pari passu with the Notes that is secured by assets of the Issuer or its Restricted Subsidiaries (to the extent of the value of the assets securing such Indebtedness), (B) Obligations under the Credit Agreement or (C) Indebtedness of the Issuer’s Restricted Subsidiaries); or to purchase Replacement Assets. Pending the final application of any such Net Proceeds, the Issuer or such Restricted Subsidiary may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

          On the 366th day after an Asset Sale or such earlier date, if any, as the Issuer determines not to apply the Net Proceeds relating to such Asset Sale as set forth in Section 4.10(b) (each such date being referred as an “Excess Proceeds Trigger Date”), such aggregate amount of Net Proceeds that has not been applied on or before the Excess Proceeds Trigger Date as permitted pursuant to Section 4.10(b) (“Excess Proceeds”) shall be applied by the Issuer to make an offer (an “Asset Sale Offer”) to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Guarantee of the Notes containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset

A-5

Sale Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Additional Interest, if any, to the date of purchase, and shall be payable in cash. The Issuer may defer the Asset Sale Offer until there are aggregate unutilized Excess Proceeds equal to or in excess of $25.0 million resulting from one or more Asset Sales, at which time the entire unutilized amount of Excess Proceeds (not only the amount in excess of $25.0 million) shall be applied as provided in Section 4.10(c) of the Indenture. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Issuer and its Restricted Subsidiaries may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the Excess Proceeds subject to such Asset Sale shall no longer be deemed to be Excess Proceeds.

          7. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer is not required to transfer or exchange any Note selected for redemption. Also, the Issuer is not required to transfer or exchange any Note (1) for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or (2) tendered and not withdrawn in connection with a Change of Control Offer or an Asset Sale Offer. Transfer may be restricted as provided in the Indenture.

          8. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes.

          9. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Without the consent of any Holder of a Note, the Indenture, or the Notes may be amended or supplemented to, among other things, cure any ambiguity, mistake, defect or inconsistency, or make any change that does not materially adversely affect the legal rights under the Indenture of any such Holder.

          10. Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to (i) the Issuer or (ii) any Significant Subsidiary of the Issuer (or any Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Issuer), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Issuer specifying the Event of Default. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in Section 6.01(vi) of the Indenture, the declaration of acceleration of the Notes shall be automatically annulled if the holders of all Indebtedness described in Section 6.01(vi) of the Indenture have rescinded the declaration of acceleration in respect of such Indebtedness within 30 Business Days of the date of such declaration, and if the annulment of the acceleration of the Notes would

A-6

not conflict with any judgment or decree of a court of competent jurisdiction, and all existing Events of Default, except non-payment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

          In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Issuer or any of its Restricted Subsidiaries with the intention of avoiding payment of the premium that the Issuer would have had to pay if the Issuer then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

          Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. If certain conditions are satisfied, Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, the Notes.

          11. Trustee Dealings with the Issuer. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may become a creditor of, or otherwise deal with the Issuer or any of its Affiliates, with the same rights it would have if it were not Trustee.

          12. No Recourse Against Others. No director, officer, employee, incorporator, stockholder, member, manager or partner, past, present or future of the Issuer or any Guarantors shall have any liability for any obligations of the Issuer or any Guarantors under the Notes, this Indenture or any Guarantees of the Notes or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

          13. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

          [14. Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes. In addition to the rights provided to Holders under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement dated as of the date of the Indenture, by and among the Issuer, the Guarantors, if any, and the parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time and, with respect to any Additional Notes, one or more registration rights agreements between the Issuer and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Issuer to the purchasers of Addi-

A-7

tional Notes to register such Additional Notes under the Securities Act (the “Registration Rights Agreement”).]¹

          15. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.

          16. Copies of Documents. The Issuer shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:

FairPoint Communications, Inc.
521 E. Morehead Street
Suite 250
Charlotte, NC 28202
Facsimile: (704)344-8121
Attention: General Counsel

          With a copy to:

Paul, Hastings, Janofsky & Walker, LLP
75 East 55th Street
New York, NY 10022
Facsimile.: (212)230-7697
Attention: Jeffrey J. Pellegrino

¹ To be included only in the Notes on the Issue Date and any Additional Notes that bear the Private Placement Legend.

A-8

ASSIGNMENT FORM

          To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:

(INSERT ASSIGNEE’S LEGAL NAME)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint 

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                                  

Your Signature:
	(Sign exactly as your name
	appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-9

OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box below:

          o Section 4.10                                        o Section 4.14

          If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased:

Date:	$
	Your Signature:
		(Sign exactly as your name
		appears on the face of this Note)
	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-10

[TO BE INSERTED FOR RULE 144A GLOBAL NOTE]

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

			Principal Amount at
			Maturity of this	Signature of
	Amount of Decrease	Amount of Increase	Global Note	Authorized
	in Principal Amount	in Principal Amount	Following such	Signatory of
	at Maturity of this	at Maturity of this	decrease (or	Trustee or
Date of Exchange	Global Note	Global Note	increase)	Custodian

[TO BE INSERTED FOR REGULATION S GLOBAL NOTE]

SCHEDULE OF EXCHANGES OF REGULATION S GLOBAL NOTE

          The following exchanges of a part of this Regulation S Global Note for an interest in another Global Note or of other Restricted Global Notes for an interest in this Regulation S Global Note, have been made:

			Principal Amount at
			Maturity of this	Signature of
	Amount of Decrease	Amount of Increase	Global Note	Authorized
	in Principal Amount	in Principal Amount	Following such	Signatory of
	at Maturity of this	at Maturity of this	decrease (or	Trustee or
Date of Exchange	Global Note	Global Note	increase)	Custodian

A-11

EX-4.3

Exhibit 4.3

REGISTRATION RIGHTS AGREEMENT

by and among

FairPoint Communications, Inc.

and

Banc of America Securities LLC
Lehman Brothers Inc.
Morgan Stanley & Co. Incorporated

Dated as of March 31, 2008

REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 31, 2008, by and among FairPoint Communications, Inc., a Delaware corporation (the “Company”), and Banc of America Securities LLC (“Banc of America”), Lehman Brothers Inc. (“Lehman”) and Morgan Stanley & Co. (“Morgan Stanley”) on behalf of the initial purchasers set forth on Schedule A of the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), each of whom has agreed to purchase Northern New England SpinCo Inc.’s (“SpinCo”) 13¹/⁸% Senior Notes due 2018 (the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).

     This Agreement is made pursuant to the Purchase Agreement, dated March 26, 2008 (the “Purchase Agreement”), among Spinco, the Company, the selling securityholders named therein (the “Selling Securityholders”) and the Initial Purchasers (i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Transfer Restricted Securities, including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Transfer Restricted Securities, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(g) of the Purchase Agreement.

     The parties hereby agree as follows:

     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:

     Broker-Dealer: Any broker or dealer registered under the Exchange Act.

     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.

     Closing Date: The date of this Agreement.

     Commission: The Securities and Exchange Commission.

     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Transfer Restricted Securities that were tendered by Holders thereof pursuant to the Exchange Offer.

     Exchange Act: The Securities Exchange Act of 1934, as amended.

     Exchange Date: As defined in Section 3(a) hereto.

     Exchange Offer: The registration by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.

     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus.

     Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Transfer Restricted Securities to certain “qualified institutional buyers,” as such term is defined in Rule 144A under the Securities Act and to certain non-U.S. persons pursuant to Regulation S under the Securities Act.

     Exchange Securities: The 13¹/⁸% Senior Notes due 2018, of the same series under the Indenture as the Initial Securities and attached thereto, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.

     FINRA: Financial Industry Regulatory Authority, Inc.

     Freely Tradable: Means, with respect to an Initial Security, an Initial Security that at any time of determination (i) may be sold to the public in accordance with Rule 144 under the Securities Act (“Rule 144”) by a person that is not an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company where no conditions of Rule 144 are then applicable (other than the holding period requirement in paragraph (d) of Rule 144 so long as such holding period requirement is satisfied at such time of determination) and (ii) does not bear any restrictive legends relating to the Securities Act.

     Holders: As defined in Section 2(b) hereof.

     Indemnified Holder: As defined in Section 8(a) hereof.

     Indenture: The Indenture, dated as of March 31, 2008, by and between Spinco and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture, dated as of March 31, 2008, by and between the Company and the Trustee, pursuant to which the Securities are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof.

     Initial Purchaser: As defined in the preamble hereto.

     Initial Placement: The sale by the Selling Securityholders of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.

     Interest Payment Date: As defined in the Indenture and the Securities.

-2-

     Initial Securities: As defined in the preamble hereto.

     Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.

     Registration Default: As defined in Section 5 hereof.

     Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein.

     Securities: Shall mean collectively, the Initial Securities and the Exchange Securities.

     Securities Act: The Securities Act of 1933, as amended.

     Shelf Filing Deadline: As defined in Section 4(a) hereof.

     Shelf Registration Statement: As defined in Section 4(a) hereof.

     Transfer Restricted Securities: The Initial Securities; provided that the Initial Securities shall cease to be Transfer Restricted Securities on the earliest to occur of (i) the date on which a Registration Statement with respect to such Initial Securities has become effective under the Securities Act and such Initial Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) the date on which such Initial Securities cease to be outstanding or (iii) the date on which such Initial Securities are Freely Tradable.

     Trust Indenture Act: The Trust Indenture Act of 1939, as amended.

     Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.

     SECTION 2. Securities Subject to this Agreement.

     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.

     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities.

-3-

     SECTION 3. Registered Exchange Offer.

     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Company shall use its commercially reasonable efforts to Consummate the Exchange Offer not later than 366 days following the Closing Date (or if such 366th day is not a Business Day, the next succeeding Business Day) (the “Exchange Date”); provided, however, that the Company shall not be required to Consummate such Exchange Offer if no Transfer Restricted Securities are outstanding on the Exchange Date. In connection with the foregoing, if required by this Section 3(a), the Company shall (A) file with the Commission a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer and (B) cause all necessary filings in connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer. The Exchange Offer, if required pursuant to this Section 3(a), shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.

     (b) If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 3(a) above, the Company shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 20 days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply in all material respects with all applicable federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration Statement.

     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Transfer Restricted Securities that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Transfer Restricted Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Transfer Restricted Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after the date of this Agreement.

-4-

     Subject to Section 6(d) hereof, the Company shall use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities.

     The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales.

     Notwithstanding anything in this Section 3 to the contrary, the requirements to file the Exchange Offer Registration Statement and the requirements to Consummate the Exchange Offer shall terminate at such time as no Transfer Restricted Securities remain outstanding.

     SECTION 4. Shelf Registration.

     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer solely because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated by the Exchange Date and there are Transfer Restricted Securities outstanding at such time, or (iii) prior to the Exchange Date, with respect to any Holder of Transfer Restricted Securities (including any Initial Purchaser), such Holder notifies the Company that (i) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (ii) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (iii) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates, the Company shall:

     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) on or prior to the 30th day after the Exchange Date (the “Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and

     (y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 60th day after the Shelf Filing Deadline (or if such 60th day is not a Business Day, the next succeeding Business Day).

-5-

     Subject to the provisions of Section 6(d) hereof, the Company shall use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders of such Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, from the date on which the Shelf Registration Statement is declared effective by the Commission until the expiration of the one-year period referred to in Rule 144 applicable to securities held by non-affiliates under the Securities Act (or shorter period that will terminate when all the Transfer Restricted Securities covered by such Shelf Registration Statement cease to be outstanding). Notwithstanding anything to the contrary, the requirements to file a Shelf Registration Statement and to have such Shelf Registration Statement become effective and remain effective shall terminate at such time as all Transfer Restricted Securities cease to be outstanding.

     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially misleading.

     SECTION 5. Additional Interest. If any of the Transfer Restricted Securities remain outstanding on the Exchange Date and either (i) the Exchange Offer has not been Consummated by the Exchange Date; (ii) any Shelf Registration Statement, if required hereby, has not been declared effective by the Commission during the time specified in Section 4(a)(y) or (iii) except as contemplated by Section 6(d) hereof, any Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) through (iii), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities cease to be outstanding, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions.

     All obligations of the Company set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer

-6-

Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full.

     Notwithstanding anything contained herein or in the Indenture to the contrary, the payment of “additional interest” as set forth in this Section 5 shall be the only remedy available to Holders for any Registration Default

     SECTION 6. Registration Procedures.

     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, if required pursuant to Section 3(a) hereof, the Company shall comply with all of the provisions of Section 6(c) hereof, shall use its commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions:

     (i) If in the reasonable opinion of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, the Company hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company to Consummate an Exchange Offer for such Transfer Restricted Securities. The Company hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. The Company hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission.

     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secon-

-7-

dary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Transfer Restricted Securities acquired by such Holder directly from the Company.

     (b) Shelf Registration Statement. If required pursuant to Section 4, in connection with the Shelf Registration Statement, the Company shall comply with all the provisions of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto, the Company will as expeditiously as possible prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.

     (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), the Company shall:

     (i) subject to the provisions of Section 6(d) hereof, use its commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements for the period specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

     (ii) subject to the provisions of Section 6(d) hereof, prepare and file with the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement cease to be outstanding or have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period

-8-

in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;

     (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, the Company shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;

     (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (excluding documents incorporated by reference) to which Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission;

     (v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to

-9-

the underwriter(s), if any, make the Company’s representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request;

     (vi) make available at reasonable times for inspection by each selling Holder named in any Registration Statement, the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Person(s), all financial and other records, pertinent corporate documents and properties of the Company and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent reasonably requested by the managing underwriter(s), if any;

     (vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;

     (viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered thereby or the underwriter(s), if any;

     (ix) furnish to each Initial Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);

     (x) deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company hereby consents to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto;

-10-

     (xi) enter into such customary agreements (including an underwriting agreement), and make such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to the Shelf Registration Statement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any resale pursuant to the Shelf Registration Statement contemplated by this Agreement; if the registration is an Underwritten Registration, the Company shall:

     (A) obtain an opinion of counsel for the Company covering such matters as such parties reasonably request (including a customary 10b-5 statement)

     (B) obtain a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception;

     (C) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and

     (D) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company pursuant to this Section 6(c)(xi), if any.

     (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that the Company shall not be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject;

     (xiii) shall issue, upon the request of any Holder of Transfer Restricted Securities covered by the Exchange Offer Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such

-11-

Holder or in the name of the purchaser(s) of such Securities, as the case may be; in return, the Transfer Restricted Securities held by such Holder shall be surrendered to the Company for cancellation;

     (xiv) cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of “global notes” representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);

     (xv) use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof;

     (xvi) subject to the provisions of Section 6(d) hereof, if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;

     (xvii) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement covering such Transfer Restricted Securities and provide the Trustee under the Indenture with printed certificates for such Transfer Restricted Securities which are in a form eligible for deposit with the Depository Trust Company and take all other action necessary to ensure that all such Transfer Restricted Securities are eligible for deposit with the Depository Trust Company;

     (xviii) cooperate and assist in any filings required to be made with the FINRA and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of the FINRA;

     (xix) otherwise use its commercially reasonable efforts to comply in all material respects with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 under the Securities Act (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the

-12-

effective date of the Registration Statement; provided that these requirements shall be deemed satisfied by the Company’s compliance with Section 4.03 of the Indenture;

     (xx) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Transfer Restricted Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner;

     (xxi) cause all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Transfer Restricted Securities or the managing underwriter(s), if any; and

     (xxii) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.

     (d) Suspension of a Registration Statement. Notwithstanding anything contained herein to the contrary, each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice from the Company of (A) the suspension of the use of the Registration Statement or (B) the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until the end of such suspension and such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice. Notwithstanding the foregoing, the Company shall not be obligated to pay Additional Interest pursuant to Section 5 hereof during any suspension of the use of the Registration Statement if such suspension has been effected in accordance with this last paragraph of Section 6; provided, however, if any such delay or suspension contin-

-13-

ues for a period in excess of 30 days, Additional Interest shall be payable in accordance with Section 5 from the 31st day of such delay or suspension until such Registration Default is cured.

     SECTION 7. Registration Expenses.

     (a) All expenses incident to the Company’s performance of or compliance with this Agreement will be borne by the Company, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance).

     The Company will, in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company.

     (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared.

     SECTION 8. Indemnification.

     (a) The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defend-

-14-

ing any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have.

     In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company, such Indemnified Holder (or the Indemnified Holder controlled by such controlling person) shall promptly notify the Company in writing; provided, however, that the failure to give such notice shall not relieve the Company of its obligations pursuant to this Agreement. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification hereunder). The Company shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company shall be liable for any settlement of any such action or proceeding effected with the Company’s prior written consent, which consent shall not be withheld unreasonably, and the Company agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding.

     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and its directors, officers of the Company who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding

-15-

shall be brought against the Company or its directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company, and the Company, its directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.

     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company shall be deemed to be equal to the total net proceeds to the Company from the Initial Placement), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim.

     The Company and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the sale of the Transfer Restricted Securities pursuant to a Registration Statement exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)

-16-

shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Securities held by each of the Holders hereunder and not joint.

     SECTION 9. Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A under the Securities Act.

     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.

     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.

     SECTION 12. Miscellaneous.

     (a) Remedies. The Company hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate.

     (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The Company has not previously entered into any agreement granting any registration rights with respect to its securities to any Person which is adverse to the Holders. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s securities under any agreement in effect on the date hereof.

     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any change to occur, with respect to the Initial Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer.

-17-

     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d), obtained the written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.

     (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:

     (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and

     (ii) if to the Company:

FairPoint Communications, Inc.
521 E. Morehead Street
Suite 250
Charlotte, NC 28202
Facsimile: (704) 344-8121
Attention: Shirley J. Linn

With a copy to:

Paul, Hastings, Janofsky & Walker, LLP
75 East 55th Street
New York, NY 10022
Facsimile.: (212) 230-7697
Attention: Jeffrey J. Pellegrino

     All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.

-18-

     Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.

     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.

     (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

     (k) Entire Agreement. This Agreement, together with the Purchase Agreement, the Initial Securities and the Indenture, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

-19-

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Shirley J. Linn
	Name:	Shirley J. Linn
	Title:	Executive Vice President

[Registration Rights Agreement]

     The foregoing Registration Rights Agreement is hereby confirmed and accepted by Banc of America Securities LLC, Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated on behalf of the Initial Purchasers named in Schedule A to the Purchase Agreement as of the date first above written.

[Signature Pages Follow]

Banc of America Securities LLC
By:	/s/ Daniel J. Kelly
	Name:	Daniel J. Kelly
	Title:	Managing Director
Lehman Brothers Inc.
By:	/s/ Andrew Earls
	Name:	Andrew Earls
	Title:	MD
Morgan Stanley & Co., Incorporated
By:	/s/ [Illegible]
	Name:	[Illegible]
	Title:

[Registration Rights Agreement]

EX-10.1

Exhibit 10.1

STATE OF MAINE
PUBLIC UTILITIES COMMISSION
	AMENDED
	STIPULATION
	December 21, 2007
VERIZON NEW ENGLAND, INC.	Docket No. 2007-67
D/B/A VERIZON MAINE, ET AL.
Request for Approval of Affiliated Interest
Transaction and Transfer of Assets of
Verizon’s Property and Customer Relations
to be Merged with and into
FairPoint Communications, Inc.
PUBLIC UTILITIES COMMISSION	Docket No. 2005-155
Investigation into New Alternative Form of
Regulation for Verizon Maine Pursuant to
35-A M.R.S.A. §9102-9103

     Verizon New England Inc., d/b/a Verizon Maine (“Verizon New England”), Northern New England Telephone Operations Inc. (“Telco”), Enhanced Communications of Northern New England Inc. (“Newco”), Northland Telephone Company of Maine, Inc., Sidney Telephone Company, Standish Telephone Company, China Telephone Company, Maine Telephone Company, and Community Service Telephone Co. (the latter six being referred to as the “FairPoint Maine Telephone Companies”), the Maine Office of the Public Advocate, the Intervenors who have signed this Stipulation and the Advocacy Staff (“Staff”) of the Maine Public Utilities Commission (“Commission”) hereby agree and stipulate as follows:

I. PURPOSE

     The purpose of this Stipulation is to settle (except as provided explicitly herein) all issues in this proceeding, to avoid further proceedings on those issues and to expedite the Commission’s consideration and resolution of the proceedings. The provisions agreed to herein have been reached as a result of information gathered through review of the Applicants’ prefiled

testimony and exhibits, both formal and informal discovery, testimony presented at hearings before the Commission, the Examiner’s Report and discussions and negotiations among the parties.

II. PROCEDURAL BACKGROUND

     On January 31, 2007, the Joint Applicants filed an application seeking issuance of a Commission order granting any and all approvals and authorizations required for the transfer of Verizon New England’s local exchange and long distance businesses and the long distance businesses of certain affiliated companies of Verizon New England to FairPoint Communications, Inc. (“FairPoint”), the commencement of the provision of regulated telephone utility services by Telco and Newco, the discontinuance of regulated telephone utility service by Verizon New England and certain ancillary transactions.

     The Commission docketed the submission as Docket No. 2007-67, assigned the case to a Hearing Examiner and appointed Advisory Staff and Advocacy Staff. The Hearing Examiner issued a Notice of Proceeding, Procedural Order and Notice of Opportunity to Intervene on February 2.

     The following parties filed timely petitions to intervene and were granted intervention status: the Office of the Public Advocate (OPA); Communication Workers of America (CWA) and International Brotherhood of Electrical Workers (IBEW) Locals 2320, 2326, and 2327, and IBEW System Council T-6 (collectively Labor); the Eastern Maine Labor Council, AFL-CIO¹; the CLEC Coalition (Mid-Maine Communications, Oxford Networks, and Pine Tree Networks); Biddeford Internet Corporation d/b/a Great Works Internet (GWI); One Communications (One); Cornerstone Communications, LLC; XO Communications Services, Inc.; Level 3 Communications, LLC; the Telephone Association of Maine (TAM); Pine Tree Telephone and

2

Telegraph Company; Saco River Telegraph and Telephone Company; Oxford Telephone Company, Oxford West Telephone Company, Oxford County Telephone Service Company and Revolution Networks, all d/b/a as Oxford Networks; Mid Maine Communications; Lincolnville Telephone Company; Tidewater Telecom, Inc.; Unitel, Inc.; U.S. Cellular Corporation; and the Department of Education and the Maine State Library.

     On March 12, James Cowie, lead participant in a complaint docket dealing with Verizon’s alleged participation in the National Security Agency’s warrantless domestic wiretapping and data collection program, requested discretionary intervenor status in this case. The Hearing Examiner, on March 28, approved discretionary intervention, but limited Complainants’ participation to argument regarding the need to and means of preserving the Commission’s jurisdiction over the existing claims against Verizon in Docket No. 2006-274.

     Technical Conferences were held on June 7, 8 and 12, 2007 to allow Advisory Staff and Intervenors the opportunity to perform discovery on FairPoint’s and Verizon’s joint application, prefiled testimony and responses to data requests. Additional Technical Conferences were held on August 9 and 10, 2007 covering to the prefiled testimony and data responses of Intervenor witnesses.

     On September 10 and 11, 2007, a Settlement Conference was held in Portland, to which all parties were invited. The parties attending the Settlement Conference included: FairPoint, Verizon, the MPUC Advocacy Staff, the Office of the Public Advocate, GWI, and One Communications. This Stipulation is a product of a process that began at this time.

     On July 24, 2007, Level 3 notified the Commission that it was withdrawing its petition to intervene and that it approved the proposed transaction without conditions. On October 10, TAM advised the Commission it had entered into a settlement agreement with FairPoint and its

¹ Due to the limited information in the Eastern Maine Labor Council’s (Council) petition to intervene regarding how this proceeding would have a direct and substantial impact on it, the Council was granted discretionary intervention pursuant to Section 721 of Chapter 110.

3

members were satisfied that their issues related to the merger had been resolved. TAM also advised that it supported merger approval as it related to TAM’s membership’s issues.

     Three well-attended public witness hearings were conducted during the month of September: September 18 in Fort Kent, with remote locations in Houlton and Presque Isle; September 20 in Bangor, and September 25 in Portland.

     Evidentiary Hearings on the FairPoint, Verizon, and Intervenor filed testimony were conducted October 2-5 and 10. Briefs were filed on November 2, 2007. The Examiner’s Report was issued on November 26, 2007 and Exceptions were filed on December 3, 2007.

     During November and December, meetings and discussions occurred that culminated in the negotiation of this Stipulation.

     In Docket No. 2005-155 (Verizon Maine AFOR) an Examiner’s Report in the form of a draft Commission order was released on May 9, 2007, addressing, among other things, Phase I issues related to Verizon Maine’s revenues, expenses and earnings under a traditional, rate-of-return mode of Commission regulation. During the period for writing exceptions, the Public Advocate and Verizon Maine discussed their differences with respect to the Examiner’s Report that resulted in the filing of an Amended Stipulation, approved by the Commission by Order dated October 3, 2007. The Amended Stipulation reached no final decision on the merits of the issues but had the effect of staying for a time any final Commission decision.

III. STIPULATION PROVISIONS

     The Parties to this Stipulation agree and recommend that the Commission order as follows:

1. Approval of Application. The Parties to this Stipulation agree that the Joint Application and accompanying exhibits filed on January 31, 2007, and the approvals and authorizations requested therein, satisfy the applicable statutory criteria and should be granted

4

by the Commission, by an order that approves, accepts and adopts this Stipulation and all of the provisions thereof.

2. Specific Approvals and Authorizations. The granting of the Joint Application shall include all authorizations, approvals, and findings requested in the Joint Application and the accompanying exhibits, including the following:

A.	The reorganizations that result from Verizon New England’s transfer of its assets, liabilities and customer relationships relating to its local exchange, intrastate toll and exchange access operations in Vermont, New Hampshire and Maine to Telco, a subsidiary of Verizon New England, as more fully described in more fully described in a Distribution Agreement between Verizon Communications and Spinco dated January 15, 2007, are consistent with the interests of the utilities’ ratepayers and investors and shall be approved pursuant to 35-A M.R.S.A. § 708.
B.	The reorganizations that result from NYNEX Long Distance, BACI, and VSSI’s transfer of their accounts receivable, liabilities and customer relationships relating to their long-distance operations in Maine, New Hampshire and Vermont to Newco, a direct wholly-owned subsidiary of Spinco, through a series of intermediate transfers, are consistent with the interests of the utilities’ ratepayers and investors and shall be approved pursuant to 35-A M.R.S.A. § 708.
C.	The reorganizations that result from Verizon New England’s transfer of the stock in Telco to Spinco through a series of intermediate transfers, such that Telco will become a direct, wholly-owned subsidiary of Spinco, are consistent with the interests of the utilities’ ratepayers and investors and shall be approved pursuant to 35-A M.R.S.A. § 708.

5

D.	The reorganizations that result from Verizon Communications’ distribution of the stock of Spinco directly to the shareholders of Verizon Communications, such that Spinco (and therefore Telco and Newco) no longer will be subsidiaries of Verizon Communications, are consistent with the interests of the utilities’ ratepayers and investors and shall be approved pursuant to 35-A M.R.S.A. § 708.
E.	The reorganizations that result from Spinco’s merger with and into FairPoint immediately following the distribution of the Spinco stock, are consistent with the interests of the utilities’ ratepayers and investors and shall be approved under 35-A M.R.S.A. § 708.
F.	The transfer of assets of Verizon New England to Telco shall be authorized pursuant to 35-A M.R.S.A. § 1101.
G.	The discontinuance of service by Verizon New England shall be approved pursuant to 35-A M.R.S.A. § 1104.
H.	The furnishing of service by Telco and Newco, is declared to be required by public convenience and necessity and shall be approved pursuant to 35-A M.R.S.A. §§ 2102 & 2105.
I.	FairPoint and the individual Operating Subsidiaries shall be authorized to file initial schedules of rates, terms and condition conforming to the current schedules for local rates, terms and conditions of Verizon New England, Inc., which are presently on file with the Commission.
J.	The provisioning of services and facilities between Telco and affiliated interests of Telco pursuant to the Verizon Cost Allocation Manual (CAM) on a temporary basis until completion of review of a permanent CAM and contracts with affiliated interests in accordance with Section III(3)(E)(8) of this Stipulation, shall be authorized pursuant to 35-A M.R.S.A. § 707.

6

K. Such other authorizations and approvals as are necessary to effectuate the transaction shall be granted.

3. Conditions of Approval. In addition to the approvals and authorizations set forth above, the Parties further agree to the following terms and conditions of approval:

     A. Financial Conditions:

     1. Capital Expenditures/Dividend Restriction. During the three years following the Closing Date, FairPoint shall make, on average, annual capital investments in Maine in the following minimum amounts:

First Year:	$	48,000,000.00
Average of First Two Years:	$	48,000,000.00
Average of First Three Years:	$	47,000,000.00

To assure investment in the network occurs as projected by FairPoint, total dividend payments by FairPoint to its common shareholders following the two year anniversary of the closing will be reduced the following year by the amount in which the annual average capital expenditures made in Maine over the two years is less than $48 million, and dividends paid in the year following the three year anniversary will be reduced by the amount in which the annual average capital expenditures over the three-year period is less than $47,000,000.

     2. Further Dividend Restrictions.

     (a) Beginning with the first full quarterly dividend paid after the closing of the Merger, FairPoint shall reduce its aggregate annual dividends payable on common stock (currently $1.59 per share) by 35% which is effectively an annual reduction of approximately $49.7 million from current projected levels after the Merger. FairPoint

7

shall not be allowed to subsequently increase its per share dividend until this limitation is terminated pursuant to paragraph 4.

     (b) FairPoint shall not declare or pay any dividend on the common stock of FairPoint following the end of any three consecutive fiscal quarters during which the Leverage Ratio exceeds 5.50 (reduced to 5.0 at and after the fifth full calendar quarter following the Closing Date) or the Interest Coverage Ratio is less than 2.25. FairPoint shall use funds that would otherwise be available to pay dividends but for this restriction to first repay outstanding borrowings under its revolving credit agreement and second to prepay Term Loan borrowings (unless the loan agreements require a different order of payment) until such repayments reduce the debt as of the end of the last respective quarter such that the Leverage Ratio is reduced to 5.5 or 5.0, respectively. (There will not be any limitation on dividends paid during the first two full fiscal quarters following the closing beyond the reduction agreed to in paragraph 2(a).)

     (c) FairPoint shall limit the cumulative amount of payments of dividends on its outstanding common stock (excluding the first two full quarterly dividend payments after the closing) to not more than the cumulative adjusted free cash flow (before dividends) generated from and after the Closing Date.

     (d) The conditions in paragraphs (b) and (c) will not be effective until the third full fiscal quarter following the closing, to be consistent with the proposed credit agreement. For all purposes in this Stipulation Leverage Ratio shall be defined as the ratio of Total Indebtedness to Adjusted EBITDA. In calculating the Leverage Ratio, for purposes of this Stipulation, FairPoint shall use the outstanding gross debt amount reduced by any available cash balance, provided that the amount of cash netted against gross debt shall be no more than $25 million. The definitions of Total Indebtedness and Adjusted EBITDA shall be the same as those contained in FairPoint’s current loan documents and as modified by the terms of the new loan documents.

8

     3. Debt Reduction. Beginning in the first quarter of 2009, FairPoint agrees to pay the higher of $35,000,000 annually, or 90% of annual Free Cash Flow, to be applied equally in each fiscal quarter, towards the permanent reduction of the principal amount of the Term Loan. Free Cash Flow is defined as the cash flow remaining after all operating expenses, interest payments, tax payments, capital expenditures, dividends and other routine cash expenditures have occurred. (For the first full year of operations, this calculation would include all adjustments permitted by the current and the new loan documents.)

     4. Termination of Financial Conditions. The requirements and conditions in paragraphs 2(a), (b) & (c) and 3, above, shall terminate upon FairPoint achieving a Leverage Ratio of 3.5 for any three consecutive fiscal quarters, provided that if within two years of the end of such three consecutive fiscal quarters achieving the Leverage Ratio of 3.5, the Leverage Ratio exceeds 4.0 for any three consecutive quarters, the limitations and conditions in paragraphs 2(a), (b) & (c) and 3 will become effective and remain effective until the earlier of five years after the end of such three consecutive fiscal quarters achieving a Leverage Ratio of 3.5 or ten years after the closing date. In any event, the limitations and conditions in paragraphs 2(a), (b) & (c), 3 and 4 shall terminate no later than ten years after the closing date. (For the purpose of clarity, if over the ten year period FairPoint does not achieve the Leverage Ratio of 3.5 for three consecutive quarters, the limitations and conditions remain in effect over the entire ten year period.)

     It is noted by the Parties to the Stipulation that FairPoint’s Discovery Model as adjusted to reflect the conditions in the Stipulation indicates that FairPoint is expected to achieve the Leverage Ratio of 3.5 by 2011. The parties’ consideration of the model scenarios provided by FairPoint does not indicate agreement with the model itself or the model scenarios.

9

     5. Working Capital Adjustment. Verizon will provide at or before closing a contribution to Spinco that will increase Spinco’s working capital in the amount of $235.5 million in addition to the amount specified for working capital in the Distribution Agreement as of the date hereof. FairPoint shall use $235.5 million to repay permanently (or otherwise not incur), not later than 30 days after the closing of the Merger, the Term Loan or the Spinco Securities issued or incurred at closing. In addition, Verizon agrees it will not offset against the required working capital contribution any portion of the $12,000,000 commitment Verizon incurred by way of a stipulation with the OPA in the pending Verizon Maine AFOR proceeding (Docket No. 2005-155) to deploy additional broadband services prior to the closing. Verizon has agreed to incur the full $12,000,000 obligation to expand DSL services pursuant to the Stipulation in Docket No. 2005-155 prior to the closing of Merger (or to leave the balance of monies not incurred in escrow for FairPoint to complete the project) and will not seek reimbursement from FairPoint.

     In addition, within 30 days of closing Verizon will make a one-time cash contribution in the amount of $2.5 million to the ConnectME Authority in furtherance of the Authority’s statutory objectives.

     B. DSL Commitment:

     FairPoint shall expand DSL Availability in Maine to reach the 83% addressability of Maine access lines within two years of the closing of the Merger.

     As part of a comprehensive resolution of all issues pending in this Docket and in Docket No. 2005-155 (the Verizon Maine AFOR proceeding), FairPoint agrees that during the 5-year period beginning upon closing, FairPoint shall spend not less than an additional $40,000,000 (in excess of the $12,000,000 expenditure by Verizon pursuant to the Amended Stipulation approved in Docket No. 2005-155 and the estimated $17,550,000 expenditure by FairPoint in

10

implementing the two-year DSL deployment plan submitted to the Maine PUC as part of its filings in Docket No. 2007-67) for the purchase and installation of equipment and related infrastructure necessary to further expand the availability of broadband services to locations in Maine, with the goal of attaining 90% DSL addressability by the end of the five year period. FairPoint further agrees that by the end of the five-year period it will reach 82% overall addressability for FairPoint access lines in UNE Zone 3. To the extent that the goal of attaining 90% DSL addressability is not achieved by the end of such five-year period, FairPoint shall make additional investment as necessary to achieve such goal. To the extent any of the $40,000,000 is not expended by the end of the five year period, FairPoint shall contribute the unexpended funds to the ConnectME Authority. During the five year period under this paragraph, FairPoint shall file quarterly reports with the Commission regarding its broadband deployment activities containing the type of information required of Verizon under Section 3 of the Amended Stipulation of August 8, 2007 in Docket No. 2005-155.

     FairPoint agrees that any of the facilities constructed with funds derived from either the $17,500,000 or $40,000,000 committed by FairPoint or the $12,000,000 committed by Verizon, as referenced in the preceding paragraph, that are part of the incumbent local exchange carrier (ILEC) network shall be made available to competitors as Unbundled Network Elements (UNEs) to the same extent that “legacy” ILEC network facilities are required to be made available on a UNE basis.

     Further, the parties hereby request that the PUC direct that any money spent by FairPoint on equipment and infrastructure for the expansion of broadband services within the UNE-3 zones shall not be expended for customer locations currently served or publicly scheduled to be served within 12 months by broadband providers funded by the ConnectME Authority in order to ensure the success of the broadband initiative of the ConnectME Authority and the public policy underlying such initiative, and that the Commission shall retain the authority to and shall review the effect of such restrictions on broadband construction to ensure

11

that any competitive limitations continue to serve the public policy objectives of the ConnectME Authority, the Commission and the State of Maine and to revise these provisions in accordance with its findings.

     FairPoint agrees that at the time of closing, FairPoint will maintain all prices and speeds offered by Verizon for broadband Internet access service, including the provision of standalone DSL service, and that standalone DSL service shall continue to be available for a period of two years following closing and at a month-to-month price not to exceed $37 per month. FairPoint will not increase the prices for broadband services for two years following closing provided the Commission does not seek to alter, amend or reduce any of FairPoint’s prices for services that are subject to the Commission’s regulation. All promotional rates offered by Verizon will be evaluated by FairPoint on a regular basis and are subject to modification; provided that FairPoint will adhere to all terms and conditions of Verizon’s $15 per month “for life” rate for 768 kbs access speeds to existing subscribers to this offer at closing. In addition, FairPoint shall not increase its monthly rates for basic (768 kbs) DSL service (“DSL Light”) beyond the monthly rates currently offered by Verizon ($15 for a two year contract, $18 for a one year contract) for a period of two years following closing.

     C. AFOR Settlement:

As part of a comprehensive resolution of all issues pending in this Docket and in Docket No. 2005-155, upon closing, FairPoint shall adopt in Maine all currently effective rates of Verizon, and the current provisions of the Verizon Maine AFOR shall be applicable to FairPoint, provided that FairPoint shall be subject to the Service Quality Index (“SQI”) as set forth in Attachment 1 to this Stipulation. Effective August 1, 2008, FairPoint shall implement reductions to the monthly rate caps for basic residence and business service under the adopted Verizon Maine AFOR by an amount determined by dividing $18,000,000 by Telco’s March 31, 2008 access lines for basic residence and business service (excluding access lines packaged in any bundle of

12

service and business Centrex or special contracts services), divided by 12. The current AFOR as adopted by FairPoint (including the reduced cap and the mutual stayout on initiating any rate of return-based earnings investigation) shall remain in effect for a period of 5 years after August 1, 2008. This provision, as well as FairPoint’s commitment on DSL above, shall be in full and complete settlement of all outstanding issues in the pending Verizon Maine AFOR proceeding, Docket No. 2005-155, Phases I and II, and shall not constitute precedent with respect to the issue of any revenue requirement issue, including but not limited to the imputation of yellow page directory revenues, in determining the revenue requirement of FairPoint-Maine, which may be raised and addressed in a future general rate proceeding subsequent to the expiration of the five-year term of the adopted FairPoint AFOR described above.

     D. Labor Matters:

     Verizon shall not be required to waive the six-month no-hire provision in the Employee Matters Agreement.

     FairPoint has already agreed in the Employee Matters Agreement to honor existing collective bargaining agreements with respect to matters that are within FairPoint’s control, and is willing to extend such agreements on generally the same conditions in the current agreements for a period of at least two years. These conditions would include plans that mirror all compensation and benefit plans, including medical and retirement benefits. In addition, FairPoint will offer employment to the Verizon employees being laid off in the Bangor wireless call center pursuant to a written agreement with Verizon.

     E. Additional Matters:

     1. FairPoint will adhere to its commitments on retail rates and treatment of wholesale customers, as set forth in its Brief in this Docket. Furthermore, FairPoint agrees to the following Recommended Conditions in the Examiner’s Report to the extent indicated:

13

V-D-4 (ER, p. 121) — FairPoint agrees
V-D-5 (ER, p. 122) — FairPoint agrees
V-D-6 (ER, p. 122) — FairPoint agrees
V-D-7 (ER, p. 122) — FairPoint agrees
V-D-8 (ER, p. 122) — FairPoint agrees
VI-B-2 (ER, p. 191) — FairPoint agrees
VI-B-5 (ER, p. 191) — FairPoint agrees
VIII-3 (ER, p. 246) — FairPoint agrees
VIII-6 (ER, p. 246) — FairPoint agrees
XIII-3 (ER, p. 252) — FairPoint agrees
ETC(ER, p. 254) — FairPoint agrees
X-2 (ER, p. 262) — FairPoint agrees
V-D-3 (ER, p. 121) — FairPoint agrees (provided agreements are submitted for information only)
VI-B-4 (ER, p. 191) — FairPoint agrees (provided PUC establishes criteria after approval, which assure compensation for only claims with significant merit)
VI-C-3 (ER, p. 218) — FairPoint agrees (provided FairPoint has ability to request modification of statewide rates condition in the future)

The limitations indicated above represent FairPoint’s position, but are not resolved by this Stipulation. The extent to which the limitations are adopted shall be decided by the Commission on the basis of the arguments in the Briefs and Exceptions of the Parties in this proceeding.

     2. FairPoint will cause Telco to continue to offer to residential and business retail customers a local exchange, stand-alone basic service. Telco will not seek Commission approval for an increase in Maine basic exchange rates to take effect during the five-year AFOR period following the Closing Date, and the OPA agrees not to seek a reduction to such rates to take effect during such period.

     3. To the extent that a final and non-appealable federal court order determines that the Commission may proceed with its investigation in Docket No. 2006-274, relating to allegations that Verizon New England participated in an alleged foreign intelligence program of the National Security Agency involving customer records, Verizon New England agrees that it will not rely upon this transaction as a basis to

14

contest the jurisdiction of the Commission to conduct such investigation consistent with the terms of the Court’s order.

     4. FairPoint has agreed to a third party monitor for the Transition Services Agreement cutover process, pursuant to scope of work established by state commissions, to be paid for by FairPoint.

     5. FairPoint agrees to provide monthly reports to the Commission beginning immediately to provide the staffing status for FairPoint’s northern New England service area, with particular emphasis on adequacy of technical skills for workers being placed in new positions due to any significant departure of experienced staff in the period six months before, to six months after, close of the transaction. The report shall include training plans and progress associated with bringing workers in new technical positions up to adequate skill levels.

     6. FairPoint agrees to provide the PUC after closing with the financial information reporting as recommended in the Examiner’s Report.

     7. FairPoint agrees that upon closing Telco will adopt the Cost Allocation Manual of Verizon New England (Verizon CAM) and shall comply with said Verizon CAM with respect to the allocation and assignment of costs between Telco and its affiliates. Telco shall not be required to submit written agreements regarding the provision of services for the Commission’s approval under 35-A M.R.S.A. § 707 until six months after closing, provided that Telco complies with the Verizon CAM. Within six months after the closing, Telco will submit for the Commission’s approval under Section 707 all proposed agreements between Telco and its affiliates for the provision of services. At that time, Telco shall also submit for the Commission’s review its proposed, amended CAM for use in the future (which may consist of a proposed continuation of the Verizon CAM). The proposed CAM shall include all policies, procedures, and agreements governing services provided between and among FairPoint affiliates, in a manner consistent with

15

35-A M.R.S.A. § 713. Such CAM shall assure that cost of developing the FairPoint systems used to replace the Verizon systems by Cutover are appropriately allocated to Telco and that adequate compensation is provided to Telco by any other FairPoint affiliates that might use these systems or any of Telco’s facilities. FairPoint reserves the right to take the position upon submission of the CAM that there should be a single CAM effective for all three states. FairPoint’s submission shall also include a detailed budget pro forma of charges to and from affiliates for the three-state operation (and the individual states), for 2008, including the actual cost basis for the charge at its originating location. FairPoint shall provide a copy of its submission to the Office of the Public Advocate.

     8. FairPoint agrees that for one year following cutover, and for any period thereafter during which the Leverage Ratio exceeds 4.0 for three consecutive quarters, FairPoint will not consummate any business acquisition with a transaction value of the acquired business in excess of $100 million without Commission approval, unless FairPoint requests and is granted an exemption from approval of the acquisition under 35-A M.R.S.A. § 708. This condition shall be effective for three years following closing. Nothing in this provision shall limit the Commission’s jurisdiction to review and approve reorganizations as set forth under Maine law.

     9. FairPoint agrees to provide near-final drafts of the debt agreements no later than one month prior to close to the Commission for the information of the Commission. To the extent the drafts define “Total Indebtedness” and “Adjusted EBITDA” in a manner different than the definition of those terms in Section A(2), FairPoint shall call such differing definitions to the attention of the Commission in its filing. FairPoint will assure that said debt agreements do not provide for the guaranty of said debt by any of its Maine ILEC operating companies or for securing said debt by a security interest in the assets of said ILEC operating companies.

16

     10. In the first general rate case for Telco, Telco’s rates may not reflect higher capital costs based on FairPoint’s potentially higher risk level and potentially higher average weighted cost of capital, and ratepayers shall be held harmless from capital costs that exceed Verizon’s average weighted cost of capital.

     11. FairPoint agrees that it will conduct an analysis of whether there are potential benefits of seeking a waiver of the “parent trap” rule. If the analysis shows potential benefits and FairPoint does not pursue such a waiver, FairPoint shall provide the PUC with an explanation of its decision.

     12. Recommended Conditions in Examiner’s Report Not Resolved by Stipulation. The adoption of the following Recommended Decisions, as well as the issues referred to in the following paragraph, are not resolved by this Stipulation and will be decided by the Commission on the basis of the arguments in the Briefs and Exceptions of the Parties in this proceeding, subject to the understanding that FairPoint’s objection on the last two recommendations as stated in its Exceptions is modified as indicated below:

VI-B-3 (ER, p. 191) — (suspension of cutover)
VI-C-4 (b) (ER, p. 218) — (separate DSL subsidiary)

XIII-1 (ER, p. 252) — (waiver of FCC price cap rules). FairPoint has requested waiver and will inform PUC of FCC’s decision and its plans if waiver is denied.
XIII-2 (ER, p. 252) — (access and SLC rate freeze). FairPoint agrees only to 3-year cap on rates for special access circuits.

     13. Wholesale Issues Not Resolved by Stipulation. The wholesale issues in this proceeding (Group III-A) are not resolved by this Stipulation and will be decided by the Commission on the basis of the arguments in the Briefs and Exceptions of the Parties in this proceeding. .

     14. FairPoint represents and warrants that it has not entered into any separate undisclosed agreements with Verizon which conflict with this Stipulation,

17

including any agreement by which FairPoint compensates Verizon or Verizon compensates FairPoint with respect to any of the provisions of this Stipulation.

IV. PROCEDURAL PROVISIONS

1.	Timing and Conditions: The Stipulation shall be approved without modification or additional condition and on a timely basis to permit closing on January 31, 2008 (assuming receipt of other applicable regulatory approvals).
2.	Record. The record on which the Commission may base its determination whether to accept and approve this Stipulation shall consist of this Stipulation, all documents provided by in the form of prefiled testimony and exhibits and responses to data requests in this proceeding, the transcript of any hearing that was or may be held on this Stipulation, all exhibits introduced at any such hearing, and any other material furnished by Staff to the Commission, either orally or in writing, at the time of the Commission’s consideration of this proceeding.
3.	Non-Precedential Effect. The Stipulation shall not constitute an admission by an executing party of any factual or legal issue or matter, nor be considered legal precedent, and neither this document nor the settlement discussions that led to it shall be used as evidence in any proceeding unrelated to the enforcement of this Stipulation, nor shall it preclude a party from raising any issues in any future proceeding or investigation on similar matters subsequent to this proceeding.
4.	Stipulation as Integral Document. This Stipulation represents the full agreement between all parties to the Stipulation and rejection of any part of this Stipulation constitutes a rejection of the whole and the Stipulation shall thereafter be null and void.
5.	The parties executing this Stipulation agree not to (i) propose that the Commission require any condition at variance with those expressly provided for or allowed by this Stipulation in connection with the approval of the Merger or modify any condition

18

contained herein, or (ii) directly or indirectly support the request by any other party or intervenor to require the imposition of any further condition or the modification of any condition.

6.

The parties to this Stipulation agree to devote their best efforts towards approval of the proceeding on the terms set forth herein and each party agrees not to take any actions in any forum that would reasonably appear to contradict or diverge from the terms set forth in this Agreement. In the event that the Merger does not close or this Stipulation and its terms are not adopted by the Commission in their entirety and without modification, this Stipulation and all of the terms and conditions contained herein shall be null and void.

7.

Immediately prior to the Merger closing, Verizon, Spinco and FairPoint shall amend their transaction agreements to the extent required to reflect the applicable terms expressly set forth herein.

19

     WHEREFORE, the parties have caused this Stipulation to be duly executed in their respective names by their representatives as of the date first above written, each being fully authorized to do so.

FOR VERIZON NEW ENGLAND, NEWCO, AND TELCO:	FOR FAIRPOINT MAINE TELEPHONE COMPANIES:
/s/ Donald W. Boecke	/s/ Joseph Donahue
Printed Name: Donald W. Boecke	Printed Name: Joseph Donahue
FOR THE MAINE OFFICE OF THE PUBLIC ADVOCATE:	FOR THE MPUC ADVOCACY STAFF:
/s/ Wayne Jortner	/s/ Andrew S. Hasler
Printed Name: Wayne Jortner	Printed Name: Andrew S. Hasler
FOR	FOR
Printed Name:	Printed Name:
FOR	FOR
Printed Name:	Printed Name:
FOR	FOR
Printed Name:	Printed Name:

20

2007-67
Amended Stipulation
Attachment 1

     As part of a comprehensive resolution of all issues pending in this Docket and in Docket No. 2005-155, upon closing, FairPoint shall adopt in Maine an SQI based substantially on the current SQI provisions of the Verizon Maine AFOR.

     FairPoint’s SQI shall differ from the current Verizon Maine AFOR SQI in the following details:

1.	The “Dial Tone Speed” and “% blocked calls” metrics shall be eliminated from the SQI.
2.	The “Duration of Res. Outages” metric as proposed in AFOR and Merger Examiners Reports in 2005-155 and 2007-67 shall be added to the SQI. This metric is based on ARMIS data and reflects the average outage duration for a residential customer.
3.	Penalties: the base penalty provision contained in the original SQI shall be retained: i.e., the base penalty shall be 1/100 X (annual perf. — benchmark/benchmark) X 75,000,000, up to the existing AFOR penalty provision limit of $1.135 million per metric. If FairPoint has failed to achieve its performance benchmark for a given metric in two or more consecutive years, beginning after July 1, 2008, the SQI penalty for that metric shall be the base penalty for that metric multiplied by a multiplier equal to the number of consecutive years that penalty has been missed.
4.	Ramp up: FairPoint shall not be subject to the current benchmarks for a two year ramp up period following closing for three specific metrics: (1) the “Customer Trouble Reports per 100 lines,” (2) “Res. Trouble reports not Cleared in 24 hours,” and (3) “Duration of Res. Outages” metrics. To establish the benchmarks during the ramp-up years, the difference between Verizon’s 2006-2007 performance for each of these metrics and the corresponding benchmark will be equally apportioned to the Verizon’s 2006-2007 performance for each year of the ramp-up period so that each benchmark reaches historic levels for the third year of the AFOR (2010-2011). See example below for benchmark calculation. For the “Duration of Res. Outages” metric, the difference between Verizon’s performance (based on ARMIS data) for 2006 (or the last year it is available) and the benchmark goal of 17.5 hours will be equally apportioned in the same fashion as described for the other two metrics. Penalties during the ramp-up period for these three metrics would be no different than other metrics.

Sample benchmark calculation for “Res. Trouble reports not Cleared in 24 hours:”

Verizon’s 2006/2007 Performance = 41.00%
Benchmark = 21.10 %

Difference = 41.00 — 21.10 = 19.9 divided by 3 yrs =6.63% per year

41.00 — 6.63 = 34.37% Benchmark for 2008/2009
34.37 — 6.63 = 27.74% Benchmark for 2009/2010
27.74 — 6.63 = 21.10% Original benchmark for 2010/2011

EX-10.3

Exhibit 10.3

Victor D. Del Vecchio Assistant General Counsel
	185 Franklin Street, 13th Floor       Boston, MA 02110-1585
	Phone 617 743-2323       Fax 617 737-0648       victor.delvecchio@verizon.com

VIA HAND DELIVERY

March 30, 2008

Ms. Debra A. Howland
Executive Director and Secretary
New Hampshire Public Utilities Commission
21 S. Fruit Street, Suite 10
Concord, NH 03301

Re: DT 07-011 — VERIZON NEW ENGLAND INC., BELL ATLANTIC COMMUNICATIONS, INC., NYNEX LONG DISTANCE COMPANY, VERIZON SELECT SERVICES INC. AND FAIRPOINT COMMUNICATIONS, INC. Joint Application for Approvals Related to Verizon’s Transfer of Property and Customer Relations to Company to be Merged with and into FairPoint Communications, Inc.

Dear Ms. Howland:

     This is in response to your Secretarial Letter of March 28, 2008 scheduling a hearing in the above-referenced matter regarding FairPoint Communications, Inc.’s issuance of bonds (the “Secretarial Letter”), subsequently rescheduled for Sunday, March 30, 2008.

     To fully address any concerns the Commission may have in connection with FairPoint’s issuance of bonds referenced in the Commission’s Secretarial Letter, Verizon Communications Inc. and Staff of the Public Utilities Commission agree that Verizon will modify its implementation of Order No. 24,823 dated February 25, 2008 (the “Order”) at pages 84-85. Verizon will implement the conditions contained in the relevant pages of the Order by paying to FairPoint (i) $15 million on the first anniversary of the closing in anticipation of line loss but without any condition and (ii) $15 million on the second

anniversary of the closing if either line loss is greater than 7.5 percent or the Interest Coverage Ratio (as defined in the Settlement Agreement among Verizon, FairPoint and Staff dated January 23, 2008) is less than 2.50 on the second anniversary of the closing.

     Verizon’s willingness to proceed in this fashion is conditioned on (i) Verizon’s not being subject to the financial line-loss obligation on the first anniversary of the closing contained on pages 84-85 of the Order and (ii) no additional conditions being imposed on Verizon as a condition of closing the transaction.

     Thank you for your attention to this matter.

Very truly yours,
 

/s/ Victor D. Del Vecchio  

Victor D. Del Vecchio 

Agreed to on behalf of Staff of the Public Utilities Commission:

/s/ F. Anne Ross, Esq.
Name: F. Anne Ross, Esq.	Date: March 30, 2008

cc:     Service List

EX-10.4

Exhibit 10.4
Execution Copy

CREDIT AGREEMENT

among

FAIRPOINT COMMUNICATIONS, INC.,

NORTHERN NEW ENGLAND SPINCO INC.,

VARIOUS LENDING INSTITUTIONS,

BANK OF AMERICA, N.A.,
as SYNDICATION AGENT,

MORGAN STANLEY SENIOR FUNDING, INC.
and
DEUTSCHE BANK SECURITIES INC.,
as CO-DOCUMENTATION AGENTS,

and

LEHMAN COMMERCIAL PAPER INC.,
as ADMINISTRATIVE AGENT

Dated as of March 31, 2008

LEHMAN BROTHERS INC.
and
BANC OF AMERICA SECURITIES LLC,
as JOINT LEAD ARRANGERS,

and

LEHMAN BROTHERS INC.,
BANC OF AMERICA SECURITIES LLC,
and
MORGAN STANLEY SENIOR FUNDING, INC.,
as JOINT BOOK RUNNING MANAGERS

TABLE OF CONTENTS

	Page
SECTION 1. Amount and Terms of Credit		1
1.01 Commitments		1
1.02 Minimum Borrowing Amounts, etc		4
1.03 Notice of Borrowing		4
1.04 Disbursement of Funds		5
1.05 Notes		6
1.06 Conversions		7
1.07 Pro Rata Borrowings		9
1.08 Interest		9
1.09 Interest Periods		10
1.10 Increased Costs, Illegality, etc		11
1.11 Compensation		12
1.12 Change of Lending Office		13
1.13 Replacement of Lenders		13
SECTION 1A. Letters of Credit		15
1A.01 Letters of Credit		15
1A.02 Minimum Stated Amount		16
1A.03 Letter of Credit Requests; Notices of Issuance		16
1A.04 Agreement to Repay Letter of Credit Drawings		17
1A.05 Letter of Credit Participations		18
1A.06 Increased Costs		20
SECTION 2. Fees		21
2.01 Fees		21
2.02 Voluntary Reduction of Commitments		22
2.03 Mandatory Adjustments of Commitments, etc		23
SECTION 3. Payments		24
3.01 Repayment of Term Loans		24
3.02 Voluntary Prepayments		26
3.03 Mandatory Prepayments		27

(i)

	Page
3.04 Method and Place of Payment		30
3.05 Net Payments		31
SECTION 4. Conditions Precedent		33
4.01 Conditions Precedent to Closing Date and the Initial Incurrence of Loans		33
4.02 Conditions Precedent to All Loans		37
SECTION 5. Representations, Warranties and Agreements		37
5.01 Company Status		38
5.02 Company Power and Authority		38
5.03 No Violation		38
5.04 Litigation		38
5.05 Use of Proceeds; Margin Regulations		38
5.06 Governmental Approvals		39
5.07 Investment Company Act		40
5.08 True and Complete Disclosure		40
5.09 Financial Condition; Financial Statements		40
5.10 Security Interests		42
5.11 Compliance With Statutes		42
5.12 Tax Returns and Payments		42
5.13 Compliance with ERISA		42
5.14 Subsidiaries		43
5.15 Intellectual Property		44
5.16 Environmental Matters		44
5.17 Labor Relations		44
5.18 Subordination		44
5.19 Capitalization		45
SECTION 6. Affirmative Covenants		45
6.01 Information Covenants		45
6.02 Books, Records and Inspections		47
6.03 Insurance		47
6.04 Payment of Taxes		47
6.05 Company Franchises		47

(ii)

	Page
6.06 Compliance with Statutes, etc		47
6.07 ERISA		48
6.08 Good Repair		49
6.09 End of Fiscal Years; Fiscal Quarters; Etc		49
6.10 Permitted Acquisitions		49
6.11 Margin Stock		51
6.12 Special Covenant Regarding Cash Management Policy		51
6.13 PIK Requirements		52
6.14 Interest Rate Protection		52
6.15 Maintenance of Company Separateness		52
6.16 Further Assurances		52
6.17 CoBank Capital		52
6.18 Post-Closing Security Perfection		52
SECTION 7. Negative Covenants		53
7.01 Changes in Business		53
7.02 Consolidation, Merger, Sale or Purchase of Assets, etc		53
7.03 Liens		54
7.04 Indebtedness		56
7.05 Capital Expenditures		58
7.06 Advances, Investments and Loans		59
7.07 Limitation on Creation of Subsidiaries		61
7.08 Modifications		62
7.09 Restricted Payments, Etc		63
7.10 Transactions with Affiliates		66
7.11 Interest Coverage Ratio		66
7.12 Leverage Ratio		66
7.13 Limitation On Issuance of Equity Interests		66
7.14 Designated Senior Debt		67
SECTION 8. Events of Default		67
8.01 Payments		67
8.02 Representations, etc		67
8.03 Covenants		68

(iii)

	Page
8.04 Default Under Other Agreements		68
8.05 Bankruptcy, etc		68
8.06 ERISA		68
8.07 Pledge Agreement		69
8.08 Subsidiary Guaranty		69
8.09 Judgments		69
8.10 Change of Control		70
SECTION 9. Definitions		70
SECTION 10. The Agents		106
10.01 Appointment		106
10.02 Nature of Duties		107
10.03 Certain Rights of the Agents		108
10.04 Reliance by Agents		108
10.05 Notice of Default, etc		108
10.06 Nonreliance on Agents and Other Lenders		108
10.07 Indemnification		109
10.08 Agents in their Individual Capacities		109
10.09 Holders		110
10.10 Resignation of the Agents		110
10.11 Collateral Matters		111
10.12 Delivery of Information		112
10.13 Posting of Approved Electronic Communications		112
SECTION 11. Miscellaneous		113
11.01 Payment of Expenses, etc		113
11.02 Right of Setoff		114
11.03 Notices		115
11.04 Benefit of Agreement		115
11.05 No Waiver; Remedies Cumulative		117
11.06 Payments Pro Rata		118
11.07 Calculations; Computations		118
11.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial		118

(iv)

	Page
11.09 Counterparts		119
11.10 Headings Descriptive		119
11.11 Amendment or Waiver		119
11.12 Survival		121
11.13 Domicile of Loans		121
11.14 Confidentiality		121
11.15 Lender Register		122
11.16 Patriot Act Notice		1

(v)

          CREDIT AGREEMENT, dated as of March 31, 2008, among FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (“FairPoint”), NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”), the Lenders from time to time party hereto, BANK OF AMERICA, N.A., as Syndication Agent (in such capacity, the “Syndication Agent”), MORGAN STANLEY SENIOR FUNDING, INC. and DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agents (in such capacity, each, a “Co-Documentation Agent” and, collectively, the “Co-Documentation Agents”), and LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the “Administrative Agent” and, together with the Syndication Agent and the Co-Documentation Agents, collectively, the “Agents”). As used herein, the term “Borrower” shall mean (i) prior to the Merger, each of FairPoint and Spinco and (ii) from and after the Merger, FairPoint.

WITNESSETH:

          WHEREAS, subject to and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrower the respective credit facilities provided for herein;

          NOW, THEREFORE, IT IS AGREED:

          SECTION 1. Amount and Terms of Credit.

          1.01 Commitments. Subject to and upon the terms and conditions set forth in this Agreement, each Lender severally agrees to make and/or continue a loan or loans (each, a “Loan” and, collectively, the “Loans”) to the Borrower, as set forth below:

          (a) Loans under the A Term Facility (each, an “A Term Loan” and, collectively, the “A Term Loans”) (i) shall be made by each Lender with an A Term Commitment pursuant to two separate drawings on the Closing Date, consisting of (A) a drawing by Spinco of A Term Loans in an amount not to exceed the Initial Term Loan Draw less any amounts made available to Spinco pursuant to Section 1.01(b)(i)(A) and (B) a drawing by FairPoint of A Term Loans in an amount not to exceed the amount of the A Term Facility less any amounts made available to Spinco pursuant to Section 1.01(a)(i)(A), and (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into or continued as, Base Rate Loans or Eurodollar Loans; provided that all A Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of A Term Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of A Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Closing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month. Once prepaid or repaid, A Term Loans may not be reborrowed.

          (b) Loans under the Initial B Term Facility (each, an “Initial B Term Loan” and, collectively, the “Initial B Term Loans”) (i) shall be made by each Lender with an Initial B Term Commitment pursuant to two separate drawings on the Closing Date, consisting of (A) a

drawing by Spinco of Initial B Term Loans in an amount not to exceed the Initial Term Loan Draw less any amounts made available to Spinco pursuant to Section 1.01(a)(i)(A) and (B) a drawing by FairPoint of Initial B Term Loans in an amount not to exceed the amount of the Initial B Term Loan Facility less any amounts made available to Spinco pursuant to Section 1.01(b)(i)(A), and (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into or continued as, Base Rate Loans or Eurodollar Loans; provided that all Initial B Term Loans made as part of the same Borrowing shall, unless specifically provided herein, consist of Initial B Term Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of Initial B Term Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Closing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month. Once prepaid or repaid, Initial B Term Loans may not be reborrowed.

          (c) Loans under the Delayed-Draw B Term Facility (each, a “Delayed-Draw B Term Loan” and, collectively, the “Delayed-Draw B Term Loans”) (i) shall be made to the Borrower by each Lender with a Delayed-Draw B Term Commitment pursuant to one or more drawings during the period commencing on the Closing Date and ending on the first anniversary of the Closing Date for the purposes described in Section 5.05(d), (ii) except as hereinafter provided, shall, at the option of the Borrower, be initially incurred as Eurodollar Loans or Base Rate Loans and, immediately after such incurrence, be converted into, continued as and included within the definition of Initial B Term Loans under this Agreement in accordance with the requirements of Section 1.06(b) and subject to the provisions of Section 1.01(b)(ii) and (iii) shall not exceed in aggregate principal amount for any Lender in respect of any incurrence of Delayed-Draw B Term Loans the Delayed-Draw B Term Commitment, if any, of such Lender as in effect immediately prior to such incurrence. Once prepaid or repaid, Delayed-Draw B Term Loans may not be reborrowed.

          (d) Loans under the Revolving Facility (each, an “RF Loan” and, collectively, the “RF Loans”) (i) shall be made to the Borrower at any time and from time to time on and after the Closing Date and prior to the RF Maturity Date, (ii) except as hereinafter provided, may, at the option of the Borrower, be incurred and maintained as, and/or converted into or continued as, Base Rate Loans or Eurodollar Loans; provided that (x) all RF Loans made as part of the same Borrowing shall, unless otherwise specifically provided herein, consist of RF Loans of the same Type and (y) unless the Administrative Agent has determined that the Syndication Date has occurred (at which time this clause (y) shall no longer be applicable), no more than three Borrowings of RF Loans to be maintained as Eurodollar Loans may be incurred prior to the 90th day after the Closing Date (or, if later, the last day of the Interest Period applicable to the third Borrowing of Eurodollar Loans referred to below), each of which Borrowings of Eurodollar Loans may only have an Interest Period of one month, (iii) may be repaid and reborrowed in accordance with the provisions hereof, and (iv) shall not exceed (giving effect to any incurrence thereof and the use of the proceeds of such incurrence) for any Lender in aggregate principal amount at any time outstanding that amount which, when added to such Lender’s Percentage of the sum of (x) the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid

2

with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of RF Loans) at such time and (y) the outstanding principal amount of Swingline Loans (exclusive of Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of RF Loans) at such time, equals the Available Revolving Commitment, if any, of such Lender at such time.

          (e) Subject to and upon the terms and conditions herein set forth, the Swingline Lender agrees to make at any time and from time to time after the Closing Date and prior to the Swingline Expiry Date, a loan or loans to the Borrower (each, a “Swingline Loan,” and, collectively the “Swingline Loans”), which Swingline Loans (i) shall be made and maintained as Base Rate Loans, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the aggregate principal amount of all RF Loans then outstanding (exclusive of RF Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) and the Letter of Credit Outstandings (exclusive of Unpaid Drawings which are repaid with the proceeds of, and simultaneously with the incurrence of, the respective incurrence of Swingline Loans) at such time, an amount equal to the Total Revolving Commitment then in effect and (iv) shall not exceed in aggregate principal amount at any time outstanding the Maximum Swingline Amount. Notwithstanding anything to the contrary contained in this Section 1.01(e), (i) the Swingline Lender shall not be obligated to make or maintain any Swingline Loans at a time when a Lender Default exists with respect to an RF Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Percentage of the outstanding Swingline Loans, and (ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders.

          (f) On any Business Day, the Swingline Lender may, in its sole discretion, give notice to the RF Lenders that its outstanding Swingline Loans shall be funded with a Borrowing of RF Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default under Section 8.05 or upon the exercise of any of the remedies provided in the last paragraph of Section 8), in which case a Borrowing of RF Loans constituting Base Rate Loans (each such Borrowing, a “Mandatory Borrowing”) shall be made on the immediately succeeding Business Day by all RF Lenders pro rata based on each RF Lender’s Percentage, and the proceeds thereof shall be applied directly to repay the Swingline Lender for such outstanding Swingline Loans. Each RF Lender hereby irrevocably agrees to make Base Rate Loans upon one Business Day’s notice pursuant to each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the date specified in writing by the Swingline Lender notwithstanding: (i) that the amount of the Mandatory Borrowing may not comply with the Minimum Borrowing Amount otherwise required hereunder, (ii) whether any conditions specified in Section 4.02 are then satisfied, (iii)

3

whether a Default or an Event of Default has occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v) the amount of the Total Revolving Commitment at such time. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code in respect of the Borrower), each RF Lender (other than the Swingline Lender) hereby agrees that it shall forthwith purchase from the Swingline Lender (without recourse or warranty) such assignment of the outstanding Swingline Loans as shall be necessary to cause the RF Lenders to share in such Swingline Loans ratably based upon their respective Percentages; provided that (x) all interest payable on the Swingline Loans shall be for the account of the Swingline Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the RF Lender purchasing same from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing RF Lender shall be required to pay the Swingline Lender interest on the principal amount of participation purchased for each day from and including the day upon which the Mandatory Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the overnight Federal Funds Effective Rate for the first three days and at the interest rate otherwise applicable to RF Loans maintained as Base Rate Loans hereunder for each day thereafter.

          1.02 Minimum Borrowing Amounts, etc. The aggregate principal amount of each Borrowing shall not be less than the Minimum Borrowing Amount. More than one Borrowing may be incurred on any day; provided that at no time shall there be outstanding more than twelve Borrowings of Eurodollar Loans.

          1.03 Notice of Borrowing. (a) Whenever a Borrower desires to incur Loans under any Facility (excluding Swingline Loans and RF Loans made pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at its Notice Office, (x) prior to 12:00 Noon (New York time), at least three (or with respect to Borrowings made on the Closing Date, one) Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of each proposed incurrence of Eurodollar Loans and (y) prior to 12:00 Noon (New York time) on the proposed date thereof, written notice (or telephonic notice promptly confirmed in writing) of each proposed incurrence of Base Rate Loans. Each such notice (each, a “Notice of Borrowing”) shall be in the form of Exhibit A-1 and shall be irrevocable and shall specify (i) the Facility pursuant to which such incurrence is being made, (ii) the aggregate principal amount of the Loans to be made pursuant to such incurrence, (iii) the date of incurrence (which shall be a Business Day) and (iv) whether the respective Borrowing shall consist of Base Rate Loans or Eurodollar Loans and, if Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed incurrence of Loans of such Lender’s proportionate share thereof and of the other matters covered by the Notice of Borrowing.

          (b) (i) Whenever the Borrower desires to make a Borrowing of Swingline Loans hereunder, it shall give the Swingline Lender, prior to 12:00 Noon (New York time) on the day such Swingline Loan is requested, written notice (or telephonic notice promptly confirmed in writing) of each Swingline Loan requested to be made hereunder. Each such notice shall be irrevocable and shall specify in each case (x) the date of such Borrowing (which shall be

4

a Business Day) and (y) the aggregate principal amount of the Swingline Loan to be made pursuant to such Borrowing.

          (ii) Mandatory Borrowings shall be made upon the notice specified in Section 1.01(f), with the Borrower irrevocably agreeing, by its incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set forth in such Section 1.01(f).

          (c) Without in any way limiting the obligation of the Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent, the Swingline Lender and any Letter of Credit Issuer, prior to receipt of written confirmation may act without liability upon the basis of and consistent with such telephonic notice, believed by the Administrative Agent, the Swingline Lender or such Letter of Credit Issuer, as the case may be, in good faith to be from an Authorized Officer. In each such case, the Borrower hereby waives the right to dispute the Administrative Agent’s, the Swingline Lender’s or such Letter of Credit Issuer’s record of the terms of such telephonic notice, unless such record reflects gross negligence or willful misconduct on the part of the Administrative Agent, the Swingline Lender or such Letter of Credit Issuer, as the case may be (as determined by a court of competent jurisdiction in a final and nonappealable decision).

          1.04 Disbursement of Funds. (a) No later than 1:00 P.M. (New York time) (3:00 P.M. (New York time) in the case of Base Rate Loans made pursuant to same day notice) on the date specified in each Notice of Borrowing (or, where applicable, each notice described in Section 1.03(b)(i) or (ii)), each Lender with a Commitment under the respective Facility will make available its pro rata share of each Borrowing requested to be made on such date (or in the case of Swingline Loans, the Swingline Lender will make available the full amount thereof); provided that on the Closing Date, Borrowings shall be made available for immediate funding or funded no later than 9:00 A.M. (New York time). All such amounts shall be made available to the Administrative Agent in Dollars and immediately available funds at the Payment Office and, except in the case of RF Loans made pursuant to a Mandatory Borrowing, the Administrative Agent promptly will make available to the Borrower by depositing to its account at the Payment Office or as otherwise directed in the applicable Notice of Borrowing the aggregate of the amounts so made available in the type of funds received. Unless the Administrative Agent shall have been notified by any Lender prior to the date of the proposed incurrence that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may notify the Borrower, and, upon receipt of such notice, the Borrower shall promptly pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such

5

corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then applicable rate of interest, calculated in accordance with Section 1.08, for the respective Loans.

          (b) Nothing in this Section 1.04 shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which the Borrower may have against any Lender as a result of any default by such Lender hereunder.

          1.05 Notes. (a) The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be set forth in the Lender Register maintained by the Administrative Agent pursuant to Section 11.15 and, subject to the provisions of Section 1.05(g), shall be evidenced (if requested by Lenders) (i) if A Term Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed in conformity herewith (each, a “A Term Note” and, collectively, the “A Term Notes”), (ii) if B Term Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed in conformity herewith (each, a “B Term Note” and, collectively, the “B Term Notes”), (iii) if RF Loans, by a promissory note substantially in the form of Exhibit B-3 with blanks appropriately completed in conformity herewith (each, an “RF Note” and, collectively, the “RF Notes”) and (iv) if Swingline Loans, by a promissory note substantially in the form of Exhibit B-4 with blanks appropriately completed in conformity herewith (the “Swingline Note”).

          (b) Each A Term Note, if any, issued to a Lender that makes an A Term Loan shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated as of the Closing Date (or, if issued after the Closing Date, be dated as of the date of the issuance thereof), (iii) be in a stated principal amount equal to the A Term Commitment of such Lender on the Closing Date and be payable in the principal amount of A Term Loans evidenced thereby, (iv) mature on the A Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.03 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

          (c) Each B Term Note, if any, issued to a Lender that makes a B Term Loan shall (i) be executed by the Borrower, (ii) be payable to the order of such Lender and be dated as of the Closing Date (or, if issued after the Closing Date, be dated as of the date of the issuance thereof), (iii) be in a stated principal amount equal to the Initial B Term Commitment of such Lender on the Closing Date (or, if issued after the Closing Date, be in a stated principal amount equal to the outstanding principal amount of B Term Loans of such Lender at such time) and be payable in the principal amount of B Term Loans evidenced thereby, (iv) mature on the B Term Loan Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.03 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

          (d) Each RF Note, if any, issued to an RF Lender shall (i) be executed by the Borrower, (ii) be payable to the order of such RF Lender and be dated the Closing Date (or, in

6

the case of any RF Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Revolving Commitment of such RF Lender and be payable in the principal amount of the RF Loans evidenced thereby, (iv) mature on the RF Maturity Date, (v) bear interest as provided in the appropriate clause of Section 1.08 in respect of the Base Rate Loans and Eurodollar Loans, as the case may be, evidenced thereby, (vi) be subject to mandatory repayment as provided in Section 3.03 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

          (e) Each Swingline Note, if any, issued to the Swingline Lender shall (i) be executed by the Borrower, (ii) be payable to the order of the Swingline Lender and be dated the Closing Date (or, in the case of any Swingline Note issued after the Closing Date, the date of issuance thereof), (iii) be in a stated principal amount equal to the Maximum Swingline Amount and be payable in the principal amount of Swingline Loans evidenced thereby, (iv) mature on the Swingline Expiry Date, (v) bear interest as provided in Section 1.08 in respect of the Base Rate Loans evidenced thereby, (vi) be subject to mandatory prepayment as provided in Section 3.03 and (vii) be entitled to the benefits of this Agreement and the other Credit Documents.

          (f) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby. Failure to make (or any error in making) any such notation shall not affect the Borrower’s obligations in respect of such Loans.

          (g) Notwithstanding anything to the contrary contained above or elsewhere in this Agreement, Notes shall only be delivered to Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and all related Obligations) which would otherwise be evidenced thereby in accordance with the requirements of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the various Credit Documents. Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations otherwise described in preceding clause (f). At any time when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly execute and deliver to the respective Lender the requested Note or Notes in the appropriate amount or amounts to evidence such Loans.

          1.06 Conversions. (a) The Borrower shall have the option to convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of the outstanding principal amount of the Loans (other than Swingline Loans, which at all times shall be maintained as Base Rate Loans) owing pursuant to a single Facility into a Borrowing or Borrowings pursuant to such Facility of another Type of Loan; provided that (i) no partial conversion of a Borrowing of Eurodollar Loans shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) Base Rate Loans may not be converted into Eurodollar Loans when a Default under Section 8.01 or an Event of Default is in existence on the date of the proposed conversion if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such conversion, (iii) unless the Administrative Agent

7

has determined that the Syndication Date has occurred (at which time this clause (iii) shall no longer be applicable), prior to the 90th day after the Closing Date, conversions of Base Rate Loans into Eurodollar Loans may only be made if any such conversion is effective on the first day of the first, second or third Interest Period referred to in clause (y) of the proviso appearing in each of Sections 1.01(a)(ii) and 1.01(b)(ii) and so long as such conversion does not result in a greater number of Borrowings of Eurodollar Loans prior to the 90th day after the Closing Date as are permitted under Sections 1.01(a)(ii) and 1.01(b)(ii) and (iv) Borrowings of Eurodollar Loans resulting from this Section 1.06 shall be limited in number as provided in Section 1.02. Each such conversion shall be effected by the Borrower giving the Administrative Agent at its Notice Office, prior to 12:00 Noon (New York time), at least three Business Days’ (or one Business Day’s, in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a “Notice of Conversion/Continuation”) in the form of Exhibit A-3, appropriately completed to specify the Loans to be so converted (including the relevant Facility), the Type of Loans to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans.

          (b) On the date (each, a “DDTL Conversion Date”) of each incurrence of Delayed-Draw B Term Loans (immediately after giving effect thereto), all Delayed-Draw B Term Loans outstanding on such date shall be automatically (and without further action) converted into, and thereafter constitute, Initial B Term Loans for all purposes of this Agreement and the other Credit Documents (other than for purposes of Sections 1.01(b)(i) and 5.05(b)), with such conversion to be effected in accordance with the following rules (each, a “DDTL Conversion”):

          (i) the Delayed-Draw B Term Loans incurred on a given DDTL Conversion Date (immediately prior to giving effect to the DDTL Conversion on such date) shall, upon the occurrence of the DDTL Conversion, be proportionately added to (and thereafter be deemed to constitute a part of) each then existing Borrowing of Initial B Term Loans, even though as a result thereof such newly-converted Initial B Term Loans may (x) if initially incurred as Eurodollar Loans, effectively have a shorter Interest Period than the then existing Borrowings of outstanding Initial B Term Loans to which they are added and (y) if initially incurred as Base Rate Loans, bear interest at a different rate than the existing Borrowing or Borrowings of Initial B Term Loans to which they are added;

          (ii) if requested by any Lender, the Borrower shall pay to such Lender (x) if the Delayed-Draw B Term Loans incurred pursuant to a given DDTL Conversion were initially incurred as Eurodollar Loans, such amounts necessary, as reasonably determined by such Lender, to compensate such Lender for “making” (by way of conversion) such Initial B Term Loans during an existing Interest Period (rather than at the beginning of the respective Interest Period applicable to the existing Borrowings of Initial B Term Loans, based upon the rates then applicable thereto) and (y) if the Delayed-Draw B Term Loans incurred pursuant to a given DDTL Conversion were incurred as Base Rate Loans, such amounts necessary, as reasonably determined by such Lender, to equalize the interest rate applicable to the existing Borrowings of

8

Initial B Term Loans of such Lender and the interest rate applicable to the newly-converted Initial B Term Loans converted pursuant to such DDTL Conversion; and

          (iii) the Administrative Agent shall (and is hereby authorized to) take all appropriate actions in connection with the DDTL Conversion to ensure that all Lenders with outstanding Initial B Term Loans (after giving effect to the DDTL Conversion) participate in each Borrowing of Initial B Term Loans on a pro rata basis.

          1.07 Pro Rata Borrowings. All A Term Loans, Initial B Term Loans, Delayed-Draw B Term Loans and RF Loans under this Agreement shall be made by the Lenders pro rata on the basis of their A Term Commitments, Initial B Term Commitments, Delayed-Draw B Term Commitments or Revolving Commitments, as the case may be, if any. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Loans hereunder and that each Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder.

          1.08 Interest. (a) The unpaid principal amount of each Base Rate Loan shall bear interest from the date of the Borrowing thereof until the earlier of repayment or conversion thereof and maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Applicable Base Rate Margin plus the Base Rate in effect from time to time.

          (b) The unpaid principal amount of each Eurodollar Loan shall bear interest from the date of the Borrowing thereof until the earlier of repayment or conversion thereof and maturity (whether by acceleration or otherwise) at a rate per annum which shall at all times be the Applicable Eurodollar Margin plus the relevant Eurodollar Rate.

          (c) Interest in respect of any overdue amount payable hereunder shall accrue at a rate per annum equal to the Base Rate in effect from time to time plus the sum of (i) 2% and (ii) the Applicable Base Rate Margin; provided that principal in respect of Eurodollar Loans shall bear interest from the date the same becomes due (whether by acceleration or otherwise) until the end of the Interest Period then applicable to such Eurodollar Loan at a rate per annum no less than one which is equal to 2% in excess of the rate of interest applicable thereto on such date.

          (d) Interest shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and shall be payable (i) in respect of each Base Rate Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Eurodollar Loan, on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, and (iii) in respect of each such Loan, on any prepayment or conversion (on the amount prepaid or converted), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand.

          (e) All computations of interest hereunder shall be made in accordance with Section 11.07(b).

9

          (f) The Administrative Agent, upon determining the interest rate for any Borrowing of Eurodollar Loans for any Interest Period shall promptly notify the Borrower and, upon their written request, the Lenders thereof; provided that a failure to give such notice shall not result in any liability to the Administrative Agent.

          1.09 Interest Periods. (a) At the time the Borrower gives a Notice of Borrowing or Notice of Conversion/Continuation in respect of the making of, or conversion into, a Borrowing of Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of Eurodollar Loans, it shall have the right to elect by giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of the Borrower (but otherwise subject to clause (y) of the provisos appearing in Sections 1.01(a)(ii) and 1.01(b)(ii) and clause (iii) of the proviso appearing in Section 1.06(a)), be a one, two, three, six or, to the extent available to, or agreed to by, all applicable Lenders with a Commitment and/or outstanding Loans under the respective Facility, nine or twelve month period (or, in the case of the initial Interest Period for Delayed-Draw B Term Loans, such other period (not to exceed one-month) acceptable to the Administrative Agent). Notwithstanding anything to the contrary contained above:

          (i) the initial Interest Period for any Borrowing of Eurodollar Loans shall commence on the date of such Borrowing (including the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the immediately preceding Interest Period expires;

          (ii) if any Interest Period begins on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;

          (iii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day;

          (iv) no Interest Period with respect to a Borrowing of A Term Loans, RF Loans, B Term Loans or Delayed-Draw B Term Loans shall extend beyond the Maturity Date for the respective Facility of Loans; and

          (v) no Eurodollar Loans may be elected at any time when a Default under Section 8.01 or an Event of Default is then in existence if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such election.

          (b) If upon the expiration of any Interest Period, the Borrower has failed to (or may not) elect a new Interest Period to be applicable to the respective Borrowing of Eurodollar

10

Loans as provided above, the Borrower shall be deemed to have elected to convert such Borrowing into a Borrowing of Base Rate Loans effective as of such expiration.

          1.10 Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):

          (i) on any date for determining the Eurodollar Rate for any Interest Period that, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate or the making or continuance of any Eurodollar Loan has become impracticable as a result of a contingency occurring after the Closing Date;

          (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans because of (x) any change since the Closing Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order) (including, but not limited to, a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for (i) changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender imposed by the jurisdiction in which its principal office or applicable lending office is located and (ii) any taxes for which the Borrower is not liable to pay under Section 3.05) or a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or

          (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful);

then, and in any such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall (x) on such date and (y) within ten Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the Borrower and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation given by the Borrower with respect to Eurodollar Loans which have not yet been incurred shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such Lender, within 10 Business Days after the Borrower’s receipt of written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine after consultation with the Borrower) as shall be required to

11

compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, describing the basis for such increased costs and showing the calculation thereof, submitted to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower shall take one of the actions specified in Section 1.10(b) as promptly as possible and, in any event, within the time period required by law.

          (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 1.10(a)(ii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii), the Borrower shall within the time period required by law) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower was notified by a Lender pursuant to Section 1.10(a)(ii) or (iii), or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the circumstances described in Section 1.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan (or such earlier date as shall be required by applicable law)); provided, that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.10(b).

          (c) If any Lender shall have determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the Closing Date, or compliance by such Lender or its parent corporation with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency first made after the Closing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent corporation’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender or its parent corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent corporation’s policies with respect to capital adequacy), then from time to time, within 10 Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 1.10(c), will give prompt written notice thereof to the Borrower, which notice shall describe the basis for such claim and set forth in reasonable detail the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 1.10(c) upon the subsequent receipt of such notice.

          1.11 Compensation. (a) The Borrower shall, without duplication, compensate each Lender, upon its written request (which request shall set forth the basis for requesting such compensation and reasonably detailed calculations thereof), for all reasonable losses, expenses

12

and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Eurodollar Loans but excluding in any event the loss of anticipated profits) which such Lender may sustain: (i) if for any reason (other than a default by any Lender or the Administrative Agent) a Borrowing of Eurodollar Loans by the Borrower does not occur on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.10(a)); (ii) if any prepayment, repayment or conversion of any of its Eurodollar Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any of its Eurodollar Loans is not made on any date specified in a notice of prepayment given by the Borrower; or (iv) as a consequence of (w) a DDTL Conversion, (x) any other default by the Borrower to repay its Eurodollar Loans when required by the terms of this Agreement or(y) an election made pursuant to Section 1.10(b).

          (b) Notwithstanding anything in this Agreement to the contrary, to the extent any notice or request required by Section 1.10, 1.11, 1A.06 or 3.05 of this Agreement is given by any Lender more than 120 days after such Lender obtained, or reasonably should have obtained, knowledge of the occurrence of the event giving rise to the additional costs, reductions in amounts, losses, taxes or other additional amounts of the type described in such Section, such Lender shall not be entitled to compensation under Section 1.10, 1.11, 1A.06 or 3.05 of this Agreement for any amounts incurred or accruing prior to the giving of such notice to the Borrower.

          1.12 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), 1.10(c), 1A.06 or 3.05 with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 1.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section 1.10, 1A.06 or 3.05.

          1.13 Replacement of Lenders. (x) Upon the occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or (iii), Section 1.10(c), Section 1A.06 or Section 3.05 with respect to any Lender which results in such Lender charging to the Borrower increased costs in a material amount in excess of those being generally charged by the other Lenders, (y) if any Lender becomes a Defaulting Lender, or (z) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a) of this Agreement or clause (1) or (2) of the second proviso to Section 11.11(a) of this Agreement which has been approved by the Super-Majority Lenders as provided in Section 11.11(b), the Borrower shall have the right in accordance with Section 11.04(b), if no Default under Section 8.01 or Event of Default then exists or would exist after giving effect to such replacement, to replace such Lender (the “Replaced Lender”) with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the

13

time of such replacement (collectively, the “Replacement Lender”) and each of which shall be reasonably acceptable to the Administrative Agent or, at the option of the Borrower, and subject to the consent of the Administrative Agent, not to be unreasonably withheld, to replace only (a) the Revolving Commitment (and outstandings pursuant thereto) of the Replaced Lender with an identical Revolving Commitment provided by the Replacement Lender or (b) in the case of a replacement as provided in Section 11.11(b) where the consent of the respective Lender is required with respect to less than all Facilities, the Commitments and/or outstanding Loans of such Lender in respect of each Facility where the consent of such Lender would otherwise be individually required, with identical Commitments and/or Loans of the respective Facility provided by the Replacement Lender; provided that:

          (i) at the time of any replacement pursuant to this Section 1.13, the Replacement Lender shall enter into one or more Assignment Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Lender and/or the Replaced Lender (as agreed between them)) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans (or, in the case of the replacement of only (a) the Revolving Commitment, the Revolving Commitment and outstanding Revolving Loans and participations in Letter of Credit Outstandings and/or (b) the Commitments and/or outstanding Term Loans under a given Facility of Term Loans, the Commitment and outstanding Term Loans under the Facility with respect to which such Lender is being replaced) of, and in each case (except for the replacement of only the outstanding Commitments and/or Term Loans of any or all of the Facilities of Term Loans of the respective Lender) participations in Letters of Credit by, the Replaced Lender and, in connection therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans (or of the Loans of the respective Facility being replaced) of the Replaced Lender, (B) an amount equal to all Unpaid Drawings (unless there are no Unpaid Drawings with respect to the Facility being replaced) that have been funded by (and not reimbursed to) such Replaced Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender (but only with respect to the relevant Facility, in the case of the replacement of less than all Facilities of Loans then held by the respective Replaced Lender) pursuant to Section 2.01, (y) except in the case of the replacement of only the Commitments and/or outstanding Term Loans of one or more Facilities of Term Loans of a Replaced Lender, each Letter of Credit Issuer an amount equal to such Replaced Lender’s Percentage of any Unpaid Drawing relating to Letters of Credit issued by such Letter of Credit Issuer (which at such time remains an Unpaid Drawing) to the extent such amount was not theretofore funded by such Replaced Lender and (z) in the case of any replacement of Revolving Commitments, the Swingline Lender an amount equal to such Replaced Lender’s Percentage of any Mandatory Borrowing to the extent such amount was not theretofore funded by such Replaced Lender; and

          (ii) all obligations of the Borrower then owing to the Replaced Lender (other than those (a) specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid, but including all amounts, if any, owing under Section 1.11 or (b) relating to any Facility of Loans and/or Commitments of the respective

14

Replaced Lender which will remain outstanding after giving effect to the respective replacement) shall be paid in full to such Replaced Lender concurrently with such replacement.

          Upon the execution of the respective Assignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above, recordation of the assignment on the Lender Register by the Administrative Agent pursuant to Section 11.15 and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the Borrower, (x) the Replacement Lender shall become a Lender hereunder and, unless the respective Replaced Lender continues to have outstanding Term Loans and/or a Commitment hereunder, the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 1A.06, 3.05, 11.01 and 11.06), which shall survive as to such Replaced Lender and (y) except in the case of the replacement of only Commitments and/or outstanding Term Loans under one or more Facilities of Term Loans, the Percentages of the RF Lenders shall be automatically adjusted at such time to give effect to such replacement.

          SECTION 1A. Letters of Credit.

          1A.01 Letters of Credit. (a) Subject to and upon the terms and conditions herein set forth, the Borrower may request that a Letter of Credit Issuer, at any time and from time to time on or after the Closing Date and prior to the date which is thirty Business Days prior to the RF Maturity Date, issue, for the account of the Borrower and in support of such obligations of the Borrower and/or its Subsidiaries that are incurred in the ordinary course of business or are acceptable to the Administrative Agent and, subject to and upon the terms and conditions herein set forth, such Letter of Credit Issuer agrees to issue from time to time, irrevocable standby letters of credit (each such letter of credit, a “Letter of Credit” and, collectively, the “Letters of Credit”) denominated in Dollars and issued on a sight basis, in such form as may be approved by such Letter of Credit Issuer and the Administrative Agent.

          (b) Notwithstanding the foregoing, (i) no Letter of Credit shall be issued if after giving effect thereto (x) the Letter of Credit Outstandings would exceed $30,000,000 or (y) the sum of all Letter of Credit Outstandings (less any portion thereof subject to Section 1A.01(c) Arrangements) and the aggregate principal amount of all RF Loans and all Swingline Loans then outstanding would exceed the Total Revolving Commitment at such time, (ii) each Letter of Credit shall by its terms terminate on or before the earlier of (A) the date which occurs 12 months after the date of the issuance thereof (although any such standby Letter of Credit may be automatically extendable for successive periods of up to 12 months, but, in each case, not beyond the tenth Business Day prior to the RF Maturity Date, so long as such Letter of Credit provides that the respective Letter of Credit Issuer retains an option, reasonably satisfactory to such Letter of Credit Issuer, to terminate such Letter of Credit within a specified period of time prior to each scheduled extension date) and (B) ten Business Days prior to the RF Maturity Date and (iii) no Letter of Credit Issuer shall be under any obligation to issue any Letter of Credit of the types described above if at the time of such issuance:

     (w) any order, judgment or decree of any governmental authority or arbitrator shall purport by its terms to enjoin or restrain such Letter of Credit Issuer from issuing such Letter of Credit or any requirement of law applicable to such Letter of Credit Issuer

15

or any request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over such Letter of Credit Issuer shall prohibit, or request that such Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to such Letter of Credit any restriction or reserve or capital requirement (for which such Letter of Credit Issuer is not otherwise compensated under Section 1A.06) not in effect with respect to such Letter of Credit Issuer on the Closing Date, or any unreimbursed loss, cost or expense which was not applicable or in effect with respect to such Letter of Credit Issuer as of the date hereof and which such Letter of Credit Issuer in good faith deems material to it;

     (x) the issuance of such Letter of Credit would violate one or more policies of the Letter of Credit Issuer applicable to letters of credit generally;

     (y) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

     (z) such Letter of Credit Issuer shall have received from the Borrower, any other Credit Party, the Administrative Agent or the Required Lenders prior to the issuance of such Letter of Credit notice of the type described in the second sentence of Section 1A.03(c).

          (c) Notwithstanding the foregoing, in the event a Lender Default exists, the respective Letter of Credit Issuer shall not be required to issue any Letter of Credit unless such Letter of Credit Issuer has entered into arrangements satisfactory to it and the Borrower (“Section 1A.01(c) Arrangements”) to eliminate such Letter of Credit Issuer’s risk with respect to the participation in Letters of Credit of the Defaulting Lender or Lenders, which may include requiring that the Borrower cash collateralize such Defaulting Lender’s or Lenders’ Percentage of the Letter of Credit Outstandings.

          (d) Annex VII hereto contains a description of certain letters of credit issued pursuant to the Existing Credit Agreement and outstanding on the Closing Date. Each such letter of credit, including any extension thereof (each, as amended from time to time in accordance with the terms hereof and thereof, an “Existing Letter of Credit”) shall constitute a “Letter of Credit” for all purposes of this Agreement, issued, for purposes of Sections 1A.04(a) and 1A.05, on the Closing Date.

          1A.02 Minimum Stated Amount. The initial Stated Amount of each Letter of Credit shall be not less than $100,000 or such lesser amount as is acceptable to the respective Letter of Credit Issuer.

          1A.03 Letter of Credit Requests; Notices of Issuance. (a) Whenever it desires that a Letter of Credit be issued, the Borrower shall give the Administrative Agent and the respective Letter of Credit Issuer written notice (which may include by way of facsimile transmission) in the form of Exhibit A-2 hereto prior to 1:00 P.M. (New York time) at least three Business Days (or such shorter period as may be acceptable to such Letter of Credit Issuer in any given case) prior to the proposed date of issuance (which shall be a Business Day) (each, a

16

“Letter of Credit Request”), which Letter of Credit Request shall include any documents that such Letter of Credit Issuer customarily requires in connection therewith.

          (b) Each Letter of Credit Issuer shall, promptly after the issuance of, or amendment to, a Letter of Credit, give the Administrative Agent and the Borrower written notice of such issuance or amendment, as the case may be, and such notice shall be accompanied by a copy of such Letter of Credit or such amendment, as the case may be. The Administrative Agent shall notify each Participant, including by posting such information on the Approved Electronic Platform, of such issuance or amendment and if any Participant shall so request, the Administrative Agent shall furnish said Participant with a copy of such Letter of Credit or such amendment, as the case may be.

          (c) The making and amendment of each Letter of Credit Request shall be deemed to be a representation and warranty by the Borrower to the respective Letter of Credit Issuer and the Lenders that such Letter of Credit may be issued or amended in accordance with, and will not violate the requirements of, Section 1A.01(a) or (b). Unless the respective Letter of Credit Issuer has received notice from the Borrower, any other Credit Party, the Administrative Agent or the Required Lenders before it issues or amends a Letter of Credit that one or more of the conditions specified in Section 4 are not then satisfied, or that the issuance or amendment of such Letter of Credit would violate Section 1A.01(a) or (b), then such Letter of Credit Issuer shall, subject to the terms and conditions of this Agreement, issue or amend the requested Letter of Credit for the account of the Borrower in accordance with such Letter of Credit Issuer’s usual and customary practices.

          1A.04 Agreement to Repay Letter of Credit Drawings. (a) The Borrower hereby agrees to reimburse the respective Letter of Credit Issuer, by making payment to the Administrative Agent at the Payment Office, for any payment or disbursement made by such Letter of Credit Issuer under any Letter of Credit (each such amount so paid or disbursed until reimbursed, an “Unpaid Drawing”) immediately after, and in any event within two Business Days of the date on which the Borrower is notified by such Letter of Credit Issuer of, such payment or disbursement with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to 3:00 P.M. (New York time) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of Credit Issuer is reimbursed therefor at a rate per annum which shall be the Applicable Base Rate Margin plus the Base Rate as in effect from time to time (plus an additional 2% per annum if not reimbursed by the third Business Day after the date of such notice of payment or disbursement), such interest also to be payable on demand.

          (b) The Borrower’s obligation under this Section 1A.04 to reimburse the respective Letter of Credit Issuer with respect to Unpaid Drawings (including, in each case, interest thereon) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any Letter of Credit Issuer, the Administrative Agent or any Lender, including, without limitation, any defense based upon the failure of any drawing under a Letter of Credit to conform to the terms of the Letter of Credit or any non-application or misapplication by the beneficiary of the proceeds of such drawing; provided, however, that the Borrower shall not be obligated to reimburse such Letter of Credit Issuer for any wrongful payment made by such

17

Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final judgment issued by a court of competent jurisdiction.

          1A.05 Letter of Credit Participations. (a) Immediately upon the issuance by any Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to have sold and transferred to each other RF Lender, and each such RF Lender (each, a “Participant”) shall be deemed irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation, to the extent of such Participant’s Percentage, in such Letter of Credit, each substitute letter of credit, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto (although the Letter of Credit Fee shall be payable directly to the Administrative Agent for the account of the RF Lenders as provided in Section 2.01(c) and the Participants shall have no right to receive any portion of any Facing Fees) and any security therefor or guaranty pertaining thereto. Upon any change in the Revolving Commitments pursuant to Section 1.13 or 11.04(b), it is hereby agreed that, with respect to all outstanding Letters of Credit and Unpaid Drawings, there shall be an automatic adjustment to the participations pursuant to this Section 1A.05 to reflect the new Percentages of the RF Lenders.

          (b) In determining whether to pay under any Letter of Credit, the applicable Letter of Credit Issuer shall not have any obligation relative to the Participants other than to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by any Letter of Credit Issuer under or in connection with any Letter of Credit if taken or omitted in the absence of gross negligence or willful misconduct as determined by a final judgment issued by a court of competent jurisdiction shall not create for such Letter of Credit Issuer any resulting liability.

          (c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Letter of Credit Issuer pursuant to Section 1A.04(a), such Letter of Credit Issuer shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Participant of such failure, and each Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Letter of Credit Issuer, the amount of such Participant’s Percentage of such payment in Dollars and in same day funds; provided, however, that no Participant shall be obligated to pay to the Administrative Agent its Percentage of such unreimbursed amount for any wrongful payment made by such Letter of Credit Issuer under a Letter of Credit as a result of acts or omissions constituting willful misconduct or gross negligence on the part of such Letter of Credit Issuer as determined by a final judgment issued by a court of competent jurisdiction. If the Administrative Agent so notifies any Participant required to fund an Unpaid Drawing under a Letter of Credit prior to 1:00 P.M. (New York time) on any Business Day, such Participant shall make available to the Administrative Agent for the account of the respective Letter of Credit Issuer such Participant’s Percentage of the amount of such payment on such Business Day in same day funds. If and to the extent such Participant shall not have so made its Percentage of the amount of such Unpaid Drawing available to the Administrative Agent for the account of the respective Letter of Credit Issuer, such Participant

18

agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at the overnight Federal Funds Effective Rate. The failure of any Participant to make available to the Administrative Agent for the account of the respective Letter of Credit Issuer its Percentage of any Unpaid Drawing under any Letter of Credit shall not relieve any other Participant of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer its Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Participant shall be responsible for the failure of any other Participant to make available to the Administrative Agent for the account of such Letter of Credit Issuer such other Participant’s Percentage of any such payment.

          (d) Whenever any Letter of Credit Issuer receives a payment of a reimbursement obligation (including interest on Unpaid Drawings) as to which the Administrative Agent has received for the account of such Letter of Credit Issuer any payments from any Participant pursuant to clause (c) above, such Letter of Credit Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Participant which has paid its Percentage thereof, in Dollars and in same day funds, an amount equal to such Participant’s Percentage of the amount of the payment of such reimbursement obligation, including interest paid thereon to the extent accruing after the purchase of the respective participations.

          (e) The obligations of the Participants to make payments to the Administrative Agent for the account of the respective Letter of Credit Issuer with respect to Letters of Credit shall be irrevocable and not subject to counterclaim, set-off or other defense or any other qualification or exception whatsoever (provided that no Participant shall be required to make payments resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a final judgment issued by a court of competent jurisdiction) and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances:

          (i) any lack of validity or enforceability of this Agreement or any of the other Credit Documents;

          (ii) the existence of any claim, set-off, defense or other right which the Borrower or any of its Subsidiaries (or the Participant or any of its Subsidiaries) may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, any Letter of Credit Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary named in any such Letter of Credit);

          (iii) any draft, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

19

          (iv) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Credit Documents; or

          (v) the occurrence of any Default or Event of Default.

          (f) To the extent the respective Letter of Credit Issuer is not indemnified by the Borrower, the Participants will reimburse and indemnify such Letter of Credit Issuer, in proportion to their respective Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Letter of Credit Issuer in performing its respective duties in any way relating to or arising out of its issuance of Letters of Credit; provided that no Participants shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Letter of Credit Issuer’s gross negligence or willful misconduct.

          (g) The Letter of Credit Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Letter of Credit Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Section 10 with respect to any acts taken or omissions suffered by the Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it as fully as if the term “Administrative Agent” as used in Section 10 included the Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the Letter of Credit Issuer.

          (h) Unless otherwise expressly agreed by the Letter of Credit Issuer and the Borrower, when a Letter of Credit is issued (including any such agreement applicable to an existing Letter of Credit), (i) the rules of the International Standby Practices, as promulgated by the Institute for International Banking Law and Practice and the International Chamber of Commerce at the time of issuance, shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance, shall apply to each commercial Letter of Credit.

          (i) Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the Letter of Credit Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

          1A.06 Increased Costs. If at any time after the Closing Date, the adoption or effectiveness of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central lender or comparable agency charged with the interpretation or administration thereof, or compliance by any Letter of Credit Issuer or any Participant with any request or directive (whether or not having the force of law) by any such authority, central lender or comparable agency shall either (i)

20

impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against Letters of Credit issued by any Letter of Credit Issuer or such Participant’s participation therein, or (ii) impose on any Letter of Credit Issuer or any Participant any other conditions affecting this Agreement, any Letter of Credit or such Participant’s participation therein; and the result of any of the foregoing is to increase the cost to any Letter of Credit Issuer or such Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by any Letter of Credit Issuer or such Participant hereunder (other than, in the case of a change in the basis of taxation of payments to a Letter of Credit Issuer or Participant of the principal of or interest on the Loans or any other amounts payable hereunder, changes in the rate of tax on, or determined by reference to, the net income or net profits of such Letter of Credit Issuer or Participant imposed by the jurisdiction in which its principal office or applicable lending office is located), then, upon demand to the Borrower by any Letter of Credit Issuer or such Participant (a copy of which notice shall be sent by such Letter of Credit Issuer or such Participant to the Administrative Agent), the Borrower shall pay to such Letter of Credit Issuer or such Participant such additional amount or amounts as will compensate such Letter of Credit Issuer or such Participant for such increased cost or reduction. A certificate submitted to the Borrower by such Letter of Credit Issuer or such Participant, as the case may be (a copy of which certificate shall be sent by such Letter of Credit Issuer or such Participant to the Administrative Agent), setting forth the basis for the determination of such additional amount or amounts necessary to compensate such Letter of Credit Issuer or such Participant as aforesaid shall be conclusive and binding on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 1A.06 upon the subsequent receipt thereof.

          SECTION 2. Fees; Voluntary Reduction of Commitments and Mandatory Adjustments of Commitments, etc.

          2.01 Fees. (a) The Borrower agrees to pay to the Administrative Agent a commitment commission (the “RF Commitment Commission”) for the account of each RF Lender that is a Non-Defaulting Lender for the period from and including the Closing Date to but not including the date upon which the Total Revolving Commitment has been terminated, computed for each day at the rate per annum equal to (a) through the date on which financial statements are delivered for the first full fiscal quarter following the Closing Date, 0.375% and (b) thereafter the RF Commitment Commission Rate, in each case for such day on the Unutilized Revolving Commitment of such Lender on such day. Such Commitment Commission shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter and on the date upon which the Total Revolving Commitment is terminated.

          (b) The Borrower agrees to pay to the Administrative Agent a commitment commission (the “DDTF Commitment Commission” and, together with the RF Commitment Commission, the “Commitment Commission”) for the account of each Lender with a Delayed- Draw B Term Commitment that is a Non-Defaulting Lender for the period from and including the Closing Date to but not including the date upon which the Total Delayed-Draw B Term Commitment has been terminated, computed for each day at the rate per annum equal to (a) for the period beginning on the Closing Date to and including the six-month anniversary of the

21

Closing Date, 0.75% and (b) thereafter, 1.25% for such day on the undrawn portion of the Delayed-Draw B Term Commitment of such Lender on such day. Such DDTF Commitment Commission shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter and on the date upon which the Total Delayed-Draw B Term Commitment is terminated.

          (c) So long as any Letter of Credit is outstanding and has not been fully collateralized pursuant to Section 3.03(A)(a) and/or Section 8, the Borrower agrees to pay to the Administrative Agent, for the account of each Non-Defaulting Lender, pro rata on the basis of their respective Percentages, a fee in respect of each Letter of Credit (the “Letter of Credit Fee”) computed for each day at a per annum rate equal to (i) for all standby Letters of Credit, the Applicable Eurodollar Margin for RF Loans on such day multiplied by the Stated Amount of all standby Letters of Credit outstanding on such day (less any amount thereof as to which Section 1A.01(c) Arrangements are in place) or (ii) for all trade Letters of Credit, one-half of the Applicable Eurodollar Margin for RF Loans on such day multiplied by the Stated Amount of all trade Letters of Credit outstanding on such day (less any amount thereof as to which Section 1A.01(c) Arrangements are in place), in each case less any Facing Fees paid pursuant to clause (d) below. Accrued Letter of Credit Fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter.

          (d) So long as any Letter of Credit is outstanding and has not been fully collateralized pursuant to Section 3.03(A)(a) and/or Section 8, the Borrower agrees to pay to the respective Letter of Credit Issuer a fee in respect of each Letter of Credit issued by it (the “Facing Fee”) computed for each day at the rate of 0.125% per annum on the Stated Amount of all such Letters of Credit outstanding on such day; provided that there will be a minimum Facing Fee per year for each Letter of Credit of $500 (which is not an additional fee). Accrued Facing Fees shall be due and payable quarterly in arrears on the last Business Day of each calendar quarter.

          (e) The Borrower agrees to pay directly to the respective Letter of Credit Issuer upon each issuance, renewal or extension of, payment under, and/or amendment of, a Letter of Credit such amount, if any, as shall at the time of such issuance, renewal, extension, payment or amendment be the sum of all administrative charges, fees and expenses which such Letter of Credit Issuer then customarily charges for issuances of, payments under or amendments of, letters of credit issued by it.

          (f) The Borrower shall pay to (x) each Agent on the Closing Date, for its own account and/or for distribution to the Lenders, such fees as heretofore agreed by the Borrower and the Agents and (y) the Administrative Agent, for its own account, such other fees as agreed to between the Borrower and the Administrative Agent, when and as due.

          (g) All computations of Fees shall be made in accordance with Section 11.07(b).

          2.02 Voluntary Reduction of Commitments. (a) Upon at least three Business Days’ prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at its Notice Office (which notice shall be deemed to be given on a certain day only if

22

given before 2:00 P.M. (New York time) on such day and shall be promptly transmitted by the Administrative Agent to each of the Lenders), the Borrower shall have the right, without premium or penalty, to reduce, in whole or in part, the Total Unutilized Revolving Commitment or the Total Delayed-Draw B Term Commitment; provided that (w) any such partial reduction shall apply to proportionately and permanently reduce the Revolving Commitments or Delayed- Draw B Term Commitments, as the case may be, of each Lender with such a Commitment, (x) in the case of any reduction to the Total Unutilized Revolving Commitment, no such reduction shall reduce any Lender’s Revolving Commitment by an amount greater than the then Unutilized Revolving Commitment of such Lender, and (y) any partial reduction pursuant to this Section 2.02 shall be in integral multiples of $1,000,000.

          (b) In the event of refusals by a Lender to consent to proposed changes, waivers, discharges or terminations of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a) of this Agreement or clause (1) or (2) of the second proviso to Section 11.11(a) which have been approved by the Super-Majority Lenders as provided in Section 11.11(b), the Borrower shall have the right, subject to obtaining the consents required by Section 11.11(b), upon two Business Days’ prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Delayed-Draw B Term Commitment and/or Revolving Commitment of such Lender, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (including all amounts, if any, owing pursuant to Section 1.11 but excluding amounts owing in respect of Loans of any Facility maintained by such Lender, if such Loans are not being repaid pursuant to Section 11.11(b)) are repaid concurrently with the effectiveness of such termination (at which time Annex I shall be deemed modified to reflect such changed amounts) and at such time, unless the respective Lender continues to have outstanding Commitments and/or Loans hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.10, 1.11, 1A.06, 3.05, 11.01 and 11.06), which shall survive as to such repaid Lender.

          2.03 Mandatory Adjustments of Commitments, etc. (a) The Total A Term Commitment (and the A Term Commitment of each A Term Lender) shall terminate in its entirety on the Closing Date (after giving effect to the making of A Term Loans on such date).

          (b) The Total Initial B Term Commitment (and the Initial B Term Commitment of each Initial B Term Lender) shall terminate in its entirety on the Closing Date (after giving effect to the making of Initial B Term Loans on such date).

          (c) The Total Delayed-Draw B Term Commitment (and the Delayed-Draw B Term Commitment of each Lender with such a Commitment) shall terminate in its entirety (to the extent not theretofore reduced to zero or terminated) on the Delayed-Draw B Term Commitment Termination Date (after giving effect to any incurrence of Delayed-Draw B Term Loans on such date).

          (d) The Total Delayed-Draw B Term Commitment shall (i) be reduced on each date on which Delayed-Draw B Term Loans are incurred (after giving effect to the making

23

of Delayed-Draw B Term Loans on such date) in an amount equal to the aggregate principal amount of the Delayed-Draw B Term Loans incurred on such date and (ii) prior to the termination of the Total Delayed-Draw B Term Commitment as provided in Section 2.03(c) and the immediately preceding clause (i) of this Section 2.03(d), be reduced on each date on which both (x) no B Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Section 3.03(A)) and (y) B Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to any of Sections 3.03(A)(b), (c), (d), (e) or (f), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of B Term Loans were actually outstanding) exceeds the aggregate principal amount of B Term Loans being repaid as a result of such events.

          (e) The Total Revolving Commitment (to the extent outstanding) shall be reduced on each date on which both (x) no Term Loans are outstanding (after giving effect to the application on or prior to such date of the provisions of Sections 3.03(A)) and the Total Delayed-Draw B Term Commitment has terminated (after giving effect to the application on or prior to such date of the provisions of Sections 2.03(b) and (c)) and (y) Term Loans, had there been any still outstanding, would have been required to be repaid pursuant to any of Sections 3.03(A)(b), (c), (d), (e) or (f), by the amount, if any, by which the amount required to be applied pursuant to said Sections as a result of the events described therein (determined as if an unlimited amount of Term Loans were actually outstanding) equals or exceeds the sum of the Delayed-Draw B Term Commitments being terminated and the aggregate principal amount of Term Loans being repaid, in either case as a result of such events; provided, however, that in no event shall the Total Revolving Commitment be reduced below $100,000,000 as a result of the application of this Section 2.03(e).

          (f) The Total Revolving Commitment shall terminate in its entirety on the earlier of (x) the RF Maturity Date and (y) the date on which a Change of Control occurs.

          (g) Each partial reduction of the Commitments under a Facility pursuant to this Section 2.03 shall apply proportionately to reduce the Commitment of each Lender under such Facility.

          SECTION 3. Payments.

          3.01 Repayment of Term Loans.

          (a) The Borrower promises to repay the A Term Loans on the dates and in the amounts set forth below:

DATE		AMOUNT
March 31, 2008 through March 31, 2009, inclusive	$	0
June 30, 2009	$	6,250,000
September 30, 2009	$	6,250,000
December 31, 2009	$	6,250,000
March 31, 2010	$	6,250,000
June 30, 2010	$	6,250,000

24

DATE		AMOUNT
September 30, 2010	$	6,250,000
December 31, 2010	$	6,250,000
March 31, 2011	$	6,250,000
June 30, 2011	$	12,500,000
September 30, 2011	$	12,500,000
December 31, 2011	$	12,500,000
March 31, 2012	$	12,500,000
June 30, 2012	$	12,500,000
September 30, 2012	$	12,500,000
December 31, 2012	$	12,500,000
March 31, 2013	$	12,500,000
June 30, 2013	$	87,500,000
September 30, 2013	$	87,500,000
December 31, 2013	$	87,500,000
A TERM LOAN MATURITY DATE	100% of amount of outstanding A Term Loans

          (b) The Borrower promises to repay the Initial B Term Loans on the dates and in the amounts set forth below:

DATE	AMOUNT
March 31, 2008 through March 31, 2009, inclusive	$	0
June 30, 2009	$	2,825,000
September 30, 2009	$	2,825,000
December 31, 2009	$	2,825,000
March 31, 2010	$	2,825,000
June 30, 2010	$	2,825,000
September 30, 2010	$	2,825,000
December 31, 2010	$	2,825,000
March 31, 2011	$	2,825,000
June 30, 2011	$	2,825,000
September 30, 2011	$	2,825,000
December 31, 2011	$	2,825,000
March 31, 2012	$	2,825,000
June 30, 2012	$	2,825,000
September 30, 2012	$	2,825,000
December 31, 2012	$	2,825,000
March 31, 2013	$	2,825,000
June 30, 2013	$	2,825,000
September 30, 2013	$	2,825,000
December 31, 2013	$	2,825,000
March 31, 2014	$	2,825,000
June 30, 2014	$	2,825,000
September 30, 2014	$	2,825,000
December 31, 2014	$	2,825,000
B TERM LOAN MATURITY DATE	100% of amount of outstanding Initial Term Loans

25

          (c) The Borrower promises to repay the Delayed-Draw B Term Loans (i) in an annual amount equal to 0.00% of the amount drawn in the first year after the Closing Date, (ii) in an annual amount equal to 1.00% of the amount drawn, thereafter, payable quarterly in arrears on the last Business Day of each quarter, and (iii) in an amount equal to 100% of the amount of the outstanding Delayed-Draw B Term Loans at the B Term Loan Maturity Date.

          3.02 Voluntary Prepayments. The Borrower shall have the right to prepay Loans, in whole or in part, upon payment of the Applicable Payment Fee, from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are A Term Loans under the A Term Facility, B Term Loans under the B Term Facility, RF Loans or Swingline Loans each under the Revolving Facility, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment with respect to Base Rate Loans (other than Swingline Loans, with respect to which notice shall be given by the Borrower on the date of prepayment) and at least three Business Days prior to the date of such prepayment with respect to Eurodollar Loans, and which notice (except in the case of a prepayment of Swingline Loans) shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000 (or $100,000, in the case of a partial prepayment of any Borrowing of Swingline Loans); provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) except as provided in clause (v) below, the Borrower may designate the Types of Loans which are to be prepaid, the specific Borrowing(s) under the affected Facility pursuant to which made and the maturities under Section 3.01 to which applied; provided that at the Borrower’s election in connection with any prepayment of RF Loans pursuant to this Section 3.02, such prepayment shall not be applied to any RF Loans of a Defaulting Lender; (iv) at the time of any prepayment of Eurodollar Loans pursuant to this Section 3.02 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (v) in the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a) of this Agreement or clause (1) or (2) of the second proviso to Section 11.11(a) of this Agreement which have been approved by the Super-Majority Lenders as provided in Section 11.11(b), the Borrower may, upon two Business Days’ prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Facility which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 11.11(b), so long as (A) in the case of the repayment of RF Loans of any Lender pursuant to this clause (v), the Revolving Commitment of

26

such Lender is terminated concurrently with such repayment (at which time Annex I shall be deemed modified to reflect the changed Revolving Commitments) and (B) the consents required by Section 11.11(b) in connection with the repayment pursuant to this clause (v) shall have been obtained.

          3.03 Mandatory Prepayments.

          (A) Requirements:

          (a) (i) If on any date (and after giving effect to all other repayments on such date) the sum of (I) the aggregate outstanding principal amount of RF Loans made by Non-Defaulting Lenders, (II) the aggregate outstanding principal amount of all Swingline Loans and (III) the Letter of Credit Outstandings (less any amount thereof as to which Section 1A.01(c) Arrangements are in place) exceeds the Adjusted Total Available Revolving Commitment as then in effect, the Borrower shall repay on such date the principal of outstanding Swingline Loans and, after all Swingline Loans have been repaid in full or if no Swingline Loans are outstanding, the principal of outstanding RF Loans of Non-Defaulting Lenders in an aggregate amount equal to such excess. If, after giving effect to such repayment or repayments, the Letter of Credit Outstandings (less any amount thereof as to which Section 1A.01(c) Arrangements are in place) exceeds the Adjusted Total Available Revolving Commitment then in effect, the Borrower shall pay to the Collateral Agent an amount in cash and/or Cash Equivalents equal to such excess and the Collateral Agent shall hold such payment as security for the obligations of the Borrower in respect of Letters of Credit owing to Non-Defaulting Lenders pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Collateral Agent (which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Collateral Agent, until all proceeds are applied to such secured obligations or until all Letters of Credit so secured expire undrawn, at which time such amount shall be returned to the Borrower).

          (ii) On any date on which the aggregate outstanding principal amount of the RF Loans made by any Defaulting Lender exceeds the Available Revolving Commitment of such Defaulting Lender, the Borrower shall prepay on such date principal of outstanding RF Loans of such Defaulting Lender in an amount equal to such excess.

          (b) On the fifth Business Day following the date of receipt thereof on or after the Closing Date by the Borrower and/or any of its Subsidiaries of the Net Cash Proceeds from any Asset Sale (excluding Excluded Asset Sales for purposes of this Section 3.03(A)(b)), an amount equal to 100% of the Net Cash Proceeds shall be paid by the Borrower as a mandatory repayment of principal of the then outstanding Term Loans, unless to the extent any such funds are utilized pursuant to a Reinvestment Election (defined below). The Borrower may elect, by delivering, within 10 days of the receipt of such Net Cash Proceeds a notice of such election (a “Reinvestment Election”), as hereinafter provided, to designate up to 100% of the Net Cash Proceeds from Asset Sales that would otherwise be required to repay the Term Loans pursuant to the immediately preceding sentence as financing for Consolidated Capital Expenditures or Permitted Acquisitions acquired within the 120 days preceding the receipt of such Net Cash Proceeds or to be applied within the 360 days following receipt of such Net Cash Proceeds (provided that such 360-day period shall be extended to 540 days if the Borrower delivers a

27

Reinvestment Notice to the Administrative Agent prior to the end of such 360-day period) and the Borrower does so apply such Net Cash Proceeds as set forth in the Reinvestment Election within such 360 day or 540 day period, as applicable. An amount equal to 100% of the Net Cash Proceeds not reinvested in accordance with a Reinvestment Election within such 360 day or 540 day period, as applicable, shall be paid by the Borrower as a mandatory repayment of principal of the then outstanding Term Loans on or prior to the fifth Business Day following the last day of such 360 day or 540 day period, as applicable. Notwithstanding the foregoing provisions of this Section 3.03(A)(b), in no event shall the Borrower or any of its Subsidiaries use any proceeds from any Asset Sale to make any voluntary or mandatory repayment or prepayment of Permitted Junior Capital and, in each case, before any such obligation to use such proceeds to make such repayment shall arise, the Borrower or the respective Subsidiary shall reinvest the respective amounts pursuant to a Reinvestment Election as, and to the extent, permitted above in this Section 3.03(A)(b) or apply such proceeds as a mandatory prepayment and/or commitment reduction in accordance with the requirements of Section 3.03(B) or 2.03(d) or (e), as applicable.

          (c) On the Business Day following the receipt thereof by the Borrower, an amount equal to 100% of the Net Cash Proceeds from the issuance of Permitted Junior Capital shall be applied as a mandatory repayment of principal of the then outstanding Term Loans; provided, that, notwithstanding the foregoing, the Net Cash Proceeds from any issuance of Permitted Junior Capital by the Borrower after the Closing Date shall not be required to be applied to repay principal of outstanding Term Loans as otherwise required above, so long as (i) no Default or Event of Default then exists or would result from the respective issuance of such Permitted Junior Capital, (ii) calculations are made by the Borrower demonstrating compliance with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of such issuance of Permitted Junior Capital on a Pro Forma Basis (as if the Permitted Junior Capital had been issued on the first day of such Calculation Period), (iii) in the case of any issuance of Permitted Junior Capital consisting of Disqualified Preferred Stock or Permitted Unsecured Debt, calculations are made by the Borrower demonstrating compliance with a Senior Secured Leverage Ratio of less than 4.00:1.00 for the Calculation Period most recently ended prior to the date of such issuance of Permitted Junior Capital on a Pro Forma Basis (as if the respective Permitted Junior Capital had been issued on the first day of such Calculation Period), (iv) all of the Net Cash Proceeds from such issuance of Permitted Junior Capital shall have been used (except to the extent of any portion thereof applied to make a concurrent prepayment of Term Loans pursuant to, and in accordance with the requirements of, Section 3.03) to (x) effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or concurrently utilized by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.02 in an aggregate principal amount equal to the aggregate principal amount of RF Loans actually incurred by the Borrower to finance a Permitted Acquisition and/or (II) to redeem and/or refinance Permitted Junior Capital in an amount equal to the principal amount or aggregate liquidation preference of or the Net Cash Proceeds from the Permitted Junior Capital actually issued to finance Permitted Acquisition(s) or Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any), in any such case within the 364-day period prior to such issuance of Permitted Junior Capital and/or (y) redeem shares of Qualified Preferred Stock or Disqualified Preferred Stock and/or repurchase or refinance any Permitted Unsecured Debt pursuant to Section 7.09(a)(xiv), and (v) the Borrower shall have furnished to the Administrative Agent a certificate from an

28

Authorized Officer certifying as to compliance with the requirements of preceding clauses (i), (ii), (iii), and (iv) and containing the calculations required by preceding clauses (ii) and (iii), as applicable.

          (d) On the Reinvestment Prepayment Date with respect to a Reinvestment Election, an amount equal to the Reinvestment Prepayment Amount, if any, for such Reinvestment Election shall be applied as a repayment of the principal amount of the then outstanding Term Loans.

          (e) By 5:00 P.M. (New York time) on the day of any drawing of any amount of A Term Loans or Initial B Term Loans by Spinco pursuant to Sections 1.01(a)(i)(A) or 1.01(b)(i)(A), respectively, if the Merger shall not have been consummated by such time, each Borrower shall immediately repay the then outstanding Term Loans borrowed by it in full and Spinco and its Subsidiaries shall not thereafter have any further obligations hereunder or under any other Credit Documents.

          (f) On the date of delivery of each Compliance Certificate pursuant to Section 6.01(d), beginning with the Compliance Certificate for the fiscal quarter ended June 30, 2009, demonstrating that the Leverage Ratio as at the last day of the preceding fiscal quarter of the Borrower covered by such Compliance Certificate is greater than 3.50:1.00 (or if the Borrower shall have failed to deliver a Compliance Certificate as required by Section 6.01(d) with respect to any fiscal quarter of the Borrower, on the date of the required delivery of such Compliance Certificate for such fiscal quarter pursuant to said Section), an amount equal to the greater of (i) $11,250,000 and (ii) 90% of Excess Cash Flow (calculated after the payment of any Dividends by the Borrower on the Borrower Common Stock during such fiscal quarter as otherwise permitted by this Credit Agreement), if any, during the preceding fiscal quarter, in each case less the amount of any scheduled amortization payments made pursuant to Section 3.01 (but the result of such calculation shall in no event be less than $0), shall be applied as a mandatory repayment of principal of the then outstanding Term Loans.

          (g) To the extent not theretofore repaid pursuant to the provisions of this Agreement, (i) all outstanding RF Loans and Swingline Loans shall be repaid in full upon the termination of the Total Revolving Commitment, (ii) all outstanding Term Loans and RF Loans shall be repaid in full on the relevant Maturity Date therefor, (iii) all outstanding Swingline Loans shall be repaid in full on the Swingline Expiry Date and (iv) all outstanding B Term Loans shall be repaid in full on the date a Change of Control occurs.

          (B) Application:

          With respect to each prepayment of Loans required by Section 3.03(A), (1) payments shall first be applied to prepay the A Term Loans in full, including any applicable fees, interest and expenses therefor and, to the extent that no A Term Loans remain outstanding, including any applicable fees, interest and expenses therefor, payments shall second be applied to prepay the B Term Loans, (2) notwithstanding clause (1) hereof, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) under the affected Facility pursuant to which made and (3) any amounts repaid pursuant to Section 3.03(A) shall be applied in forward order of maturity to payments required to be made under Section 3.01;

29

provided that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, such Borrowing shall be immediately converted into Base Rate Loans; (ii) except for the differing treatments of Defaulting Lenders and Non-Defaulting Lenders as expressly provided in Section 3.03(A)(a), each prepayment of any Loans under a Facility made pursuant to a given Borrowing shall be applied pro rata among such Loans; (iii) repayments of Eurodollar Loans pursuant to this Section 3.03 may only be made on the last day of an Interest Period applicable thereto unless (x) all Eurodollar Loans of the respective Facility with Interest Periods ending on such date of required repayment and all Base Rate Loans of the respective Facility have been paid in full and/or (y) concurrently with such repayment, the Borrower pays all breakage costs and other amounts owing to each Lender pursuant to Section 1.11. In the absence of a designation by the Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing provisions of this Section 3.03, if at any time the mandatory repayment of Loans pursuant to this Section 3.03 would result, after giving effect to the procedures set forth in clause (iii) of the second preceding sentence, in the Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar Loans being repaid other than on the last day of an Interest Period applicable thereto (any such Eurodollar Loans, “Affected Loans”), the Borrower may (in lieu of making such payment) elect, by written notice to the Administrative Agent, to have the provisions of the following sentence be applicable. At the time any Affected Loans are otherwise required to be prepaid, the Borrower may elect to deposit 100% (or such lesser percentage elected by the Borrower as not being repaid) of the principal amounts that otherwise would have been paid in respect of the Affected Loans with the Administrative Agent to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance satisfactory to the Administrative Agent, with such cash collateral to be released from such cash collateral account (and applied to repay the principal amount of such Eurodollar Loans) upon each occurrence thereafter of the last day of an Interest Period applicable to Eurodollar Loans (or such earlier date or dates as shall be requested by the Borrower), with the amount to be so released and applied on the last day of each Interest Period to be the amount of such Eurodollar Loans to which such Interest Period applies (or, if less, the amount remaining in such cash collateral account).

          3.04 Method and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement shall be made to the Administrative Agent for the ratable account of the Lenders entitled thereto, not later than 1:00 P.M. (New York time) on the date when due and shall be made in immediately available funds and in Dollars at the Payment Office, it being understood that written notice by the Borrower to the Administrative Agent to make a payment from the funds in the Borrower’s account at the Payment Office shall constitute the making of such payment to the extent of such funds held in such account. Any payments under this Agreement which are made later than 1:00 P.M. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of

30

principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

          3.05 Net Payments. (a) All payments made by the Borrower hereunder and/or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.05(b) and Section 3.05(c), and provided Section 3.05(b) and Section 3.05(c) are complied with, all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, (i) any tax imposed on or measured by the net income or net profits or franchise taxes (in lieu of net income taxes or net profit taxes) of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein and (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borrower agrees to (i) pay the full amount of such Taxes to the applicable governmental authority, and (ii) pay such additional amounts to the Lenders as may be necessary so that every payment of all amounts due under this Agreement and/or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or therein, provided this clause (ii) in this Section 3.05(a) shall apply if Section 3.05(b) and Section 3.05(c) are complied with. The Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender (other than penalties and interest attributable to the gross negligence or willful misconduct of the Administrative Agent or Lender).

          (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes agrees to deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 1.13 or 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, or in the case of New Lending Office by a Lender, the date such New Lending Office is designated (i) two accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to a complete exemption under an income tax treaty) (or successor form)) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if the Lender or beneficial owner is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a 10-percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and cannot deliver either Internal Revenue Service Form W-

31

8ECI or W-8BEN (with respect to a complete exemption under an income tax treaty) pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a “Section 3.05 Certificate”) and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN (with respect to the portfolio interest exemption) (or successor form) certifying to such Lender’s entitlement as of such date to a complete exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note. In addition, each Lender agrees that from time to time after the Closing Date, when a lapse of time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrower and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form W-8ECI or W-8BEN (with respect to the benefits of any income tax treaty), or Form W-8BEN (with respect to the portfolio interest exemption) and a Section 3.05 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note, or it shall immediately notify the Borrower and the Administrative Agent of its inability to deliver any such Form or Certificate, in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 3.05(b). Notwithstanding anything to the contrary contained in Section 3.05(a), but subject to Section 11.04(b) and the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, Fees or other amounts payable by it hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 3.05(a) hereof to gross-up payments to be made by it to a Lender in respect of income or similar taxes imposed by the United States (I) if such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 3.05(b) or Section 3.05(c) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding of such taxes. If the Borrower is required to pay any additional amounts to a Lender or indemnify a Lender pursuant to this Section 3.05 (prior to the application of this sentence), notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 3.05 and except as set forth in Section 11.04(b), the Borrower agrees to pay any additional amounts and to indemnify each Lender in the manner set forth in Section 3.05(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date (or the date a person becomes a Lender under this Agreement, as applicable) in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such income or similar taxes.

          (c) Any Lender that is a United States person and that may not be treated as an exempt recipient based on the indicators described in Treasury Regulation Section 1.6049-4(c)(1)(ii) shall deliver to the Borrower on or prior to the date on which such Lender becomes a

32

Lender under this Agreement (and from time to time thereafter as prescribed by applicable law or upon the request of the Borrower), two duly executed and properly completed copies of U.S. Internal Revenue Service Form W-9, or any successor form that such Lender is entitled to provide at such time in order to comply with United States back-up withholding requirements. Notwithstanding any other provision in this Section 3.05, no amount shall be required to be paid to any Lender under this Section 3.05 with respect to backup withholding if there has been a notified underreporting pursuant to Section 3406(a)(1)(C) of the Code (or similar provision or successor provision).

          (d) If the Borrower pays any additional amount under this Section 3.05 to a Lender and such Lender determines in its sole discretion (but acting in good faith) that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid (or would have been paid but for the fact that such refund was netted against any additional Tax liability of the Lender), such Lender shall pay to the Borrower an amount that the Lender shall, in its sole discretion (but acting in good faith), determine is equal to such net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit.

          SECTION 4. Conditions Precedent.

          4.01 Conditions Precedent to Closing Date and the Initial Incurrence of Loans. The obligation of the Lenders to make Loans hereunder and the obligation of each Letter of Credit Issuer to issue Letters of Credit hereunder, in each case on the Closing Date, are subject to the satisfaction of each of the following conditions at such time (provided that the condition contained in Section 4.01(h) below shall not be a condition precedent to any drawing by Spinco of Term Loans pursuant to Sections 1.01(a)(i)(A) or 1.01(b)(i)(A)):

          (a) Certain Documents. The Administrative Agent shall have received (and, to the extent any Borrowing of any Eurodollar Loans is requested to be made on the Closing Date, in respect of the Notice of Borrowing for such Eurodollar Loans, at least one Business Day prior to the Closing Date) each of the following, each dated the Closing Date unless otherwise indicated or agreed to by the Administrative Agent in its reasonable discretion, in form and substance reasonably satisfactory to the Administrative Agent:

          (i) this Agreement, duly executed and delivered by the Borrower and, for the account of each Lender requesting the same, a Note of the Borrower conforming to the requirements set forth herein;

          (ii) the Pledge Agreement, in the form of Exhibit G (as modified, amended, restated and/or supplemented from time to time in accordance with the terms thereof and hereof, the “Pledge Agreement”) duly executed and delivered by the Borrower, each First-Tier Subsidiary (other than Northern New England Telephone Operations LLC), and each Parent Company that is a Subsidiary on the Closing Date, together with each of the following:

          (A) all of the Collateral, if any, referred to therein and then owned by such Persons, (x) endorsed in blank in the case of promissory notes constituting Collateral and (y)

33

together with executed and undated transfer powers in the case of certificated equity interests constituting Collateral; provided that with respect to any such Collateral the security interest in which may not be perfected by filing of a UCC financing statement, if perfection of the Collateral Agent’s security interest in such collateral may not be accomplished on or before the Closing Date after the Borrower and each of its Subsidiaries have used commercially reasonable efforts to do so, then delivery of documents and instruments for perfection of such security interest shall not constitute a condition precedent to the initial borrowings hereunder; and shall be subject in each case to clause (iv) of this Section 4.01(a);

          (B) the Financing Statements (Form UCC-1 or the equivalent) listed on Annex F to the Pledge Agreement, fully executed (where required) for filing under the UCC or other appropriate filing offices set forth in such schedule;

          (C) certified copies of Requests for Information or Copies (Form UCC-11), or equivalent reports, each of a recent date, listing all effective financing statements that name any Pledge Party or any of its Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (B) above, together with copies of such other financing statements that name any Pledge Party or any of its Subsidiaries as debtor (none of which shall cover any of the Collateral, except to the extent evidencing Permitted Liens or in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed (where required) for filing); and

          (D) subject to clause (iv) below, evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to create, maintain, effect, perfect, preserve, and protect the security interests purported to be created by the Pledge Agreement have been taken;

and the Pledge Agreement shall be in full force and effect (subject to clause (iv) below); provided, in no event shall any grant of a security interest by Spinco or any of its Subsidiaries, or any document executed by Spinco or any of its Subsidiaries with respect to the grant or perfection of a security interest in connection therewith, become effective prior to the consummation of the distribution of all shares of Spinco common stock to a third party distribution agent to be held for the benefit of the shareholders of Verizon Communications Inc., as described in the Rule 424(b) Prospectus filed with the SEC in connection with the Merger (the “Spin”);

          (iii) the Subsidiary Guaranty, in the form of Exhibit F hereto (as modified, amended, restated and/or supplemented from time to time in accordance with the terms hereof and thereof, the “Subsidiary Guaranty”) duly authorized and executed by each First-Tier Subsidiary of the Borrower; and

          (iv) clause (a)(ii) of this Section 4.01 notwithstanding, to the extent any Collateral is not provided on the Closing Date after the Borrower and each of its Subsidiaries have used commercially reasonable efforts to do so (it being understood that UCC financing statements shall have been provided), the provisions of clause (a)(ii) shall be deemed to have been satisfied and the Credit Parties shall be required to provide such Collateral in accordance with the provisions set forth in Section 6.18.

34

          (b) Opinions of Counsel. The Administrative Agent shall have received (i) from Paul, Hastings, Janofsky & Walker LLP, special counsel to the Credit Parties, an opinion addressed to each Agent, the Collateral Agent and each of the Lenders and dated the Closing Date substantially in the form of Exhibit D-1 and (ii) from local and special FCC counsel to the Pledge Parties, opinions, each dated the Closing Date, substantially in the form of Exhibit D-2.

          (c) Company Proceedings. The Administrative Agent shall have received a certificate, dated the Closing Date, signed by an Authorized Officer in the form of Exhibit E with appropriate insertions and deletions, together with (x) copies of the certificate of incorporation, by-laws or other organizational documents of each Pledge Party and (y) the resolutions of each Pledge Party referred to in such certificate and all of the foregoing (including each such organizational document) shall be reasonably satisfactory to the Administrative Agent and (z) a statement that all of the applicable conditions set forth in Sections 4.01(d), (f) and (i) have been satisfied as of such date.

          (d) Closing Material Adverse Effect. Since September 30, 2006, there shall not have occurred a Closing Material Adverse Effect.

          (e) Solvency. FairPoint shall have delivered to the Administrative Agent a solvency certificate, dated the Closing Date, after giving effect to the Transaction, and in the form of Exhibit H hereto.

          (f) Refinancing. (i) On the Closing Date and substantially concurrently with the incurrence of Loans on such date, all outstanding Indebtedness of the Borrower and its Subsidiaries (other than the Obligations owed to the Lenders hereunder, the Spinco Senior Notes and other Indebtedness permitted hereunder after the Closing Date) (collectively referred to herein as the “Refinanced Indebtedness”) shall have been repaid in full, together with all fees, accrued interest and other amounts owing thereon, all commitments under the documents evidencing Refinanced Indebtedness shall have been terminated, all letters of credit issued pursuant to the documents evidencing the Refinanced Indebtedness shall have been terminated, cash collateralized, back-stopped, or incorporated hereunder as Letters of Credit as contemplated by Section 1A.01(d) and all guaranties issued in support of such Refinanced Indebtedness shall have been terminated (the “Refinancing”).

          (ii) On the Closing Date and substantially concurrently with the incurrence of Loans on such date, all security interests in respect of, and Liens securing, the Refinanced Indebtedness shall have been terminated and released, and the Administrative Agent shall have received all such releases as may have been reasonably requested by the Administrative Agent. Without limiting the foregoing, there shall have been delivered to the Administrative Agent proper termination statements (Form UCC-3 or the appropriate equivalent) for filing under the UCC of each jurisdiction where a financing statement (Form UCC-1 or the appropriate equivalent) was filed with respect to the Borrower or any of its Subsidiaries in connection with the security interests created with respect to the Refinanced Indebtedness and the documentation related thereto.

          (g) Intercompany Subordination Agreement. FairPoint and each of its Subsidiaries shall have duly authorized, executed and delivered a Subordination Agreement

35

substantially in the form of Exhibit J hereto (as amended, restated, modified and/or supplemented from time to time in accordance with the terms hereof and thereof, the “Intercompany Subordination Agreement”), and the Intercompany Subordination Agreement shall be in full force and effect.

          (h) Fees. FairPoint shall have paid to the Agents and the Lenders all Fees and expenses agreed upon to be paid on or prior to the Closing Date (for which, in the case of legal fees and expenses, the Borrower shall have received in advance a written invoice in reasonable detail). For the avoidance of doubt, the initial Borrowing by Spinco shall not be reduced by the amount of any fees or expenses payable to the Agents, the Lenders or their respective Affiliates or representatives. Any such fees or expenses shall be for the account of FairPoint as a condition precedent to its initial Borrowing.

          (i) Specified Representations. The Specified Representations shall be true and correct in all material respects.

          (j) Financial Statements. (i) The Administrative Agent and the Lenders shall have received audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of FairPoint and the Northern New England Business, as applicable, for the three fiscal years ended December 31, 2005, December 31, 2006 and December 31, 2007 and such financial statements shall be prepared in accordance with GAAP or, in the case of the financial statements for fiscal years ended 2006 and 2007, prepared in accordance with the Merger Agreement; and

          (ii) The Administrative Agent, the Lead Arrangers and the Lenders shall have received (A) a pro forma consolidated balance sheet of the Borrower as at December 31, 2007 and (B) a pro forma statement of operations of the Borrower for the year ended December 31, 2007, in each case adjusted to give effect to the Transaction and the other transactions related thereto and such other adjustments as have been agreed between the Borrower and the Lead Arrangers.

          (k) Merger and Distribution. The Lenders shall be satisfied that the Merger and the Distribution will be consummated substantially concurrently with the initial funding hereunder (it being understood that any condition to be satisfied substantially concurrently with such borrowing may be satisfied after such borrowing is made in accordance with the order of the Transaction Timeline described in the Rule 424(b) Prospectus filed with the SEC in connection with the Merger), substantially in accordance with the Merger Agreement and Distribution Agreement (and no provision of the Merger Agreement or Distribution Agreement shall have been waived, amended, supplemented or otherwise modified in a manner material and adverse to the Lenders without the prior written consent of the Lenders).

          (l) Patriot Act. The Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.

36

          (m) Insurance. The Administrative Agent shall have received evidence that all insurance policies required to be maintained pursuant to Section 6.03 are in full force and effect.

          (n) FairPoint Borrowing. With respect to the initial Borrowing by FairPoint, the initial Borrowing by Spinco shall have been funded.

          4.02 Conditions Precedent to All Loans. The obligation of each Lender to make Loans (excluding Loans made on the Closing Date and Mandatory Borrowings made after the Closing Date, which shall be made as provided in Section 1.01(f)), and of each Letter of Credit Issuer to issue Letters of Credit, is subject, at the time of the making of each such Loan and the issuance of each such Letter of Credit, to the satisfaction of the following conditions:

          (a) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 1.03 (or, in the case of a Swingline Loan, the notice referred to in Section 1.03(b)(i)) or a Letter of Credit Request meeting the requirements of Section 1A.03.

          (b) Representations and Warranties; No Default. At the time of each making of Loans and each issuance of a Letter of Credit and also after giving effect thereto, (i) each of the representations and warranties made by any Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects, in each case on and as of such date as if made on and as of such date, except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date and (ii) there shall exist no Default or Event of Default.

          (c) Regulation U. If at any time any Margin Stock is pledged or required to be pledged pursuant to the Pledge Agreement, all actions required to be taken pursuant to Section 6.11 shall have been taken to the reasonable satisfaction of the Administrative Agent.

          The occurrence of the Closing Date and the acceptance of the benefits or proceeds of each Borrowing by and issuance of a Letter of Credit on behalf of the Borrower shall constitute a representation and warranty by FairPoint to each Agent, each Letter of Credit Issuer, the Swingline Lender and each of the Lenders that all the conditions specified in Section 4 and applicable to such Borrowing or issuance of such Letter of Credit have been satisfied as of that time, subject to the next succeeding sentence. The funding of each Borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder shall constitute an acknowledgement by the Agents and Lenders that as of the date of such Borrowing or issuance of such Letter of Credit the conditions contained in Sections 4.01 and 4.02 that must be satisfied to the satisfaction of the Agents or the Lenders have been so satisfied (or waived). All of the certificates, legal opinions and other documents and papers referred to in Sections 4.01 and 4.02, unless otherwise specified, shall be delivered to the Administrative Agent for the benefit of each of the Lenders and shall, to the extent provided therein, be reasonably satisfactory in form and substance to the Agents.

          SECTION 5. Representations, Warranties and Agreements. In order to induce the Lenders to enter into this Agreement, to make the Loans and to issue and/or participate in

37

Letters of Credit, FairPoint makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement, the making of the Loans and the issuance of the Letters of Credit:

          5.01 Company Status. Each of the Borrower and each of its Subsidiaries (i) is a duly organized and validly existing Company and is in good standing, in each case under the laws of the jurisdiction of its organization and has the Company power and authority to own its property and assets and to transact the business in which it is engaged and (ii) is duly qualified and is authorized to do business and, to the extent relevant, is in good standing in all jurisdictions where it is required to be so qualified except where the failure to be so qualified, authorized or in good standing would not be reasonably likely to have a Material Adverse Effect.

          5.02 Company Power and Authority. Each Credit Party has the Company power and authority to execute, deliver and carry out the terms and provisions of the Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance of the Documents to which it is a party. Each Credit Party has duly executed and delivered each Document to which it is a party and each such Document constitutes the legal, valid and binding obligation of such Person enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (regardless of whether enforcement is sought in equity or at law).

          5.03 No Violation. Neither the execution, delivery or performance by any Credit Party of the Documents to which it is a party nor compliance with the terms and provisions thereof, (i) will contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, (ii) will violate, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or (other than pursuant to the Pledge Agreement) result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of the Borrower or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust or other material agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will violate any provision of the organizational documents (including by-laws) of the Borrower or any of its Subsidiaries.

          5.04 Litigation. There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened (i) with respect to any Credit Document, (ii) with respect to the Transaction or any other Document or (iii) with respect to the Borrower or any of its Subsidiaries that have had, or that are reasonably likely to have, a Material Adverse Effect. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the incurrence of any Credit Event.

          5.05 Use of Proceeds; Margin Regulations. (a) The proceeds of all A Term Loans shall be utilized to (i) finance in part the Transaction, including, without limitation, the cash portion of the Distribution and the Refinancing and (ii) pay related fees and expenses.

38

          (b) The proceeds of all Initial B Term Loans shall be utilized to (i) finance in part the Transaction, including, without limitation, the cash portion of the Distribution and the Refinancing and (ii) pay related fees and expenses.

          (c) The proceeds of the RF Loans may be used for working capital and other general corporate purposes of the Borrower and its Subsidiaries, including payments under the Transition Services Agreement and financing of Permitted Acquisitions.

          (d) The proceeds of the Delayed-Draw B Term Loans shall be used for capital expenditures incurred in connection with the Transaction (including, but not limited to, any capital expenditures incurred in anticipation thereof) or in the operations of the Borrower and its Subsidiaries from and after the Closing Date, including, but not limited to, capital expenditures referred to in Sections 7.05(a)(ii) and (iii) and capital expenditures referenced under subsection (A)(i) of the definition of Acquisition Adjustment set forth herein.

          (e) The proceeds of Swingline Loans may be used for the general corporate and working capital purposes of the Borrower and its Subsidiaries; provided that no proceeds from Swingline Loans may be used to finance the Refinancing or to pay fees and expenses incurred in connection with the Transaction.

          (f) The Letters of Credit shall be issued for financing arising out of the general corporate needs and purposes of the Borrower and its Subsidiaries.

          (g) Neither the making of any Loan hereunder, nor the use of the proceeds thereof, nor the occurrence of any other Credit Event, will violate the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System. No part of any Credit Event (or the proceeds thereof) will be used to purchase or carry any Margin Stock or to extend credit for the purpose of purchasing or carrying any Margin Stock; provided that proceeds of RF Loans may be utilized to purchase Margin Stock (A) if such purchase (x) is pursuant to a Permitted Acquisition of the Person issuing such Margin Stock and (y) is effected pursuant to a friendly transaction (as determined by the Agents) not in violation of such Regulations T, U or X and (B) to the extent otherwise permitted by Sections 7.09(a)(ii) or (iii), subject, in each case, to the qualifying proviso at the end of Section 7.09(a).

          (h) The fair market value of all Margin Stock owned by the Borrower and its Subsidiaries (other than the capital stock of the Borrower held in treasury) on the Closing Date does not exceed $5,000,000. At the time of each Credit Event, not more than 25% of the value of the assets of the Borrower and its Subsidiaries taken as a whole (including all capital stock of the Borrower held in treasury) will constitute Margin Stock.

          5.06 Governmental Approvals. Except for such consents, approvals and filings as have been obtained or made on or prior to the Closing Date and remain in full force and effect, no order, consent, approval, license, authorization, or validation of, or filing, recording or registration with, or exemption by, any foreign or domestic governmental or public body or authority (including, without limitation, the FCC and applicable PUCs), or any subdivision thereof, is required to authorize or is required in connection with (i) the execution, delivery and

39

performance of any Document or (ii) the legality, validity, binding effect or enforceability of any Document.

          5.07 Investment Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

          5.08 True and Complete Disclosure. All factual information (taken as a whole), other than the projections, any budgets, forecasts, estimates and other forward-looking statements and any information of a general economic or industry nature, when furnished by or on behalf of the Borrower in writing to the Lenders for purposes of or in connection with this Agreement or any transaction contemplated herein is, and all other such factual information (taken as a whole) hereafter furnished by or on behalf of any Credit Party in writing to the Lenders hereunder does not or will not contain any untrue statement of material fact or omit to state any material fact necessary to make such information (taken as a whole) not misleading at such time in light of the circumstances under which such information was provided. The projections and pro forma financial information contained in such materials are based on good faith estimates and assumptions believed by the Borrower to be reasonable at the time made (it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results and that such assumptions and estimates may prove to be inaccurate).

          5.09 Financial Condition; Financial Statements. (a) On and as of the Closing Date, on a pro forma basis after giving effect to the Transaction and all Indebtedness incurred, and to be incurred (including, without limitation, the Loans and the application of the proceeds thereof), and Liens created, and to be created, by each Credit Party in connection therewith, with respect to the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis), (x) the fair valuation of all of the tangible and intangible assets of the Borrower (on a stand-alone basis) and the Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will not have unreasonably small capital with which to conduct its or their business. For purposes of this Section 5.09, “debt” means any liability on a claim, and “claim” means (i) the right to payment whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (ii) the right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

          (b) The audited consolidated statements of financial condition of FairPoint and its Subsidiaries at December 31, 2005, December 31, 2006 and December 31, 2007 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of FairPoint and its Subsidiaries for the fiscal years of FairPoint ended on such dates, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial position of FairPoint and its Subsidiaries at the date of said financial

40

statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with GAAP and practices consistently applied except to the extent provided in the notes to said financial statements. The pro forma consolidated balance sheet of FairPoint as at December 31, 2007, a copy of which has been delivered to the Lenders, presents a good faith estimate of the consolidated pro forma financial condition of FairPoint (after giving effect to the Transaction and all Indebtedness incurred or to be incurred in connection therewith) as at the date thereof. Nothing has occurred since December 31, 2006 that has had, or is reasonably likely to have, a Material Adverse Effect, it being understood that no representation is made with respect to the consummation of the Transaction on the Closing Date.

          (c) Except as reflected in the financial statements described in Section 5.09(b) or in the footnotes thereto, there are as of the Closing Date no liabilities or obligations with respect to FairPoint or any of its Subsidiaries of a nature (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, are reasonably likely to be material to FairPoint and its Subsidiaries taken as a whole, except as incurred in the ordinary course of business consistent with past practices or as shown on the pro forma balance sheet of the Borrower delivered pursuant to Section 4.01(j)(ii).

          (d) The audited combined statements of financial condition of the Northern New England Business at December 31, 2005, December 31, 2006 and December 31, 2007 and the related combined statements of income and cash flows and changes in shareholders’ equity of the Northern New England Business for the fiscal years of such business ended on such dates, in each case furnished to the Lenders prior to the Closing Date, present fairly in all material respects the combined financial position of the Northern New England Business at the date of said financial statements and the results for the respective periods covered thereby. All such financial statements have been prepared in accordance with GAAP and practices consistently applied except to the extent provided in the notes to said financial statements.

          (e) Except as reflected in the financial statements described in Section 5.09(d) or in the footnotes thereto, there are as of the Closing Date no liabilities or obligations with respect to the Northern New England Business of a nature (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, are reasonably likely to be material to the Northern New England Business taken as a whole, except as incurred in the ordinary course of business consistent with past practices or as shown on the pro forma balance sheet of the Borrower delivered pursuant to Section 4.01(j)(ii).

          (f) On and as of the Closing Date, the detailed projected consolidated financial statements of FairPoint and its Subsidiaries on a consolidated basis for the period from the Closing Date through the B Term Loan Maturity Date, which projections shall reflect the forecasted consolidated financial condition of FairPoint and its Subsidiaries on a consolidated basis after giving effect to the Transaction (the “Projections”), delivered to the Agents prior to the Closing Date, shall have been prepared on a basis consistent with the financial statements referred to in Section 5.09(b) for the fiscal year of FairPoint ended December 31, 2006 (other than with respect to GAAP assumptions that are based on GAAP as applicable to the financial statements of Spinco), and are based on good faith estimates and assumptions made by the management of FairPoint. On the Closing Date, such management believed that the Projections

41

were reasonable and attainable (it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results).

          5.10 Security Interests. At any time on or after the Merger, the Pledge Agreement creates, as security for the obligations purported to be secured thereby, a valid and enforceable Lien on all of the Collateral subject thereto at such time, superior to and prior to the rights of all third Persons and subject to no other Liens (except for Liens permitted under Section 7.03(a)), in favor of the Collateral Agent for the benefit of the Secured Creditors, which Lien has been perfected under applicable law. No filings or recordings are required in order to perfect the Lien on the Collateral created under the Pledge Agreement, except for filings or recordings required in connection with the Pledge Agreement which shall have been made on or prior to the Closing Date or as otherwise required in accordance with the terms of the Pledge Agreement.

          5.11 Compliance With Statutes. Each of the Borrower and its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property, except such non-compliance as has not had, and is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

          5.12 Tax Returns and Payments. Each of the Borrower and its Subsidiaries has filed all U.S. federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all material taxes and assessments payable by it which have become due, except for those contested in good faith and adequately disclosed and fully provided for on the financial statements of the Borrower and its Subsidiaries if and to the extent required by GAAP. Each of the Borrower and its Subsidiaries has at all times paid, or has provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all U.S. federal, state and foreign income taxes applicable for all prior fiscal years which are still open for audit and for the current fiscal year to date. There is no action, suit, proceeding, investigation, audit, or claim now pending and the Borrower has not received any notice by a taxing authority of any future proceeding, investigation, audit or claim, regarding any taxes relating to the Borrower or any of its Subsidiaries which is reasonably likely to have a Material Adverse Effect.

          5.13 Compliance with ERISA. (i) Annex IV sets forth each Plan and Multiemployer Plan; (ii) except as set forth on Annex IV, each Plan (and each related trust, insurance contract or fund) is in substantial compliance with its terms and with all applicable laws, including without limitation ERISA and the Code; each Plan which is intended to be qualified under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Section 401(a) of the Code; except as set forth on Annex IV, no Reportable Event has occurred with respect to a Plan; to the knowledge of the Borrower, no Multiemployer Plan is insolvent or in reorganization; except as set forth on Annex IV, no Plan has an Unfunded Current Liability which, when added to the aggregate amount of Unfunded Current Liabilities with respect to all other Plans, would be reasonably likely to have a Material Adverse Effect; no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated funding deficiency, within the meaning of such sections of the Code or ERISA, or has applied for or received a waiver of an

42

accumulated funding deficiency or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; all contributions required to be made with respect to a Plan or a Multiemployer Plan have been timely made; neither the Borrower nor any Subsidiary nor any ERISA Affiliate has incurred any material liability (including any indirect, contingent or secondary liability) to or on account of a Plan or a Multiemployer Plan pursuant to Section 409, 502(i), 502(1), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or reasonably expects to incur any such liability under any of the foregoing sections with respect to any Plan or any Multiemployer Plan; no condition exists which presents a material risk to the Borrower or any Subsidiary or any ERISA Affiliate of incurring a material liability to or on account of a Plan or, to the knowledge of the Borrower, of any Multiemployer Plan pursuant to the foregoing provisions of ERISA and the Code; no proceedings have been instituted to terminate or appoint a trustee to administer any Plan which is subject to Title IV of ERISA; except as would not result in any material liability, no action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits) is pending, or to the best knowledge of the Borrower expected or threatened; using actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of the Borrower and its Subsidiaries and its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Plan ended prior to the date of the most recent Loan incurrence, would not exceed $500,000; except as would not result in a material liability, each group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) which covers or has covered employees or former employees of the Borrower, any Subsidiary or any ERISA Affiliate has at all times been operated in compliance with the provisions of Part 6 of subtitle B of Title I of ERISA and Section 4980B of the Code; no Lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists or is reasonably likely to arise on account of any Plan; and the Borrower and its Subsidiaries do not maintain or contribute to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) which provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan the obligations with respect to which could reasonably be expected to have a Material Adverse Effect.

          5.14 Subsidiaries. On and as of the Closing Date and after giving effect to the consummation of the Transaction, the Borrower has no Subsidiaries other than those Subsidiaries listed on Annex III, which correctly sets forth, as of the Closing Date, the percentage ownership (direct and indirect) of the Borrower in each class of capital stock or other equity interests of each of its Subsidiaries and also identifies the direct owner thereof. All outstanding shares of capital stock or other equity interests of each Subsidiary of the Borrower have been duly and validly issued, are fully paid and non-assessable and are free of preemptive rights. No Subsidiary of the Borrower has outstanding any securities convertible into or exchangeable for its capital stock or other equity interests or outstanding any right to subscribe for or to purchase, or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any calls, commitments or claims of any character relating to, its capital stock or other equity interests or any stock appreciation or similar rights.

43

          5.15 Intellectual Property. Each of the Borrower and its Subsidiaries owns or holds a valid transferable license to use all the patents, trademarks, service marks, trade names, domain names, technology, know-how, copyrights, licenses, franchises and formulas or rights with respect to the foregoing, that are used in the operation of the business of the Borrower or such Subsidiary as presently conducted and are material to such business where the failure to own or hold a valid license is reasonably likely to have a Material Adverse Effect.

          5.16 Environmental Matters. Each of the Borrower and its Subsidiaries is in material compliance with all applicable Environmental Laws governing its business for which failure to comply is reasonably likely to have a Material Adverse Effect, and neither the Borrower nor any of its Subsidiaries is liable for any material penalties, fines or forfeitures for failure to comply with any of the foregoing in the manner set forth above. All licenses, permits, registrations or approvals required for the business of the Borrower and each of its Subsidiaries under any Environmental Law have been secured and each of the Borrower and its Subsidiaries is in substantial compliance therewith, except where the failure to secure or comply with such licenses, permits, registrations or approvals the failure to secure or to comply therewith is not reasonably likely to have a Material Adverse Effect. There are no Environmental Claims pending or, to the knowledge of the Borrower threatened, against the Borrower or any of its Subsidiaries with respect to which any decision, ruling or finding is reasonably likely to have a Material Adverse Effect.

          5.17 Labor Relations. No Credit Party is engaged in any unfair labor practice that is reasonably likely to have a Material Adverse Effect. There is (i) no unfair labor practice complaint pending against the Borrower or any of its Subsidiaries or, to the Borrower’s knowledge, threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Borrower or any of its Subsidiaries or, to the Borrower’s knowledge, threatened against any of them, (ii) no strike, labor dispute, slowdown or stoppage pending against the Borrower or any of its Subsidiaries or, to the Borrower’s knowledge, threatened against the Borrower or any of its Subsidiaries and (iii) no union representation question, to the Borrower’s knowledge, existing with respect to the employees of the Borrower or any of its Subsidiaries and no union organizing activities, to the Borrower’s knowledge, are taking place, except with respect to any matter specified in clause (i), (ii) or (iii) above, either individually or in the aggregate, such as is not reasonably likely to have a Material Adverse Effect.

          5.18 Subordination. The subordination provisions contained in, on and after the execution, delivery and/or incurrence thereof, any agreements or instruments relating to any Permitted Unsecured Debt, and any Refinancing Indebtedness in respect of the foregoing, are enforceable against the Borrower, the Subsidiary Guarantors party thereto and the holders of such Indebtedness, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law), and all Obligations hereunder and the obligations of the Borrower and each Subsidiary Guarantor under the other Credit Documents are within the definitions of “Senior Debt” (or relevant similar term) and “Designated Senior Debt” or “Designated Guarantor Senior Debt”, as applicable, included in such subordination provisions.

44

          5.19 Capitalization. On the Closing Date, after giving effect to the Transaction, the authorized capital stock of the Borrower shall consist of (i) 200,000,000 shares of common stock, $.01 par value per share (such authorized shares of common stock, together with any subsequently authorized shares of such common stock, the “Borrower Common Stock”), of which 89,025,568 shares are issued and outstanding on the Closing Date (including 429,474 shares of restricted stock awarded under the Borrower’s 2005 Stock Incentive Plan on the Closing Date, which are deemed outstanding for purposes of GAAP) and (ii) 100,000,000 shares of preferred stock, $.01 per share, none of which is issued and outstanding on the Closing Date. All such outstanding shares have been duly and validly issued, are fully paid and nonassessable and are free of preemptive rights. On the Closing Date, after giving effect to the Transaction, the Borrower does not have outstanding any securities convertible into or exchangeable for its capital stock or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, its capital stock or any stock appreciation or similar rights (other than those agreements listed on Annex VIII).

          SECTION 6. Affirmative Covenants. The Borrower hereby covenants and agrees that until the Commitments have terminated, no Notes or Letters of Credit are outstanding and the Loans, together with interest, Fees and all other Obligations (other than any indemnities described in Section 11.12 which are not then owing) incurred hereunder, are paid in full:

          6.01 Information Covenants. The Borrower will furnish to each Lender:

          (a) Annual Financial Statements. As soon as available and in any event within 60 days after the close of each fiscal year of the Borrower, commencing with the first fiscal year of the Borrower ending after the Closing Date (provided that such 60 day period shall be extended to 75 days if the Borrower is not subject to the SEC’s large accelerated filer filing requirements and shall be extended to 90 days if the Borrower is not subject to the SEC’s large accelerated filer or accelerated filer filing requirements and such 60, 75 or 90 day period, as applicable, shall be extended an additional 15 days if the Borrower has filed a Form 12b-25 with the SEC extending the date of the filing of the Annual Report on Form 10-K due on such 60^th, 75^th or 90^th day, as applicable), the consolidated balance sheet of the Borrower and the consolidated balance sheet of the Intermediary Holding Companies, as at the end of such fiscal year and the related consolidated statements of operations and of cash flows for such fiscal year, and in each case setting forth comparative consolidated figures for the preceding fiscal year, and examined by independent certified public accountants of recognized national standing whose opinion shall not be qualified as to the scope of audit and as to the status of the Borrower as a going concern, together with a certificate of such accounting firm stating that in the course of its regular audit of the business of the Borrower and the Intermediary Holding Companies, which audit was conducted in accordance with generally accepted auditing standards, no Default or Event of Default which has occurred and is continuing has come to their attention or, if such a Default or Event of Default has come to their attention a statement as to the nature thereof.

          (b) Quarterly Financial Statements. As soon as available and in any event within 40 days after the close of each of the first three quarterly accounting periods in each fiscal year of the Borrower (provided that such 40 day period shall be extended to 45 days if the Borrower is not subject to the SEC’s large accelerated filer filing requirements and such 40 or 45

45

day period, as applicable, shall be extended an additional 5 days if the Borrower has filed a Form 12b-25 with the SEC extending the date of the filing of the Quarterly Report on Form 10-Q due on such 40^th or 45^th day, as applicable), the consolidated balance sheet of the Borrower and the consolidated balance sheet of the Intermediary Holding Companies, as at the end of such quarterly period and the related consolidated statements of operations and of cash flows for such quarterly period and for the elapsed portion of the fiscal year ended with the last day of such quarterly period, and in each case setting forth comparative consolidated figures for the related periods in the prior fiscal year, all of which shall be in reasonable detail and certified by the chief financial officer or controller of the Borrower, subject to changes resulting from audit and normal year-end audit adjustments.

          (c) Budgets; etc. Not more than 30 days after the commencement of each fiscal year of the Borrower ending after the Closing Date, commencing with the budget to be delivered on January 30, 2009, consolidated budgets of the Borrower and its Subsidiaries in reasonable detail for each of the twelve months of such fiscal year as customarily prepared by management for its internal use setting forth, with appropriate discussion, the principal assumptions upon which such budgets are based.

          (d) Compliance Certificates. Other than with respect to the delivery of the financial statements for the first full fiscal quarter ending after the Closing Date, at the time of the delivery of the financial statements provided for in Sections 6.01(a) or (b), a certificate (“Compliance Certificate”) of the chief financial officer or other Authorized Officer of the Borrower to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate (i) if delivered with the financial statements required by Sections 6.01(a) and (b), shall set forth the calculations required to establish (I) the Interest Coverage Ratio and the Leverage Ratio as at the last day of the fiscal year or fiscal quarter, as the case may be, covered by such financial statements and (II) whether the Borrower and its Subsidiaries were in compliance with the provisions of Sections 7.11 and 7.12 as at the end of such fiscal period, and (ii) if delivered with the financial statements required by Section 6.01(b), shall set forth (I) Available Cash, Cumulative Distributable Cash and, to the extent that the Leverage Ratio for any quarter, commencing with the fiscal quarter ended June 30, 2009, is greater than 3.50:1.00, Excess Cash Flow, in each case determined as at the last day of the fiscal quarter of the Borrower covered by such financial statements and (II) the amount of Dividends, if any, that the Borrower intends to pay on the immediately succeeding date on which the Borrower’s dividend policy provides for Dividends to be paid by the Borrower on the Borrower Common Stock.

          (e) Notice of Default or Litigation. Promptly, and in any event within five Business Days after any officer of the Borrower obtains knowledge thereof, notice of (x) the occurrence of any event which constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect thereto, and (y) the commencement of, or any significant adverse development in, any litigation or governmental proceeding pending against the Borrower or any of its Subsidiaries or their assets or business (i) with respect to any Document or (ii) which has had, or is reasonably likely to have, a Material Adverse Effect and (iii) any other event which has had, or is reasonably likely to have, a Material Adverse Effect.

46

          (f) Other Information. Promptly upon transmission thereof, copies of any filings and registrations with, and reports to, the Securities and Exchange Commission or any successor thereto (the “SEC”) or holders (or any trustee, agent or other representative therefor) of any Permitted Junior Capital by the Borrower or any of its Subsidiaries, and with reasonable promptness, such other information or documents (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender may reasonably request from time to time.

          6.02 Books, Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries in conformity with, and as required by, GAAP and all material requirements of law shall be made of all dealings and transactions in relation to such Person’s business and activities. The Borrower will, and will cause its Subsidiaries to, permit, upon reasonable notice to the chief financial officer, controller or any other Authorized Officer of the Borrower, officers and designated representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any of its Subsidiaries in their possession and to examine the books of account of the Borrower and any of its Subsidiaries and discuss the affairs, finances and accounts of the Borrower and of any of its Subsidiaries with, and be advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals during normal business hours (with reasonable notice) and to such reasonable extent as the Administrative Agent or the Required Lenders may desire.

          6.03 Insurance. The Borrower will, and will cause each of its Subsidiaries to, at all times maintain in full force and effect insurance with reputable and solvent insurers in such amounts, covering such risks and liabilities and with such deductibles or self-insured retentions as are in accordance with normal industry practice. The Borrower will, and will cause each of its Subsidiaries to, furnish to the Administrative Agent on the Closing Date and thereafter annually, upon request of the Administrative Agent, a summary of the insurance carried.

          6.04 Payment of Taxes. The Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, would become a Lien or charge upon any material properties of the Borrower or any of its Subsidiaries; provided that neither the Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves (in the good faith judgment of the management of the Borrower) with respect thereto in accordance with GAAP.

          6.05 Company Franchises. The Borrower will do, and will cause each Subsidiary to do, or cause to be done, all things reasonably necessary to preserve and keep in full force and effect its existence and to preserve its material rights and franchises, other than those the failure to preserve which could not reasonably be expected to have a Material Adverse Effect; provided that any transaction permitted by Section 7.02 will not constitute a breach of this Section 6.05.

          6.06 Compliance with Statutes, etc. The Borrower will, and will cause each Subsidiary to, comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign (including all

47

Environmental Laws), in respect of the conduct of its business and the ownership of its property other than those the non-compliance with which is not reasonably likely to have a Material Adverse Effect.

          6.07 ERISA. As soon as possible and, in any event, within 10 days after the Borrower knows or has reason to know of the occurrence of any of the following, the Borrower will deliver to each of the Lenders a certificate of the chief financial officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that the Borrower, any Subsidiary or any ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Borrower, any Subsidiary, any ERISA Affiliate, the PBGC, a Plan or Multiemployer Plan participant or the Plan administrator with respect thereto: that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Lender a certificate and notices (if any) concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to such Plan within the following 30 days; that an accumulated funding deficiency, within the meaning of Section 412 of the Code or Section 302 of ERISA, has been incurred or an application may reasonably be expected to be or has been made for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; that any contribution required to be made with respect to a Plan or Multiemployer Plan has not been timely made; that a Plan or Multiemployer Plan has been or may reasonably be expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA, where a Plan has an Unfunded Current Liability which, when added to the aggregate amount of Unfunded Current Liabilities with respect to all other Plans, exceeds the aggregate amount of Unfunded Current Liabilities that would be reasonably likely to have a Material Adverse Effect; that proceedings may reasonably be expected to be or have been instituted to terminate or appoint a trustee to administer a Plan which is subject to Title IV of ERISA; that a proceeding has been instituted pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the Borrower, any Subsidiary or any ERISA Affiliate will or may reasonably be expected to incur any material liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Plan or Multiemployer Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower or any Subsidiary may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan in addition to the liability that existed on the Closing Date pursuant to any such plan or plans. Upon request by any Lender, the Borrower will deliver to such Lender a complete copy of the annual report (on Internal Revenue Service Form 5500- series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements,

48

certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of any records, documents or other information required to be furnished to the PBGC (other than any PBGC Form 1), and any material notices received from the PBGC by the Borrower, any Subsidiary or any ERISA Affiliate with respect to any Plan or Multiemployer Plan shall be delivered to the Lender no later than 10 days after the date such records, documents and/or information has been furnished to the PBGC or such notice has been received from the PBGC by the Borrower, the Subsidiary or the ERISA Affiliate, as applicable.

          6.08 Good Repair. The Borrower will, and will cause each of its Subsidiaries to, ensure that its material properties and equipment used or useful in its business are kept in good repair, working order and condition, normal wear and tear excepted, and, subject to Section 7.05, that from time to time there are made in such properties and equipment all needful and proper repairs, renewals, replacements, extensions, additions, betterments and improvements thereto, to the extent and in the manner useful or customary for companies in similar businesses.

          6.09 End of Fiscal Years; Fiscal Quarters; Etc. The Borrower will, for financial reporting purposes, cause (i) each of its, and each of its Subsidiaries’, fiscal years and fourth fiscal quarters to end on December 31 of each year and (ii) each of its, and each of its Subsidiaries’, first three fiscal quarters to end on the last day of March, June and September of each year.

          6.10 Permitted Acquisitions. (a) Subject to the provisions of this Section 6.10 and the requirements contained in the definition of Permitted Acquisition, the Borrower and any Qualified Subsidiary may from time to time from and after the first anniversary of the Final Cutover Date (as defined in the Transition Services Agreement) effect Permitted Acquisitions, so long as (except to the extent the Required Lenders otherwise specifically agree in writing in the case of a specific Permitted Acquisition): (i) no Default or Event of Default shall be in existence at the time of the consummation of the proposed Permitted Acquisition or immediately after giving effect thereto; (ii) the Borrower shall have given the Administrative Agent and the Lenders at least 5 Business Days’ written notice prior to the consummation of any Permitted Acquisition; (iii) the Borrower provides to the Administrative Agent and the Lenders as soon as available but not later than 5 Business Days after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to such Permitted Acquisition; (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of such Permitted Acquisition, on a Pro Forma Basis as if the respective Permitted Acquisition (as well as all other Permitted Acquisitions and Significant Asset Sales theretofore consummated after the first day of such Calculation Period) had occurred on the first day of such Calculation Period, and such calculations shall show that such financial covenants would have been complied with if the Permitted Acquisition had occurred on the first day of such Calculation Period (for this purpose, if the first day of the respective Calculation Period occurs prior to the Closing Date, calculated as if the covenants contained in said Sections 7.11 and 7.12 had been applicable from the first day of the Calculation Period); (v) based on good faith projections prepared by the Borrower for the period from the date of the consummation of the Permitted Acquisition to the date which is one year thereafter, the level of financial performance measured by the covenants

49

set forth in Sections 7.11 and 7.12 shall be better than or equal to such level as would be required to provide that no Default or Event of Default would exist under the financial covenants contained in Sections 7.11 and 7.12 through the date which is one year from the date of the consummation of the respective Permitted Acquisition (it being understood that projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results); (vi) all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; (vii) after giving effect to such proposed Permitted Acquisition and the payment of all amounts (including fees and expenses) owing in connection therewith, the sum of (x) the Total Unutilized Revolving Commitment then in effect plus (y) the aggregate amount of all Unrestricted Cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors at such time shall equal or exceed the sum of (I) $25,000,000 plus (II) an amount equal to the aggregate amount reasonably likely to be payable in respect of all post- closing purchase price adjustments, earn-out payments, non-compete payments and/or deferred purchase payments (or similar payments), in each case required or which will be required in connection with such Permitted Acquisition (and all other Permitted Acquisitions for which such purchase price adjustments and other payments may be required to be made) as determined by the Borrower in good faith plus (III) all Consolidated Capital Expenditures (and the financing thereof) reasonably anticipated by the Borrower to be made in the business acquired pursuant to such Permitted Acquisition within the 90-day period (such period for any Permitted Acquisition, a “Post-Closing Period”) following such Permitted Acquisition (and in the businesses acquired pursuant to all other Permitted Acquisitions with Post-Closing Periods ended during the Post-Closing Period of such Permitted Acquisition); (viii) in the case of the creation or acquisition of a new Telco or Carrier Services Company pursuant to a Permitted Acquisition in circumstances where the capital stock or other equity interests of such Telco or Carrier Services Company are not permitted by applicable law, rule or regulation to be pledged and are not to be pledged under the Pledge Agreement, the Pro Forma EBITDA Test is satisfied; (ix) the aggregate amount of Permitted Acquisitions does not exceed, in the aggregate, $500,000,000 and (x) the Borrower shall have delivered to the Administrative Agent an officer’s certificate executed by an Authorized Officer, certifying to the best of his knowledge, compliance with the requirements of preceding clauses (i) through (vii), inclusive, and containing the calculations required by the preceding clauses (iv), (v), (vii) and (viii).

          (b) Borrower and its Subsidiaries shall not consummate any Permitted Acquisition unless all approvals necessary or appropriate to effect such contemplated transaction, or for the continued operations of the Borrower, its Subsidiaries and the Person to be acquired though the Permitted Acquisition, have been obtained.

          (c) At the time of each Permitted Acquisition involving the creation or acquisition of a Subsidiary, or the acquisition of capital stock or other equity interests of any Person, the capital stock or other equity interests thereof created or acquired in connection with such Permitted Acquisition shall be pledged for the benefit of the Secured Creditors pursuant to the Pledge Agreement as, and to the extent required by, Section 7.07.

50

          (d) The Borrower shall cause each Subsidiary which is formed to effect, or is acquired pursuant to, a Permitted Acquisition to comply with, and to execute and deliver, all of the documentation (if any) required by, Section 7.07, to the reasonable satisfaction of the Administrative Agent.

          (e) The consummation of each Permitted Acquisition shall be deemed to be a representation and warranty by the Borrower that the certifications by the Borrower (or by one or more of its Authorized Officers) pursuant to Section 6.10(a) are true and correct and that all conditions thereto have been satisfied and that same is permitted in accordance with the terms of this Agreement, which representation and warranty shall be deemed to be a representation and warranty for all purposes hereunder, including, without limitation, Sections 4 and 8.

          (f) Notwithstanding anything in this Section 6.10 to the contrary, consummation of the Transaction shall be permitted.

          6.11 Margin Stock. The Borrower will take all actions so that at all times the fair market value of all Margin Stock owned by the Borrower and its Subsidiaries (other than capital stock of the Borrower held in treasury) shall not exceed $5,000,000; provided that it shall not constitute a violation of this Section 6.11 if at any time the fair market value of all Margin Stock owned by the Borrower and its Subsidiaries (other than capital stock of the Borrower held in treasury) exceeds $5,000,000 so long as (x) all Margin Stock owned by the Pledge Parties (other than capital stock of the Borrower held in treasury) shall be pledged, and delivered for pledge, pursuant to the Pledge Agreement, (y) the Borrower will execute and deliver to the Lenders appropriate completed forms (including, without limitation, Forms G-3 and U-l, as appropriate) establishing compliance with Regulations T, U and X of the Board of Governors of the Federal Reserve System, and (z) the Borrower takes appropriate actions so that the fair market value of all Margin Stock owned by the Borrower and its Subsidiaries (other than capital stock of the Borrower held in treasury) does not exceed $5,000,000 within ninety (90) days (or such longer period not to exceed one year as may be necessary to comply with Rule 144 under the Securities Act, if applicable) of the date upon which the fair market value of the Margin Stock owned by the Borrower and its Subsidiaries first exceeded $5,000,000. So long as the covenant contained in the text of the first sentence of this Section 6.11 preceding the proviso contained in such sentence is complied with, all Margin Stock at any time owned by the Borrower and its Subsidiaries will not constitute Collateral and no security interest shall be granted therein pursuant to any Credit Document. If at any time any Margin Stock is required to be pledged as a result of the proviso contained in the first sentence of this Section 6.11, repayments of outstanding Obligations shall be required, and subsequent Credit Events shall be permitted, only in compliance with the applicable provisions of Regulations T, U and X of the Board of Governors of the Federal Reserve System.

          6.12 Special Covenant Regarding Cash Management Policy. The Borrower shall, and shall cause its Subsidiaries to, at all times comply with the cash management policy of the Borrower and its Subsidiaries delivered to the Administrative Agent on the Closing Date, without giving effect to any changes thereto, except to the extent such changes are not adverse to the interests of the Lenders or are otherwise required to ensure compliance with applicable law or regulation.

51

          6.13 PIK Requirements. On and after the date of the initial issuance of any Permitted Unsecured Debt, the Borrower shall pay interest owing on any outstanding Permitted Unsecured Debt solely through (x) the accretion of the principal amount thereof or (y) the issuance of additional notes evidencing Permitted Unsecured Debt, rather than in cash.

          6.14 Interest Rate Protection. No later than the 90th day after the Closing Date, the Borrower shall enter into, and for a minimum period of two years thereafter maintain, Interest Rate Agreements establishing a fixed or maximum interest rate acceptable to the Administrative Agent for an aggregate notional amount equal to at least 50% of the initial aggregate principal amount of both the A Term Loans and Initial B Term Loans incurred on the Closing Date.

          6.15 Maintenance of Company Separateness. (a) The Borrower will, and will cause each of its Subsidiaries to, satisfy customary Company formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting and the maintenance of Company offices and records.

          (b) The Borrower shall not permit any Non-Pledge Party Subsidiary, on the one hand, to have any rights to draw down, whether as a joint account party or otherwise, on any bank account of any Pledge Party, on the other hand.

          6.16 Further Assurances. Each Credit Party shall take such action and execute, acknowledge and deliver, and cause each of its Subsidiaries to take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as the Collateral Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement and the other Credit Documents, (ii) to obtain, maintain, continue, validate or perfect its first priority Liens on any of the Collateral or any other property of the Credit Parties, (iii) to establish and maintain the validity and effectiveness of any of the Credit Documents and the validity, perfection and priority of the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer and confirm unto the Collateral Agent for the ratable benefit of the Lenders the rights now or hereafter intended to be granted to the Collateral Agent for the ratable benefit of the Lenders under this Agreement or any other Credit Document.

          6.17 CoBank Capital. The Borrower will purchase such participation certificates in CoBank as CoBank may require from time to time in accordance with its bylaws. The Borrower hereby consents and agrees that the amount of any distributions with respect to its patronage with CoBank that are made in qualified written notices of allocation (as defined in 26 U.S.C. 1388) and that are received by the Borrower from CoBank, will be taken into account by the Borrower at their stated Dollar amounts whether the distribution be evidenced by a participation certificate or other form of written notice that such distribution has been made and recorded in the name of the Borrower on the records of CoBank.

          6.18 Post-Closing Security Perfection. The Borrower agrees to deliver or cause to be delivered such documents and instruments, and take or cause to be taken such actions, as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable to create,

52

maintain, effect, perfect, preserve, maintain and protect the security interests purported to be created by the Pledge Agreement described in Section 4.01(a)(ii) that are not so provided on the Closing Date and to satisfy each other condition precedent that was not actually satisfied, but rather deemed satisfied, on the Closing Date pursuant to the provisions set forth in Section 4.01, and in any event to provide such perfected security interests and to satisfy such other conditions within 30 days following the Closing Date.

          SECTION 7. Negative Covenants. The Borrower hereby covenants and agrees that until the Commitments have terminated, no Notes or Letters of Credit are outstanding and the Loans, together with interest, Fees and all other Obligations (other than any indemnities described in Section 11.12 which are not then owing) incurred hereunder, are paid in full:

          7.01 Changes in Business. (a) The Borrower will not permit at any time the business activities taken as a whole conducted by the Borrower and its Subsidiaries to be materially different from the business activities taken as a whole (including incidental activities) conducted by the Borrower and its Subsidiaries on the Closing Date after giving effect to the consummation of the Transaction and businesses reasonably related thereto (the “Business”).

          (b) Notwithstanding the foregoing, no Second-Tier Holdco will engage in any business or own any significant assets (other than its ownership of (x) equity interests of Subsidiaries existing on the date hereof or permitted to be created, established or acquired pursuant to the terms of this Agreement and (y) intercompany obligations owed to it and permitted to be extended by it pursuant to Section 7.06(c)) or have any liabilities (other than (x) those liabilities for which it is responsible under this Agreement and the other Credit Documents to which it is a party and (y) intercompany debt permitted to be incurred by it pursuant to Section 7.06(c)); provided that any Second-Tier Holdco may engage in those activities and incur related liabilities that are incidental to (x) the maintenance of its corporate existence in compliance with applicable law, (y) legal, tax and accounting matters in connection with any of the foregoing activities and (z) the entering into, and performing its obligations under, this Agreement and the other Credit Documents to which it is a party.

          7.02 Consolidation, Merger, Sale or Purchase of Assets, etc. The Borrower will not, and will not permit any Subsidiary to, wind up, liquidate or dissolve its affairs, or consummate any transaction of merger or consolidation (other than the Transaction), or convey, sell, lease or otherwise dispose of all or any part of its property or assets (other than (x) inventory or obsolete equipment or excess equipment no longer needed in the conduct of its business in the ordinary course of business or (y) pursuant to the Distribution Agreement) or make any Asset Sale or purchase, lease or otherwise acquire all or any part of the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials and equipment in the ordinary course of business) or agree to do any of the foregoing at any future time without a contingency relating to obtaining any required approval hereunder, except that the following shall be permitted:

          (a) (i) any Subsidiary may be merged or consolidated with or into, or be liquidated into, the Borrower or a Subsidiary Guarantor (so long as the Borrower or such Subsidiary Guarantor is the surviving corporation), or all or any part of its business, properties and assets may be conveyed, sold or transferred to the Borrower or any Subsidiary Guarantor,

53

and (ii) any Subsidiary that is not a Subsidiary Guarantor may be merged or consolidated with or into, or convey, sell or transfer its assets to, another Subsidiary that is not a Subsidiary Guarantor; provided that if the stock or other equity interests of either such Person were pledged pursuant to the Pledge Agreement, the stock or other equity interests of the surviving entity or the transferee entity, as the case may be, shall also be pledged pursuant to the Pledge Agreement; provided, further, that no such merger or consolidation otherwise permitted by this clause (a) between a Pledged Subsidiary and Non-Pledged Subsidiary, and no such conveyance, sale or transfer by a Pledged Subsidiary to a Non-Pledged Subsidiary, shall be permitted unless, after giving effect thereto, the Pro Forma EBITDA Test is satisfied;

          (b) Consolidated Capital Expenditures to the extent within the limitations set forth in Section 7.05;

          (c) the investments, acquisitions and transfers or dispositions of properties, shares and assets permitted pursuant to Section 7.06;

          (d) each of the Borrower and any Subsidiary may lease (as lessee) real or personal property in the ordinary course of business (so long as such lease does not create a Capitalized Lease Obligation not otherwise permitted by Section 7.04(c));

          (e) licenses or sublicenses by the Borrower and its Subsidiaries of intellectual property in the ordinary course of business; provided, that such licenses or sublicenses shall not interfere with the business of the Borrower or any Subsidiary;

          (f) (i) Excluded Asset Sales and (ii) additional sales or dispositions of assets, including Asset Sales, to the extent that the aggregate Net Cash Proceeds received from all such sales and dispositions permitted by this clause (f) after the Closing Date shall not exceed $10,000,000 in any fiscal year of the Borrower; provided that (x) each such sale or disposition pursuant to this clause (f) shall be in an amount at least equal to the fair market value thereof and for proceeds consisting of at least 85% cash and (y) the Net Cash Proceeds of any such sale are reinvested and/or applied as a mandatory repayment or commitment reduction to the extent required by Section 3.03(A)(b) or Section 2.03(d); provided, further, that the sale or disposition of the capital stock or other equity interests of any Subsidiary of the Borrower pursuant to this clause (f) shall be prohibited unless it is for all of the outstanding capital stock or other equity interests of such Subsidiary owned by the Borrower and its Subsidiaries;

          (g) Permitted Acquisitions may be consummated in accordance with the requirements of Section 6.10;

          (h) leases and subleases permitted under Section 7.03(d) and (g); and

          (i) Permitted Swap Transactions.

          7.03 Liens. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any such Subsidiary whether now owned or hereafter acquired, or sell any such property or assets subject to an

54

understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable or notes with recourse to the Borrower or any of its Subsidiaries) or assign any right to receive income, except:

          (a) Liens for taxes not yet delinquent or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Borrower) have been established in accordance with GAAP;

          (b) Liens in respect of property or assets of the Borrower or any of its Subsidiaries imposed by law which were incurred in the ordinary course of business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlord’s Liens, and other similar Liens arising in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of the Borrower or any of its Subsidiaries or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such Lien;

          (c) Liens created by or pursuant to this Agreement or the other Credit Documents;

          (d) Liens created pursuant to Capital Leases in respect of Capitalized Lease Obligations permitted by Section 7.04(c);

          (e) Liens arising from judgments, decrees or attachments and Liens securing appeal bonds arising from judgments, in each case in circumstances not constituting an Event of Default under Section 8.09;

          (f) Liens (other than any Lien imposed by ERISA) incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);

          (g) leases or subleases granted to others not interfering in any material respect with the business of the Borrower or any of its Subsidiaries;

          (h) easements, rights-of-way, restrictions, minor defects or irregularities in title and other similar charges or encumbrances not interfering in any material respect with the ordinary conduct of the business of the Borrower or any of its Subsidiaries;

          (i) Liens arising from precautionary UCC financing statement filings regarding operating leases entered into by the Borrower or any of its Subsidiaries in the ordinary course of business and statutory and common law landlords’ liens under leases to which the Borrower or any of its Subsidiaries is a party;

55

          (j) purchase money Liens securing payables arising from the purchase by the Borrower or any Subsidiary Guarantor of any equipment or goods in the normal course of business; provided that such payables shall not constitute Indebtedness;

          (k) any interest or title of a lessor under any lease permitted by this Agreement;

          (l) Liens in existence on, and which are to continue in effect after, the Closing Date which are listed, and the property subject thereto described in, Annex V, plus extensions and renewals of such Liens, provided that (x) the aggregate principal amount of the Indebtedness, if any, secured by such Liens does not increase from that amount outstanding at the time of any such extension or renewal and (y) any such extension or renewal does not encumber any additional assets or properties of the Borrower or any of its Subsidiaries;

          (m) Liens arising pursuant to purchase money mortgages or security interests securing Indebtedness representing the purchase price (or financing of the purchase price within 90 days after the respective purchase) of assets acquired by the Borrower or any Subsidiary after the Closing Date; provided that (i) any such Liens attach only to the assets so acquired, (ii) the Indebtedness secured by any such Lien does not exceed 100%, nor is less than 70%, of the lesser of the fair market value or purchase price of the property being purchased at the time of the incurrence of such Indebtedness and (iii) the Indebtedness secured by such Liens is permitted by Section 7.04(e);

          (n) Liens on property or assets acquired pursuant to a Permitted Acquisition, or on property or assets of a Person in existence at the time such Person is acquired pursuant to a Permitted Acquisition, in each case securing Permitted Acquired Debt; provided that (i) such Liens do not attach to the capital stock or other equity interests of any Subsidiary of the Borrower and (ii) such Liens existed prior to, and were not incurred in contemplation of, such Permitted Acquisition and do not attach to any other asset of the Borrower or any of its Subsidiaries; and

          (o) Liens on property or assets of a Person in existence at the time such Person is acquired pursuant to an Investment permitted under Section 7.06(l), in each case securing Indebtedness permitted under Section 7.04; provided that (i) such Liens do not attach to the capital stock or other equity interests of any Subsidiary of the Borrower (other than any capital stock or other equity interests not held by the Borrower or any of its Subsidiaries) and (ii) such Liens existed prior to, and were not incurred in contemplation of, such Investment and do not attach to any other asset of the Borrower or any of its Subsidiaries.

          7.04 Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except:

          (a) Indebtedness incurred pursuant to this Agreement and the other Credit Documents;

          (b) intercompany Indebtedness permitted by Section 7.06(c);

56

          (c) Capitalized Lease Obligations initially incurred after the Closing Date; provided that the aggregate Capitalized Lease Obligations outstanding at any time under all Capital Leases incurred in reliance on this clause (c) after the Closing Date, when added to the aggregate outstanding amount of Indebtedness incurred in reliance on Section 7.04(e), shall not exceed $75,000,000 at any time;

          (d) Indebtedness of the Borrower under Interest Rate Agreements entered into to protect it against fluctuations in interest rates in respect of Indebtedness otherwise permitted under this Agreement, so long as the entering into of such Interest Rate Agreements are bona fide hedging activities and are not for speculative purposes;

          (e) Indebtedness incurred pursuant to purchase money mortgages permitted by Section 7.03(m); provided that the aggregate outstanding amount of Indebtedness incurred in reliance on this clause (e), when added to the aggregate outstanding amount of all Capitalized Lease Obligations incurred in reliance on Section 7.04(c), shall not exceed $75,000,000 at any time;

          (f) Indebtedness under the Spinco Senior Notes or any securities issued in exchange therefor pursuant to any registered exchange offer;

          (g) Indebtedness (the “Scheduled Existing Indebtedness”) in existence on, and which is to continue in effect after, the Closing Date (excluding Intercompany Debt) and which is listed on Annex VI hereto, without giving effect to any subsequent extension, renewal or refinancing thereof, except as permitted pursuant to Section 7.04(i);

          (h) Indebtedness of the Borrower or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with Permitted Acquisitions or sales of assets permitted by this Agreement (so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person);

          (i) Permitted Refinancing Indebtedness, so long as no Default or Event of Default is in existence at the time of the incurrence thereof and immediately after giving effect thereto;

          (j) Permitted Unsecured Debt, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) 100% of the Net Cash Proceeds therefrom (except to the extent of any portion thereof applied to make a concurrent prepayment of Term Loans pursuant to, and in accordance with the requirements of, Section 3.02) are (x) applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.03(A)(c), 2.03(d) or 2.03(e), as the case may be (except to the extent such incurrence is permitted without a mandatory prepayment pursuant to Section 3.03(A)(c)), as the case may be and/or (y) concurrently used by the Borrower to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.02, (iii) calculations are made by the Borrower demonstrating compliance, on a Pro Forma Basis, with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of the respective issuance of Permitted Unsecured Debt, and (iv) the Borrower shall have furnished to

57

the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of preceding clauses (i), (ii) and (iii) and containing the calculations required by preceding clause (iii);

          (k) Indebtedness arising in connection with the consummation of the Transaction; provided any Indebtedness not required to be recorded on a financial statement prepared in accordance with GAAP in excess of $5,000,000 shall be set forth on Annex VI;

          (l) unsecured Indebtedness of the Borrower incurred under the Existing 2010 Senior Notes and the Existing 2010 Senior Notes Indenture, and of the Subsidiary Guarantors under guarantees of the obligations of the Borrower under the Existing 2010 Senior Notes Documents, in an aggregate principal amount not to exceed $2,100,000 (less the amount of any repayments of principal thereof after the Closing Date);

          (m) additional unsecured Indebtedness of the Borrower and the Subsidiary Guarantors not to exceed an aggregate outstanding principal amount of $25,000,000 at any time; provided that the Borrower and the Subsidiary Guarantors shall not be permitted to incur additional unsecured Indebtedness pursuant to this Section 7.04(m) to the extent that any Permitted Junior Capital is issued and remains outstanding (together with any accrued dividends or interest, as applicable, thereon) pursuant to Section 7.04(p) below;

          (n) Permitted Acquired Debt;

          (o) Indebtedness of the Borrower consisting of Permitted Letters of Credit; and

          (p) (i) Permitted Junior Capital issued on or after the nine-month anniversary of the Closing Date to Capgemini, U.S. LLC to fund the payment of expenses under the Transition Services Agreement in an aggregate amount, excluding any accrued dividends or interest, as applicable, thereon, not to exceed $50,000,000 and (ii) Permitted Junior Capital issued as interest or dividends in kind in respect of the Permitted Junior Capital issued pursuant to clause (i) above in an aggregate amount not to exceed $15,000,000, so long as, in each of clauses (i) and (ii) above, (1) 100% of any Net Cash Proceeds thereof are applied to fund the payment of expenses under the Transition Services Agreement, (2) interest and dividends thereon, as applicable, shall be payable in kind and not payable in cash, (3) the Final Cutover Date (as defined in the Transition Services Agreement) shall not have occurred on or prior to the nine-month anniversary of the Closing Date and (4) the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of preceding clauses (1), (2) and (3); provided that, to the extent the Permitted Junior Capital issued hereunder constitutes (a) Permitted Unsecured Debt, clauses (d) and (e)(i) of the definition thereof shall not be applicable, (b) Qualified Preferred Stock, clause (c) of the definition thereof shall not be applicable or (c) Disqualified Preferred Stock, the proviso in the definition thereof shall not be applicable.

          7.05 Capital Expenditures. The Borrower will not, and will not permit any of its Subsidiaries to, incur Consolidated Capital Expenditures in excess of:

58

          (a) (i) $240,000,000 for recurring Consolidated Capital Expenditures for the fiscal year ended December 31, 2008, (ii) $128,000,000 for conversion Consolidated Capital Expenditures for the fiscal year ended December 31, 2008, and (iii) $60,000,000 for one time DSL build-out related Consolidated Capital Expenditures for the fiscal year ended December 31, 2008;

          (b) $240,000,000 for the fiscal year ended December 31, 2009;

          (c) $240,000,000 for the fiscal year ended December 31, 2010;

          (d) $215,000,000 for the fiscal year ended December 31, 2011; and

          (e) $200,000,000 for the fiscal year ended December 31, 2012 and for any fiscal year of the Borrower thereafter;

provided that (1) the amount of Consolidated Capital Expenditures permitted in each fiscal year, as provided in each clause above, shall be reduced by any amount of any cash payments that are reclassified from capital expenditures to operating expenses and included in the calculation of Acquisition Adjustment pursuant to clause (B) of the definition thereof, (2) any unused amounts of Consolidated Capital Expenditures for any given fiscal year may be carried forward and incurred by the Borrower and its Subsidiaries prior to the end of the next succeeding fiscal year (but only after all amounts specified above for that succeeding fiscal year have been expended), and (3) Consolidated Capital Expenditures not exceeding $81,000,000 shall be permitted and shall not be applied against the amounts set forth above to the extent expended out of Restricted cash of the Borrower and its Subsidiaries on the Closing Date designated for such purpose.

          7.06 Advances, Investments and Loans. The Borrower will not, and will not permit any of its Subsidiaries to, lend money or credit or make advances to any Person (other than Excluded Intercompany Payables), or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to any Person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (each of the foregoing an “Investment” and, collectively, “Investments”), except:

          (a) the Borrower or any Subsidiary may invest in cash and Cash Equivalents;

          (b) the Borrower and any Subsidiary may acquire and hold receivables owing to them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms and/or reasonable extensions thereof;

          (c) the Borrower and its Qualified Subsidiaries may make intercompany loans and advances between and among one another (collectively, “Intercompany Loans”); provided that (i) each such Intercompany Loan shall be evidenced by an Intercompany Note which, if held by a Pledge Party, shall be pledged to the Collateral Agent as, and to the extent required by, the Pledge Agreement, (ii) each Intercompany Loan made pursuant to this clause (c) shall be subject to subordination as, and to the extent required by, the Intercompany Subordination Agreement (giving effect to exceptions required by applicable law or regulation as contemplated thereby)

59

and (iii) any Intercompany Loan made pursuant to this clause (c) shall cease to be permitted hereunder if the obligor or obligee thereunder ceases to be the Borrower or a Qualified Subsidiary as contemplated above;

          (d) loans and advances to officers, directors and employees in the ordinary course of business for relocation purposes and/or the purchase from the Borrower of the capital stock (or options or warrants relating thereto) of the Borrower and otherwise in an aggregate principal amount not to exceed $2,500,000 at any time outstanding shall be permitted;

          (e) the Borrower and each Subsidiary may acquire and own investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business;

          (f) Interest Rate Agreements entered in compliance with Section 7.04(d) shall be permitted;

          (g) Investments in existence on the Closing Date (excluding Intercompany Debt), without giving effect to any additions thereto or replacements thereof, shall be permitted;

          (h) the Borrower and each Qualified Subsidiary may make capital contributions (including by way of the capitalization of an Intercompany Loan) (i) to any of their respective Subsidiaries, to the extent a Subsidiary Guarantor and (ii) to any Qualified Subsidiary that is not a Subsidiary Guarantor, so long as, in the case of this subclause (ii), (x) no Default or Event of Default has occurred and is continuing at the time of the respective contribution and (y) in the case of any contribution to a Qualified Subsidiary of the type referred to in clause (iii) of the definition thereof, the Pro Forma EBITDA Test is satisfied;

          (i) the Borrower and its Subsidiaries may (x) establish and/or create Subsidiaries in accordance with the provisions of Section 7.07 and (y) make Investments therein as otherwise provided in this Section 7.06;

          (j) Permitted Acquisitions may be consummated in accordance with the requirements of Section 6.10;

          (k) the Borrower and its Subsidiaries may acquire and hold investments consisting of non-cash consideration received from sales of assets effected in accordance with the requirements of Section 7.02(f);

          (l) the Borrower and its Subsidiaries may from time to time make additional Investments in an amount (in the case of a non-cash Investment, taking the fair market value of the asset so invested (as determined in good faith by the Board of Directors of the Borrower)) not to exceed the amount of Cumulative Distributable Cash at such time (determined as of the date of the making of such Investment, after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment), so long as (i) no Default or Event of Default is then in existence or would exist immediately after giving effect thereto, (ii) no Dividend Suspension Period is then in effect, (iii) on the date such Investment is made, the sum

60

of (x) the Total Unutilized Revolving Commitment then in effect plus (y) the aggregate amount of all Unrestricted Cash and Cash Equivalents of the Borrower and the Subsidiary Guarantors at such time shall be equal to or greater than $25,000,000 and (iv) the Borrower shall have delivered an officer’s certificate on the date of the proposed Investment certifying that the Cumulative Distributable Cash on such date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Investment) exceeds the aggregate amount of the proposed Investment;

          (m) Investments made in connection with the consummation of the Transaction;

          (n) the Borrower may make purchases of fractional shares of Borrower Common Stock (and make related Investments) arising out of stock dividends, splits or combinations or business combinations; and

          (o) so long as no Default or Event of Default then exists or would exist immediately after giving effect to the respective Investment, the Borrower and its Subsidiaries may make Investments not otherwise permitted by clauses (a) through (n) of this Section 7.06 in an aggregate amount not to exceed $37,500,000 (determined without regard to any write-downs or write-offs thereof), net of cash payments of principal in the case of loans and cash equity returns (whether as a distribution, dividend or redemption) or a return in the form of an asset distribution (based on the fair market value of the distributed asset as determined in good faith by senior management of the Borrower) in the case of equity investments.

          7.07 Limitation on Creation of Subsidiaries. (a) Except as otherwise specifically provided in immediately succeeding clause (b) and in connection with the Transaction, the Borrower will not, and will not permit any Subsidiary to, establish, create or acquire any Subsidiary; provided that the Borrower and its Subsidiaries shall be permitted to establish, create or acquire Wholly-Owned Subsidiaries (or 90%-Owned Subsidiaries in the case of Telcos or Carrier Services Companies), so long as (i) 100% of the capital stock or other equity interests of such new Subsidiary (if a Parent Company) or at least 90% of the capital stock or other equity interests of such new Subsidiary (if a Telco or a Carrier Services Company) is pledged pursuant to the Pledge Agreement (provided that the stock or other equity interests of any new Telco or Carrier Services Company acquired or created pursuant to a Permitted Acquisition shall not have to be pledged if such pledge is prohibited by applicable law, rule or regulation and, after giving effect to the acquisition or creation thereof, the Pro Forma EBITDA Test is satisfied) and the certificates representing such stock or other equity interests, together with transfer powers duly executed in blank, are delivered to the Collateral Agent, (ii) such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement, the Subsidiary Guaranty (in the case of a new First-Tier Subsidiary) and the Pledge Agreement (in the case of a new Parent Company), in each case on the same basis (and to the same extent) as such Subsidiary would have executed such Credit Documents if it were a Credit Party on the Closing Date, and (iii) such new Subsidiary takes all action in connection therewith as would otherwise have been required to be taken pursuant to Section 4 if such new Subsidiary had been a Credit Party on the Closing Date.

61

          (b) In addition to Subsidiaries of the Borrower created pursuant to preceding clause (a), the Borrower and its Subsidiaries may establish, acquire or create, and make Investments in, Non-Wholly Owned Subsidiaries after the Closing Date as a result of Permitted Acquisitions (subject to the limitations contained in the definition thereof) and Investments expressly permitted to be made pursuant to Section 7.06; provided that (i) all of the capital stock or other equity interests of each such Non-Wholly Owned Subsidiary owned by a Pledge Party shall be pledged by any Pledge Party which owns same as, and to the extent, required by the Pledge Agreement, (ii) such new Subsidiary executes a counterpart of the Intercompany Subordination Agreement and (iii) in the case of the creation or acquisition of a new Telco or Carrier Services Company pursuant to a Permitted Acquisition in circumstances where the capital stock or other equity interests of such Telco or Carrier Services Company are not permitted by applicable law, rule or regulation to be pledged and are not to be pledged under the Pledge Agreement, the Pro Forma EBITDA Test is satisfied.

          7.08 Modifications. The Borrower will not, and will not permit any of its Subsidiaries to:

          (a) amend or modify (or permit the amendment or modification of) any provisions of any Permitted Acquired Debt, any Existing 2010 Senior Notes Document, any Scheduled Existing Indebtedness and, on and after the execution, delivery and/or incurrence thereof, any Spinco Senior Notes and any agreements or instruments relating to any other Permitted Junior Capital or any other Permitted Refinancing Indebtedness, in any such case other than amendments or modifications that are not in any way adverse to the interests of the Lenders; provided that in no event shall any amendment to the foregoing (i) increase the applicable interest rate, (ii) shorten the maturity date from that theretofore in effect, (iii) modify or change any subordination provisions contained therein or (iv) make any covenant more restrictive than previously existed thereunder;

          (b) amend or modify (or permit the amendment or modification of) the Transition Services Agreement other than amendments or modifications related to the provision of transition services where such amendments or modifications are (i)(A) in the case of material amendments or modifications as determined by the Borrower in its good faith judgment, furnished to the Administrative Agent no later than four Business Days after the effectiveness thereof (it being understood that compliance with Section 6.01(f) shall constitute compliance with this Section 7.08(b)(i)(A)) and (B) in the case of immaterial amendments or modifications as determined by the Borrower in its good faith judgment, furnished to the Administrative Agent at the time of delivery of the next Compliance Certificate pursuant to Section 6.01(d) with respect to the quarter in which such amendment became effective and (ii) not in any way materially adverse to the interests of the Lenders; and/or

          (c) amend, modify or change in any manner adverse to the interests of the Lenders the organizational documents (including by-laws) of any Pledge Party (including, without limitation, by the filing or modification of any certificate or articles of designation, other than any certificate of designation relating to Disqualified Preferred Stock or Qualified Preferred Stock issued as permitted herein), any agreement entered into by the Borrower with respect to its capital stock, or enter into any new agreement in any manner adverse to the interests of the

62

Lenders with respect to the capital stock of the Borrower (in each case other than an agreement governing Disqualified Preferred Stock or Qualified Preferred Stock issued as permitted herein).

          7.09 Restricted Payments, Etc. (a) The Borrower will not, and will not permit any of its Subsidiaries to, make any Restricted Payment, except that:

          (i) (x) any Subsidiary of the Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower (including by way of conversion of intercompany payables) and (y) any Non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its shareholders generally, so long as the Borrower or its respective Subsidiary which owns the equity interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests of such Subsidiary);

          (ii) the Borrower may redeem or repurchase shares of Borrower Common Stock (or options, warrants and/or appreciation rights in respect thereof) from shareholders, officers, employees, consultants and directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise in accordance with any shareholder agreement, stock option plan or any employee stock ownership plan; provided that (x) no Default or Event of Default is then in existence or would arise therefrom and (y) the aggregate amount of all cash paid in respect of all such shares, options, warrants and rights so redeemed or repurchased in any calendar year, does not exceed $5,000,000;

          (iii) the Borrower may declare and pay Dividends to the holders of Borrower Common Stock (including by way of the repurchase of outstanding shares of Borrower Common Stock) in an amount not to exceed the amount of Cumulative Distributable Cash (determined as of the Dividend Calculation Date), so long as with respect to the declaration and payment of Dividends (other than Excluded Dividend Payments) (A) no Default or Event of Default is then in existence or would exist immediately after giving effect thereto, (B) no Dividend Suspension Period is then in effect, (C) the Minimum Liquidity Condition is satisfied at such time (before and after giving effect to the respective Dividend) and (D) the Borrower shall have delivered an officer’s certificate on the date of the proposed Dividend certifying that the Cumulative Distributable Cash on such date (after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Dividend) exceeds the aggregate amount of the proposed Dividend;

          (iv) subject to the subordination provisions of the respective agreements governing the respective issuance of Permitted Unsecured Debt and so long as no Default or Event of Default then exists or would result therefrom, the Borrower may pay regularly scheduled interest on each issuance of Permitted Unsecured Debt through the issuance of Permitted Unsecured Debt (but not in cash) as and when due in accordance with the terms of the instruments and agreements governing the respective Permitted Unsecured Debt;

          (v) Indebtedness may be refinanced with the proceeds of Permitted Refinancing Indebtedness in accordance with the requirements of the definition thereof, so long as no Default

63

or Event of Default is in existence at the time of the incurrence of such Permitted Refinancing Indebtedness and immediately after giving effect thereto;

          (vi) the Transaction shall be permitted to be consummated in accordance with the Merger Agreement, the Distribution Agreement and the relevant requirements of this Agreement;

          (vii) the Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement (giving effect to the exceptions required by applicable regulatory law as contemplated thereby);

          (viii) so long as no Default or Event of Default exists or would result therefrom, the Borrower may pay regularly accruing Dividends on its Disqualified Preferred Stock issued pursuant to Section 7.13(d) in cash and/or through the issuance of additional shares of Disqualified Preferred Stock in accordance with the terms of the documentation governing the same;

          (ix) the Borrower may pay regularly accruing Dividends with respect to Qualified Preferred Stock through the issuance of additional shares of Qualified Preferred Stock (but not in cash) in accordance with the terms of the documentation governing the same;

          (x) the Borrower and each of its Subsidiaries may pay Dividends to the Borrower and its Subsidiaries, as applicable, in accordance with tax sharing arrangements entered into among the Borrower and its Subsidiaries;

          (xi) Existing 2010 Senior Notes not repurchased in connection with the Tender Offer and Consent Solicitation therefor may from time to time be redeemed in accordance with the terms of the respective indenture therefor and/or repurchased on the open-market, so long as (I) the aggregate amount of cash expended by the Borrower to effect such repurchases or redemptions shall not exceed the sum of (A) the principal amount of the Indebtedness so repurchased or redeemed plus (B) the amount of accrued but unpaid interest on the Indebtedness so repurchased or redeemed through the respective date of repurchase or redemption plus (C) any required premium payable in connection with such repurchase or redemption, (II) no Default or Event of Default then exists or would result therefrom (or, in the case of any redemption of Existing 2010 Senior Notes pursuant to the Existing 2010 Senior Notes Indenture, no Default or Event of Default under Section 8.01 or 8.05 then exists or would result therefrom), (III) all such Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the purchaser thereof, and (IV) at the time of any delivery of an irrevocable notice of redemption pursuant to the Existing 2010 Senior Notes Indenture, no Default or Event of Default then exists;

          (xii) the Borrower may redeem or repurchase shares of Sunflower Telephone Company, Inc. held by third-party investors, so long as (x) no Default or Event of Default then exists or would exist immediately after giving effect thereto and (y) the aggregate amount of all cash paid in respect of all redemptions and/or repurchases pursuant to this clause (xii) does not exceed $250,000;

64

          (xiii) the Borrower may make purchases of fractional shares of Borrower Common Stock arising out of stock dividends, splits or combinations or business combinations;

          (xiv) the Borrower may redeem shares of Qualified Preferred Stock or Disqualified Preferred Stock or repurchase or refinance any Permitted Unsecured Debt with the proceeds of any issuance of Permitted Junior Capital not required to be applied to repay Term Loans pursuant to Section 3.03(A)(c);

          (xv) the Borrower may pay, redeem or repurchase Permitted Junior Capital issued pursuant to Section 7.04(p) at any time, so long as at the time of such payment, redemption or repurchase, the Leverage Ratio is less than 4.50:1.00; and

          (xvi) the Borrower may pay consent or similar fees related to amendments to the indenture governing the Spinco Senior Notes;

provided that, notwithstanding clause (iii) of this Section 7.09(a), regular quarterly Dividends to the holders of Borrower Common Stock (by way of cash payment and not including the repurchase of outstanding shares of Borrower Common Stock) payable for the fiscal quarter in which the Closing Date occurs and the first and second full fiscal quarters following the Closing Date, consistent with past practices, shall be permitted so long as the amount of such Dividends does not to exceed $50,000,000 in the aggregate (the “Excluded Dividend Payments”); provided, further that the per share dividend amount payable by the Borrower (after taking into account any stock split or stock dividend) may not be increased except during an Applicable Leverage Ratio Period.

          (b) The Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist (other than as a result of a requirement of law) any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (B) the ability of any Subsidiary to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than (for purposes of clauses (A) and (B)) prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) law, order, regulation, or ruling applicable to the Borrower or such Subsidiary; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capita1 stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; (v) Liens permitted under Sections 7.03(d), (m) and/or (n) and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens; provided that such prohibitions or restrictions apply only to the assets subject to such Liens; (vi) any agreement or instrument governing Permitted Acquired Debt, to the extent such restriction or encumbrance (x) is not applicable to any Person or the properties or assets of any Person (other than the Person or the properties or assets of the Person acquired pursuant to the respective Permitted Acquisition) and (y) was not created (or made more restrictive) in connection with or in anticipation of the respective Permitted

65

Acquisition; (vii) restrictions applicable to any Non-Wholly Owned Subsidiary existing at the time of the acquisition thereof as a result of an Investment pursuant to Section 7.06 or a Permitted Acquisition effected in accordance with Section 6.10; provided that the restrictions applicable to such joint venture are not made more burdensome, from the perspective of the Borrower and its Subsidiaries, than those as in effect immediately before giving effect to the consummation of the respective Investment or Permitted Acquisition; and (viii) on and after the execution and delivery thereof, any agreements or instruments relating to any Permitted Unsecured Debt.

          7.10 Transactions with Affiliates. The Borrower will not, and will not permit any Subsidiary to, enter into any transaction or series of transactions after the Closing Date whether or not in the ordinary course of business, with any of its Affiliates other than on terms and conditions substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the foregoing restrictions shall not apply to (i) transactions solely among Pledge Parties and their 90%-Owned Subsidiaries, (ii) employment arrangements (including severance and related arrangements) entered into in the ordinary course of business with officers of the Borrower and its Subsidiaries, (iii) customary fees paid to members of the Board of Directors of the Borrower and of its Subsidiaries, (iv) arrangements with directors, officers and employees not otherwise prohibited by this Agreement, (v) Restricted Payments made by the Borrower to the extent permitted by Section 7.09(a) and (vi) the Transaction.

          7.11 Interest Coverage Ratio. The Borrower will not permit the Interest Coverage Ratio for any Test Period ending on the last day of any fiscal quarter of the Borrower to be less than 2.50:1.00.

          7.12 Leverage Ratio. The Borrower will not permit the Leverage Ratio determined as at the end of any full fiscal quarter of the Borrower ending after the Closing Date to exceed 5.50:1.00.

          7.13 Limitation On Issuance of Equity Interests. (a) The Borrower will not, and will not permit any of its Subsidiaries to, issue (i) any Preferred Stock or any options, warrants or rights to purchase Preferred Stock (other than Preferred Stock issued in accordance with Section 7.13(c) or (d) below) or (ii) any redeemable common equity interests unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Required Lenders in their sole discretion.

          (b) The Borrower will not permit any of its Subsidiaries, directly or indirectly, to issue any shares of such Subsidiary’s capital stock, securities or other equity interests (or warrants, rights or options to acquire shares or other equity interests), except (i) for replacements of then outstanding shares of capital stock or other equity interests, (ii) for stock splits, stock dividends and similar issuances which do not decrease the percentage ownership of the Borrower and its Subsidiaries taken as a whole in any class of the capital stock or other equity interests of such Subsidiary, (iii) Subsidiaries formed after the Closing Date pursuant to Section 7.07 may issue capital stock or other equity interests in accordance with the requirements of Section 7.07 and (iv) to qualify directors to the extent required by applicable law.

66

          (c) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 7.09(a)(ix) and (y) with respect to each other issue of Qualified Preferred Stock, so long as the Borrower receives reasonably equivalent consideration therefor (as determined in good faith by the Borrower).

          (d) The Borrower may issue Disqualified Preferred Stock, so long as (i) no Default or Event of Default then exists or would result from the issuance thereof, (ii) 100% of the Net Cash Proceeds therefrom are (x) applied as a mandatory repayment and/or commitment reduction in accordance with the requirements of Section 3.03(A)(c) or 2.03(d) or (e), as the case may be, (y) used to effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or (z) concurrently used by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.02 and/or (II) to redeem and/or refinance Permitted Junior Capital in an aggregate principal amount or liquidation preference, as applicable, equal to the aggregate principal amount or liquidation preference, as applicable, of RF Loans and/or Permitted Junior Capital, as the case may be, actually incurred or issued by the Borrower to finance a Permitted Acquisition or Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any) in the 364-day period prior to such issuance of Disqualified Preferred Stock, (iii) calculations are made by the Borrower demonstrating compliance, on a Pro Forma Basis, with the covenants contained in Sections 7.11 and 7.12 for the Calculation Period most recently ended prior to the date of such issuance of Disqualified Preferred Stock and (iv) the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of preceding clauses (i), (ii) and (iii) and containing the calculations required by preceding clause (iii).

          (e) The Borrower may issue Permitted Junior Capital in accordance with Section 7.04(p).

          7.14 Designated Senior Debt. The Borrower shall not designate any Indebtedness (other than the Obligations) as “Designated Senior Debt” or “Designated Guarantor Senior Debt” for purposes of, on and after the execution, delivery and/or incurrence thereof, any agreements or instruments relating to any Permitted Unsecured Debt or any Permitted Refinancing Indebtedness in respect thereof.

          SECTION 8. Events of Default. Upon the occurrence of any of the following specified events (each, an “Event of Default”):

          8.01 Payments. The Borrower shall (i) default in the payment when due of any principal of the Loans or (ii) default, and such default shall continue for five or more Business Days, in the payment when due of any interest on the Loans or any Fees or any other amounts owing hereunder or under any other Credit Document; or

          8.02 Representations, etc. Any representation, warranty or statement made by any Credit Party herein or in any other Credit Document or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made; or

67

          8.03 Covenants. Any Credit Party shall (a) default in the due performance or observance by it of any term, covenant or agreement contained in Section 6.05, 6.09, 6.10, 6.12 or 7, or (b) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in Section 8.01, 8.02 or clause (a) of this Section 8.03) contained in this Agreement and such default shall continue unremedied for a period of at least 30 days after written notice to the Borrower by the Administrative Agent or the Required Lenders; or

          8.04 Default Under Other Agreements. (a) The Borrower or any of its Subsidiaries shall (i) default in any payment with respect to any Indebtedness (other than the Obligations) beyond the period of grace, if any, applicable thereto or (ii) default in the observance or performance of any agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, any such Indebtedness to become due prior to its stated maturity; or (b) any such Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable (or shall be required to be prepaid as a result of a default thereunder or of an event of the type that constitutes an Event of Default) prior to the stated maturity thereof; provided that it shall not constitute an Event of Default pursuant to this Section 8.04 unless the aggregate principal amount of all Indebtedness referred to in clauses (a) and (b) above (without duplication) exceeds $20,000,000 in the aggregate at any one time; or

          8.05 Bankruptcy, etc. The Borrower or any Material Subsidiary shall commence a voluntary case concerning itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against the Borrower or any of its Material Subsidiaries and the petition is not controverted within 20 days, or is not dismissed within 60 days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or substantially all of the property of the Borrower or any of its Material Subsidiaries; or the Borrower or any of its Material Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any of its Material Subsidiaries; or there is commenced against the Borrower or any of its Material Subsidiaries any such proceeding which remains undismissed for a period of 60 days; or the Borrower or any of its Material Subsidiaries is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower or any of its Material Subsidiaries suffers any appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for a period of 60 days; or the Borrower or any of its Material Subsidiaries makes a general assignment for the benefit of creditors; or any Company action is taken by the Borrower or any of its Material Subsidiaries for the purpose of effecting any of the foregoing; or

          8.06 ERISA. An event which meets all of the requirements under (a), (b) and (c) of this Section: (a) Any Plan or Multiemployer Plan shall fail to satisfy the minimum funding

68

standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, a Reportable Event shall have occurred, a contributing sponsor (as defined in Section 4001 (a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(l) thereof) and an event described in subsection .62, .63, .64, ..65, .66, .67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur with respect to such Plan within the following 30 days, any Plan which is subject to Title IV of ERISA shall have had or is likely to have a trustee appointed to administer such Plan, any Plan or Multiemployer Plan which is subject to Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject of termination proceedings under ERISA, any Plan shall have an Unfunded Current Liability, a contribution required to be made with respect to a Plan or Multiemployer Plan has not been timely made, the Borrower or any Subsidiary or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Plan or Multiemployer Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971 or 4975 of the Code or on account of a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code, or the Borrower or any Subsidiary has incurred or is likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or Plans; (b) there shall result from any such event or events the imposition of a lien, the granting of a security interest, or a liability or a material risk of incurring a liability; and (c) such lien, security interest or liability, individually, or in the aggregate, in the opinion of the Required Lenders, has had, or is reasonably likely to have, a Material Adverse Effect; or

          8.07 Pledge Agreement. (a) Except in each case to the extent resulting from the negligent or willful failure of the Collateral Agent to continue to hold certificated Collateral under the Pledge Agreement, the Pledge Agreement shall cease to be, in any material respect, in full force and effect, or shall cease, in any material respect, to give the Collateral Agent the Liens, powers and privileges purported to be created thereby in favor of the Collateral Agent, or

          (b) any Pledge Party shall default in the due performance or observance of any material term, covenant or agreement on its part to be performed or observed pursuant to the Pledge Agreement and such default shall continue for 15 or more days after written notice to the respective Pledge Party by the Administrative Agent; or

          8.08 Subsidiary Guaranty. The Subsidiary Guaranty of any Subsidiary Guarantor or any material provision thereof shall cease to be in full force and effect, or any Subsidiary Guarantor or any Person acting by or on behalf of such Subsidiary Guarantor shall deny or disaffirm such Subsidiary Guarantor’s obligations under the Subsidiary Guaranty; or

          8.09 Judgments. One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving a liability (to the extent not paid or covered by insurance) in excess of $20,000,000 in the aggregate for all such judgments and decrees for the Borrower and its Subsidiaries and all such judgments and decrees in excess of such amount shall

69

not have been vacated, discharged or stayed or bonded pending appeal within 60 days from the entry thereof; or

          8.10 Change of Control. Any Change of Control occurs;

then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent shall, upon the written request of the Required Lenders, by written notice to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Letter of Credit Issuer, the Swingline Lender or any Lender to enforce its claims against any Credit Party, except as otherwise specifically provided for in this Agreement (provided that, if an Event of Default specified in Section 8.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and all Obligations owing hereunder (including Unpaid Drawings) to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (iii) enforce, as Collateral Agent (or direct the Collateral Agent to enforce), any and all of the Liens and rights created pursuant the Pledge Agreement; (iv) terminate any Letter of Credit which may be terminated in accordance with its terms; (v) direct the Borrower to pay (and the Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 8.05 in respect of the Borrower, it will pay) to the Collateral Agent at the Payment Office such additional amounts of cash and/or Cash Equivalents, to be held in a cash collateral account as security for the Borrower’s reimbursement obligations in respect of Letters of Credit then outstanding equal to the aggregate Stated Amount of all Letters of Credit then outstanding (less any amount thereof as to which Section 1A.01(c) Arrangements are in place); and (vi) apply any cash collateral held by the Administrative Agent as provided in Section 3.03(A)(a) to the repayment of the Obligations.

          SECTION 9. Definitions. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms in this Agreement shall include in the singular number the plural and in the plural the singular:

          “Acquired Person” shall have the meaning provided in the definition of “Permitted Acquisition.”

          “Acquisition Adjustment” shall mean, (A) an amount, not to exceed $61,000,000 in the aggregate, equal to the sum, without duplication (but only to the extent deducted in determining Consolidated Net Income for such period), of (i) training, conversion of data and any other items expensed in relation to systems stand-up/conversion arising solely from the Transaction, (ii) one-time expenses related to the recruitment of employees hired within three hundred and sixty (360) days of the Closing Date and (iii) expenses related to (1) auditing, tax and compliance with the Sarbanes-Oxley Act of 2002, (2) marketing and community relations, (3) investor relations and (4) any other consulting, contract services or legal expenses, for each of (1), (2), (3) and (4) above that would not have occurred absent the Merger and accrued within

70

three hundred and sixty (360) days of the Closing Date, (B) an amount, not to exceed $15,000,000 in the aggregate, equal to (but only to the extent deducted in determining Consolidated Net Income for such period) any cash payments that are reclassified from capital expenditures to operating expenses due to changes in the Borrower’s accounting policies, and (C) an amount, not to exceed $34,000,000 in the aggregate, equal to (but only to the extent deducted in determining Consolidated Net Income for such period) the data conversion costs related to the set-up of the Transition Services Agreement incurred in any one fiscal quarter after the Closing Date.

          “Adjusted Consolidated EBITDA” shall mean, for any period, Consolidated Net Income for such period adjusted by (A) adding thereto, an amount equal to the sum, without duplication (but only to the extent deducted in determining Consolidated Net Income for such period), of: (i) provisions for taxes based on income, (ii) Consolidated Interest Expense, (iii) amortization and depreciation expense (including any amortization or write-off related to the write-up of any assets as a result of purchase accounting and the write-off of deferred financing costs), (iv) losses on sales of assets (excluding sales in the ordinary course of business) and other extraordinary losses, (v) the non-cash portion of any retirement or pension plan expense incurred by the Borrower or any of its Subsidiaries, (vi) all one-time cash costs and expenses paid with respect to advisory services, financing sources and other advisors retained prior to the Closing Date with respect to the Transaction during such period, (vii) expenses incurred under the Transition Services Agreement during such period, provided, that such expenses are paid on or prior to the date that is 15 months after the Closing Date, (viii) any other non-cash charges (including non-cash costs arising from implementation of SFAS 106 and SFAS 109) accrued by the Borrower and its Subsidiaries during such period (except to the extent any such charge will require a cash payment in a future period), and (ix) the Acquisition Adjustment for such period, and (B) subtracting therefrom, an amount equal to the sum, without duplication (but only to the extent included in determining Consolidated Net Income for such period), of: (i) gains on sales of assets (excluding sales in the ordinary course of business) and other extraordinary gains and (ii) all non-cash gains and non-cash income accrued by the Borrower and its Subsidiaries during such period, all as determined for the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP. Notwithstanding the foregoing, for purposes of determining the Leverage Ratio and Interest Coverage Ratio, Adjusted Consolidated EBITDA shall be determined on a Pro Forma Basis. For the avoidance of doubt, it is understood and agreed that, to the extent any net income (or loss) of any Subsidiary is excluded from the calculation of Consolidated Net Income in accordance with the definition thereof contained herein, any add-backs to, or deductions from, Consolidated Net Income in determining Adjusted Consolidated EBITDA as provided above shall be calculated in a fashion consistent with the limitations and/or exclusions provided in the definition of Consolidated Net Income contained herein.

          “Adjusted Total Available Revolving Commitment” shall mean, at any time, the Total Revolving Commitment at such time less the aggregate Available Revolving Commitments of all Defaulting Lenders at such time.

          “Administrative Agent” shall have the meaning provided in the first paragraph of this Agreement and shall include any successor to the Administrative Agent appointed pursuant to Section 10.10.

71

          “Affected Loans” shall have the meaning provided in Section 3.03(B).

          “Affiliate” shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors (or equivalent governing body) of such Person or (ii) to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise.

          “Agents” shall have the meaning provided in the first paragraph of this Agreement.

          “Agreement” shall mean this Credit Agreement, as modified, amended, restated and/or supplemented.

          “Anticipated Reinvestment Amount” shall mean, with respect to any Reinvestment Election, the amount specified in the Reinvestment Notice delivered by the Borrower in connection therewith as the amount of the Net Cash Proceeds from the related Asset Sale that the Borrower intends to use to finance one or more Permitted Acquisitions within 540 days.

          “Applicable Base Rate Margin” shall mean (i) in the case of A Term Loans, 1.50%, (ii) in the case of B Term Loans and the Delayed-Draw B Term Loans, 1.75%, (iii) in the case of Swingline Loans, (A) through the date of delivery of financial statements for the first full fiscal quarter after the Closing Date, 1.75% and (B) thereafter, the Applicable Base Rate Margin, based on the Leverage Ratio of the Borrower, as set forth below, and (iv) in the case of the RF Loans (X) through the date of delivery of financial statements for the first full fiscal quarter after the Closing Date, 1.75% and (Y) thereafter, the Applicable Base Rate Margin, based on the Leverage Ratio of the Borrower, as set forth below.

	Applicable Base Rate Margin for
Leverage Ratio	RF Loans and Swingline Loans
Greater than or equal to 3.0:1.0		1.75%
Less than 3.0:1.0		1.50%

          “Applicable Eurodollar Margin” shall mean (i) in the case of A Term Loans, 2.50%, (ii) in the case of B Term Loans and the Delayed-Draw B Term Loans, 2.75%, (iii) in the case of Swingline Loans, (A) through the date of delivery of financial statements for the first full fiscal quarter after the Closing Date, 2.75% and (B) thereafter, the Applicable Eurodollar Margin, based on the Leverage Ratio of the Borrower, as set forth below and (iv) in the case of

72

the RF Loans (X) through the date of delivery of financial statements for the first full fiscal quarter after the Closing Date, 2.75% and (Y) thereafter, the Applicable Eurodollar Margin, based on the Leverage Ratio of the Borrower, as set forth below.

	Applicable Eurodollar Margin for
Leverage Ratio	RF Loans and Swingline Loans
Greater than or equal to 3.0:1.0		2.75	%
Less than 3.0:1.0		2.50	%

          “Applicable Leverage Ratio Period” shall mean (i) the period from the Applicable Leverage Ratio Period Start Date until the Applicable Leverage Ratio Period End Date, if any, and (ii) if the Applicable Leverage Ratio Period End Date has occurred, the period from and after the fifth anniversary of the Applicable Leverage Ratio Period Start Date.

          “Applicable Leverage Ratio Period Start Date” shall mean the first day of the fiscal quarter in which the Borrower has delivered three consecutive Compliance Certificates pursuant to Section 6.01(d), each demonstrating that the Leverage Ratio as at the last day of the immediately preceding fiscal quarter of the Borrower covered by such Compliance Certificate was less than or equal to 3.50:1.00.

          “Applicable Leverage Ratio Period End Date” shall mean the last day of the fiscal quarter immediately preceding the fiscal quarter in which the Borrower has delivered three consecutive Compliance Certificates pursuant to Section 6.01(d), each demonstrating that the Leverage Ratio as at the last day of the immediately preceding fiscal quarter of the Borrower covered by such Compliance Certificate was greater than 4.00:1.00, so long as such third consecutive Compliance Certificate is delivered with respect to a fiscal quarter ending on or prior to the second anniversary of the Applicable Leverage Ratio Period Start Date; provided that if following the Applicable Leverage Ratio Period Start Date, the Borrower (i) shall have delivered two consecutive Compliance Certificates pursuant to Section 6.01(d), each demonstrating that the Leverage Ratio as at the last day of the immediately preceding fiscal quarter of the Borrower covered by such Compliance Certificate was greater than 4.00:1.00, and (ii) shall have failed to deliver a Compliance Certificate as required by Section 6.01(d) with respect to the next succeeding fiscal quarter of the Borrower thereafter, the Applicable Leverage Ratio Period End Date shall occur on the last day of the fiscal quarter immediately preceding the date of the required delivery of such Compliance Certificate.

          “Applicable Payment Fee” shall mean (i) in the case of the B Term Loans an amount equal to the sum of the amount of the B Term Loans being paid at any time multiplied by, (A) from and after the Closing Date through and including the first anniversary of the Closing Date, 2.00%, (B) after the first anniversary of the Closing Date through and including the second anniversary of the Closing Date, 1.00% and (C) thereafter, 0.00%, (ii) in the case of the A Term Loans, $0 and (iii) in the case of the RF Loans, $0.

73

          “Approved Electronic Communications” shall mean each notice, demand, communication, information, document and other material that any Credit Party is obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Credit Document or the transactions contemplated therein, including (a) any written contractual obligation delivered or required to be delivered in respect of any Credit Document or the transactions contemplated therein and (b) any financial statement, financial and other report, notice, request, certificate and other information material; provided, however, that, “Approved Electronic Communication” shall exclude (i) any Notice of Borrowing, Notice of Conversion/Continuation and any other notice, demand, communication, information, document and other material relating to a request for a new, or a conversion of an existing, Borrowing, (ii) any notice pursuant to Section 3.02 (Voluntary Prepayments) and Section 3.03 (Mandatory Prepayments) and any other notice relating to the payment of any principal or other amount due under any Credit Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default and (iv) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Section 4 (Conditions Precedent) or any other condition to any Borrowing or other extension of credit hereunder or any condition precedent to the effectiveness of this Agreement.

          “Approved Electronic Platform” shall have the meaning provided in Section 10.13(a).

          “Asset Sale” shall mean and include (x) the sale, transfer or other disposition by the Borrower or any Subsidiary to any Person (other than the Borrower or any Wholly-Owned Domestic Subsidiary of the Borrower) of any asset of the Borrower or such Subsidiary (other than sales, transfers or other dispositions (i) in the ordinary course of business of inventory and/or obsolete or excess equipment, or (ii) pursuant to the Distribution Agreement) and/or (y) the receipt by the Borrower or any Subsidiary of any insurance, condemnation or similar proceeds in connection with a casualty or taking of any of its assets in excess of the costs incurred by the Borrower and its Subsidiaries in respect of such event and of repairing or replacing the assets so damaged, destroyed or taken but in all cases only to the extent that the aggregate Net Cash Proceeds of all such sales, transfers, dispositions and receipts in any fiscal year of the Borrower are in excess of $5,000,000; provided, that so long as no Default or Event of Default exists at the time of a proposed Excluded Asset Sale, such Excluded Asset Sale shall not constitute an “Asset Sale”.

          “Assignment Agreement” shall mean the Assignment Agreement in the form of Exhibit I (appropriately completed).

          “A Term Commitment” shall mean, with respect to each A Term Lender, the amount set forth opposite such Lender’s name on Annex I hereto directly below the column entitled “A Term Commitment”, as the same may be (x) reduced or terminated pursuant to Sections 1.01, 2.02, 2.03, 3.03(A) and/or 8 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Sections 1.13 and/or 11.04(b).

          “A Term Facility” shall mean the Facility evidenced by the Total A Term Commitment and/or A Term Loans.

74

          “A Term Lender” shall mean at any time each Lender with an A Term Commitment and/or with outstanding A Term Loans.

          “A Term Loan” shall have the meaning provided in Section 1.01(a).

          “A Term Loan Maturity Date” shall mean March 31, 2014.

          “A Term Note” shall have the meaning provided in Section 1.05(a).

          “Authorized Officer” shall mean, with respect to (i) delivering Notices of Borrowing, Notices of Conversion/Continuation, Letter of Credit Requests and similar notices, any officer or officers of the Borrower that has or have been authorized by the board of directors of the Borrower to deliver such notices pursuant to this Agreement and that has or have appropriate signature cards on file with the Administrative Agent; (ii) delivering financial information and officer’s certificates pursuant to this Agreement, the chief executive officer, the president, any vice president, the chief financial officer, any treasurer or any controller of the Borrower; and (iii) any other matter in connection with this Agreement or any other Credit Document, any officer (or a person or persons so designated by any two officers) of the Borrower.

          “Available Cash” shall mean, for any Reference Period, for the Borrower and its Subsidiaries determined on a consolidated basis for such Reference Period, an amount of cash equal to (I) the sum (which may be negative) of (i) $40,000,000 plus (ii) Adjusted Consolidated EBITDA for such Reference Period, minus (II) the product of (i) 1.4 times (ii) Consolidated Interest Expense for such Reference Period, minus (III) the cash cost of any extraordinary losses and of any losses on sales of assets (other than in the ordinary course of business) during such Reference Period, in any such case to the extent included in determining Adjusted Consolidated EBITDA for such Reference Period, plus (IV) the cash amount of any extraordinary gains and the cash amount realized on gains on sales of assets (other than in the ordinary course of business) during such Reference Period, in any such case to the extent deducted in determining Adjusted Consolidated EBITDA for such Reference Period. Notwithstanding any other provisions hereof, for the avoidance of doubt, the proceeds from any equity issuance shall not be counted as “Available Cash.”

          “Available Revolving Commitment” of any RF Lender at any time shall mean its Percentage of the Total Revolving Commitment at such time.

          “B Term Facility” shall mean, collectively, the Initial B Term Facility and the Delayed-Draw B Term Facility.

          “B Term Loan” shall mean, collectively, each Initial B Term Loan (including, after any DDTL Conversion, each Delayed-Draw B Term Loan converted into an Initial B Term Loan pursuant to such DDTL Conversion as contemplated by Section 1.06(b)).

          “B Term Loan Lender” shall mean each Lender that provides a B Term Loan pursuant hereto.

75

          “B Term Loan Maturity Date” shall mean March 31, 2015.

          “B Term Note” shall have the meaning provided in Section 1.05(a).

          “Bankruptcy Code” shall have the meaning provided in Section 8.05.

          “BAS” shall mean Banc of America Securities LLC in its individual capacity and any successor thereto by merger, consolidation or otherwise.

          “Base Rate” at any time shall mean the higher of (i) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate and (ii) the Prime Lending Rate.

          “Base Rate Loan” shall mean each Loan bearing interest at the rates provided in Section 1.08(a).

          “BoA” shall mean Bank of America, N.A.

          “Borrower” shall have the meaning provided in the first paragraph of this Agreement.

          “Borrower Common Stock” shall have the meaning provided in Section 5.19.

          “Borrowing” shall mean the incurrence of (i) Swingline Loans by the Borrower from the Swingline Lender on a given date or (ii) Base Rate Loans or Eurodollar Loans pursuant to a single Facility by the Borrower from the Lenders having Commitments (and/or outstanding Loans) with respect to such Facility on a pro rata basis on a given date (or resulting from conversions on a given date), having in the case of Eurodollar Loans the same Interest Period; provided that (x) Base Rate Loans incurred pursuant to Section 1.10(b) shall be considered part of any related Borrowing of Eurodollar Loans and (y) any Delayed-Draw B Term Loans converted into Initial B Term Loans pursuant to a DDTL Conversion shall be considered part of the related Borrowing of the then outstanding Initial B Term Loans to which such newly-deemed Initial B Term Loans are added as contemplated by Section 1.06(b); it being understood and agreed, however, that for purposes of Section 1.08, the incurrence of Delayed-Draw B Term Loans on a given date shall be deemed to be a “Borrowing” of such Loans.

          “Business” shall have the meaning provided in Section 7.01.

          “Business Day” shall mean (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which shall be in the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close and (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the interbank Eurodollar market.

          “Calculation Period” shall mean, with respect to any Permitted Acquisition, any Significant Asset Sale or any other event expressly required to be calculated on a Pro Forma

76

Basis pursuant to the terms of this Agreement, the Test Period most recently ended prior to the date of such Permitted Acquisition, Significant Asset Sale or other event.

          “Capital Lease” as applied to any Person shall mean any lease of any property (whether real, personal or mixed) by that Person as lessee which, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of that Person.

          “Capitalized Lease Obligations” shall mean all obligations under Capital Leases of the Borrower or any of its Subsidiaries in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.

          “Carrier Services” shall mean the resale of long distance services.

          “Carrier Services Company” shall mean any Subsidiary of the Borrower that is an operating company engaged in the Carrier Services business.

          “Cash Equivalents” shall mean (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) Dollar denominated certificates of deposit, time deposits, bankers acceptances, eurodollar time deposits or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof having combined capital and surplus of not less than $350,000,000; (c) commercial paper of an issuer rated at least A-2 by Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc. (“S&P”) or P-2 by Moody’s Investors Service, Inc. (“Moody’s”), or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within 270 days from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities (including tax-exempt debt obligations) with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody’s (or publicly traded or open-ended bond funds that invest exclusively in such securities); (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition; (g) Dollar denominated debt obligations of corporations maturing within 12 months from the date of the acquisition rated at least A by S&P or A2 by Moody’s; (h) shares of bond funds rated at least A by S&P or A2 by Moody’s having weighted average maturities of 12 months or less; and (i) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (h) of this definition.

77

          “Cash Proceeds” shall mean, with respect to any Asset Sale, the aggregate cash payments (including any cash received by way of deferred payment pursuant to a note receivable issued in connection with such Asset Sale, other than the portion of such deferred payment constituting interest, but only as and when so received) received by the Borrower and/or any Subsidiary from such Asset Sale.

          “CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.

          “Change of Control” shall mean at any time and for any reason (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provision) is or becomes the “beneficial owner” (as defined in Sections 13(d) and 14(d) of the Exchange Act or any successor provision) on a fully diluted basis of more than 35% of the total voting interest in the capital stock of the Borrower or (ii) during any period of two consecutive years individuals who at the beginning of such period constituted the Board of Directors of the Borrower (together with any new directors whose election by such Board of Directors or whose nomination for election by the stockholders of the Borrower was approved by a vote of a majority of the directors of the Borrower then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Borrower then in office or (b) a “change of control” or similar event shall occur as provided in, on and after the execution, delivery and/or incurrence thereof, any agreements or instruments relating to any Permitted Junior Capital or any Permitted Refinancing Indebtedness in respect of the foregoing or any other agreement governing or evidencing any other material Indebtedness of the Borrower. In no event shall any change of ownership in the Borrower in connection with the Transaction or a change in the composition of the board of directors of the Borrower in connection with the Transaction constitute a Change of Control.

          “Closing Date” shall mean March 31, 2008.

          “Closing Material Adverse Effect” means “Material Adverse Effect” as defined in the Merger Agreement.

          “CoBank” shall mean CoBank, A.C.B. and any successor thereto by merger, consolidation or otherwise.

          “Co-Documentation Agent” shall have the meaning provided in the first paragraph of this Agreement.

          “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

          “Collateral” shall mean all of the “Collateral” as defined in the Pledge Agreement.

78

          “Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Lenders.

          “Commitment” shall mean, with respect to each Lender, such Lender’s A Term Commitment, Initial B Term Commitment, Delayed-Draw B Term Commitment, and/or Revolving Commitment.

          “Commitment Commission” shall have the meaning provided in Section 2.01(b).

          “Company” shall mean any corporation, limited liability company, partnership or other business entity (or the adjectival form thereof, where appropriate).

          “Compliance Certificate” shall have the meaning set forth in Section 6.01(d).

          “Consolidated Capital Expenditures” shall mean, for any period, the aggregate of all cash expenditures (including in all events all amounts borrowed for the acquisition, repair, improvement, substitution or replacement of any capital asset and all amounts expended under Capital Leases but excluding any amount representing capitalized interest) by the Borrower and its Subsidiaries during that period that, in conformity with GAAP, are or are required to be capitalized or otherwise included in the property, plant or equipment reflected in the consolidated balance sheet of the Borrower and its Subsidiaries; provided that Consolidated Capital Expenditures shall in any event (x) exclude the purchase price paid in cash in connection with the acquisition of any Person (including through the purchase of all of the capital stock or other ownership interests of such Person or through merger or consolidation) pursuant to a Permitted Acquisition, whether or not allocable to property, plant and equipment (but shall include all amounts expended after the closing of such Permitted Acquisition which amounts otherwise would have been includable hereunder) and (y) exclude amounts expended with insurance proceeds from the loss of or damage to property, plant or equipment or other capitalized assets reflected in the balance sheet of the Borrower and its Subsidiaries.

          “Consolidated Debt” shall mean, as of any date of determination, without duplication, the sum of (i) the aggregate stated balance sheet amount of all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP plus (ii) any Indebtedness for borrowed money of any other Person as to which the Borrower and/or any of its Subsidiaries has created a guarantee or other Contingent Obligation (but only to the extent of such guarantee or other Contingent Obligation) less (iii) the remainder (if positive) of (A) the aggregate amount of Unrestricted cash and Cash Equivalents held by the Borrower and its Subsidiaries on such date minus (B) all overdue accounts payable of the Borrower and its Subsidiaries on such date not paid in accordance with past practices as in effect on the Closing Date; provided that, for purposes of this definition (and notwithstanding any contrary treatment by GAAP), any Disqualified Preferred Stock that is issued and outstanding shall be treated as “Indebtedness”, with an amount equal to the greater of the liquidation preference or the maximum mandatory fixed repurchase price of any such Disqualified Preferred Stock deemed to be a component of “Consolidated Debt”; provided, further, that for purposes of this definition, any Permitted Junior Capital that is issued and outstanding pursuant to Section 7.04(p) herein shall be deemed to be excluded from the calculation of “Consolidated Debt”.

79

          “Consolidated Interest Expense” shall mean, for any period, the sum of (i) total interest expense (including the portion that is attributable to Capital Leases in accordance with GAAP) of the Borrower and its Subsidiaries on a consolidated basis with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and without duplication net costs and/or net benefits under Interest Rate Agreements, but excluding, however, all non-cash interest expense to the extent included in total interest expense and the amortization of deferred financing costs) plus (ii) the product of (x) the amount of all cash Dividend requirements (whether or not declared or paid) on Disqualified Preferred Stock paid, accrued or scheduled to be paid or accrued during such period multiplied by (y) a fraction, the numerator of which is one and the denominator of which is one minus the then current effective consolidated Federal, state, local and foreign tax rate of the Borrower as reflected in the audited consolidated financial statements of the Borrower for its most recently completed fiscal year, which amounts described in this clause (ii) shall be treated as interest expense of the Borrower and its Subsidiaries for purposes of this definition regardless of the treatment of such amounts under GAAP; provided that, for purposes of any determination of Consolidated Interest Expense for any Test Period ending on or prior to December 31, 2008 (other than for purposes of the definition of “Available Cash”), Consolidated Interest Expense for such Test Period shall be Consolidated Interest Expense for that portion of such Test Period occurring on and after the Closing Date multiplied by a fraction the numerator of which is 365 and the denominator of which is the number of days elapsed from the Closing Date to the last day of such Test Period (in each case taken as one accounting period); provided, further, that for purposes of this definition, any dividends or interest, as applicable, payable in kind on Permitted Junior Capital that is issued and outstanding pursuant to Section 7.04(p) herein shall be deemed to be excluded from the calculation of “Consolidated Interest Expense”.

          “Consolidated Net Income” shall mean, for any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period (taken as a single accounting period) determined in conformity with GAAP (after any deduction for minority interests); provided that there shall be excluded from the calculation thereof (without duplication) (i) the income (or loss) of any Person (other than Subsidiaries of the Borrower) in which any other Person (other than the Borrower or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to the Borrower or any of its Subsidiaries by such Person during such period, (ii) except for determinations expressly required to be made on a Pro Forma Basis, the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries and (iii) the income of any Subsidiary of the Borrower to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary.

          “Consolidated Tangible Assets” shall mean, at any time, the total consolidated assets of the Borrower and its Subsidiaries as same would be shown on a consolidated balance

80

sheet of the Borrower prepared in accordance with GAAP; provided that all intangible assets (including goodwill) shall be excluded in making such determination.

          “Consolidated Tax Payments” shall mean, for any period, the sum of (a) the provision for taxes based on income or profits which was deducted from gross income in the computation of “Consolidated Net Income”, plus (b) without duplication, the cash amount of any taxes actually paid in excess of the corresponding provisions, minus (c) cash tax refunds actually received by the Borrower and its Subsidiaries during such period.

          “Contingent Obligations” shall mean as to any Person any obligation of such Person guaranteeing or intending to guarantee any Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of such primary obligation against loss in respect thereof; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated maximum of the Contingent Obligation or, if none, the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made or, if there is no stated or determinable amount of the primary obligation, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

          “Credit Documents” shall mean this Agreement, the Notes, the Intercompany Subordination Agreement, the Pledge Agreement, the Deposit Agreement and the Subsidiary Guaranty.

          “Credit Event” shall mean the making of a Loan or the issuance of a Letter of Credit.

          “Credit Party” shall mean the Borrower and each Subsidiary of the Borrower party to a Credit Document.

          “Cumulative Distributable Cash” shall mean, as of any date of determination, an amount equal to the remainder of (i) Available Cash for the Reference Period most recently ended prior to such date less (ii) the aggregate amount of Restricted Payments paid by the Borrower and its Subsidiaries in cash (and, prior to the application thereof to the payment of any Dividends and without duplication, the aggregate amount of cash paid over to the paying agent by the Borrower for the payment of Dividends on Borrower Common Stock) during such Reference Period (other than (w) Excluded Dividend Payments, (x) Restricted Payments under clauses (iii) and (iv) of the definition thereof, (y) Restricted Payments permitted to be made

81

under Section 7.09(a)(xv) and (z) the payment of Dividends by any Subsidiary of the Borrower to the Borrower) less (iii) the aggregate amount of Investments made by the Borrower and its Subsidiaries during such Reference Period in reliance on Section 7.06(l) (determined at the time of the making of the Investment and without regard to any write-downs or write-offs thereof and, in the case of any Investment in the form of a contribution of a non-cash asset, taking the fair market value of the asset so contributed (as determined in good faith by the Board of Directors of the Borrower) plus (iv) the aggregate amount of all cash returns on Investments previously made pursuant to Section 7.06(l) (which cash return may be made by way of repayment of principal in the case of loans and cash equity returns (whether as a distribution, dividend or redemption) in the case of equity investments) and all non-cash returns in the form of an asset distribution on Investments previously made pursuant to Section 7.06(l) (taking the fair market value of such distributed asset (as determined in good faith by the Board of Directors of the Borrower)), in any such case as such aggregate amount has been then last certified by an Authorized Officer by delivery of an officers’ certificate to the Administrative Agent; provided that the aggregate amount of increases to “Cumulative Distributable Cash” resulting from the application of this clause (iv) shall not exceed the value of the returned investments (in the case of a non-cash return on investment, taking the fair market value of the distributed asset (as determined in good faith by the Board of Directors of the Borrower)) and, in no event, shall the amount of the increases made to “Cumulative Distributable Cash” in respect of any Investment exceed the amount of the respective Investment previously made pursuant to Section 7.06(l) at the time of the making thereof (in the case of a non-cash Investment, taking the fair market value of the Investment (as determined in good faith by the Board of Directors of the Borrower)). Notwithstanding any other provisions hereof, for the avoidance of doubt, the proceeds from any equity issuance shall not be counted as “Cumulative Distributable Cash.”

          “DDTF Commitment Commission” shall have the meaning provided in Section 2.01(b).

          “DDTL Conversion” shall have the meaning provided in Section 1.06(b).

          “DDTL Conversion Date” shall have the meaning provided in Section 1.06(b).

          “Default” shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

          “Defaulting Lender” shall mean any Lender with respect to which a Lender Default is in effect.

          “Delayed-Draw B Term Commitment” shall mean, with respect to each Delayed-Draw B Term Lender, the amount set forth opposite such Lender’s name on Annex I hereto directly below the column entitled “Delayed-Draw B Term Commitment”, as the same may be (x) reduced or terminated pursuant to Sections 2.02, 2.03 and/or 8 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Sections 1.13 and/or 11.04(b).

          “Delayed-Draw B Term Commitment Termination Date” shall mean the earlier to occur of (x) the date occurring one year after the Closing Date and (y) the date on which a Change of Control occurs.

82

          “Delayed-Draw B Term Facility” shall mean the Facility evidenced by the Total Delayed-Draw B Term Commitment and/or Delayed-Draw B Term Loans.

          “Delayed-Draw B Term Lender” shall mean at any time each Lender with a Delayed-Draw B Term Commitment and/or with outstanding Delayed-Draw B Term Loans.

          “Delayed-Draw B Term Loan” shall have the meaning provided in Section 1.01(c).

          “Deposit Agreement” shall mean that certain Deposit Agreement, dated as of March 31, 2008, among Northern New England Telephone Operations LLC, Telephone Operating Company of Vermont LLC and the Administrative Agent.

          “Disqualified Preferred Stock” shall mean any Preferred Stock of the Borrower (other than Qualified Preferred Stock), all terms and conditions of which (including covenants, defaults, remedies, redemption provisions, maturity, voting provisions, dividend rate and cash-pay limitations), and the documentation therefor, are on market terms for a placement of preferred equity securities and are otherwise reasonably satisfactory to the Agents; provided, that in any event, unless the Required Lenders otherwise expressly consent in writing prior to the issuance thereof, the terms of any such Preferred Stock shall not contain any mandatory redemption, repayment, sinking fund or similar provision prior to the date occurring one year following the B Term Loan Maturity Date (except upon the occurrence of a “change of control” or similar event (including Asset Sales), in each case so long as the provisions relating to a “change of control” or similar event included in the documentation and agreements governing the Disqualified Preferred Stock provide that either (I) the consent of the Required Lenders shall have been obtained or (II) the Obligations shall have been paid in full in cash, in either case prior to the satisfaction of such provisions).

          “Distribution” shall mean (i) the formation by Spinco of certain Subsidiaries, (ii) the transfer of assets to Spinco and such Subsidiaries, (iii) the distribution of Spinco equity securities and Spinco Senior Notes, and (iv) the special distribution by Spinco, in each case, as described in the Distribution Agreement.

          “Distribution Agreement” shall mean that certain Distribution Agreement, dated as of January 15, 2007, by and between Verizon Communications Inc. and Spinco, as amended by the amendments thereto dated March 30, 2007, June 28, 2007, July 3, 2007, February 25, 2008 and March 31, 2008.

          “Dividend” shall mean, as to any Person, the declaration or payment of any dividends (other than dividends payable solely in capital stock or other equity interests of such Person) or return of any capital to, its stockholders, members and/or other owners or the authorization or the making of any other distribution, payment or delivery of property or cash to its stockholders, members and/or other owners as such, or the redemption, retirement, purchase or other acquisition, directly or indirectly, for a consideration, of any shares of any class of its capital stock or other ownership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or the setting aside of any funds for any of the foregoing purposes, or the purchase or other acquisition by any Subsidiary

83

of such Person for consideration of any shares of any class of the capital stock or other ownership interests of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other ownership interests).

          “Dividend Calculation Date” shall mean (i) in the case of a declaration of any Dividend, the date of the declaration of such Dividend and (ii) in the case of a payment of any Dividend, the Business Day preceding the date of the payment of such Dividend.

          “Dividend Suspension Period” means any period (i) commencing on the date of delivery of a Compliance Certificate showing that the Leverage Ratio determined as of the last day of the then most recently ended Test Period is greater than 5.00 to 1.00 (or, on the date upon which the Borrower shall have failed to deliver a Compliance Certificate within the time period required by Section 6.01(d)) and (ii) ending on the date of delivery of a Compliance Certificate showing that the Leverage Ratio determined as of the last day of the then most recently ended Test Period is equal to or less than 5.00 to 1.00.

          “Documents” shall mean and include (i) the Credit Documents, (ii) the Merger Agreement and (iii) the Distribution Agreement.

          “Dollars” and the sign “$” shall each mean freely transferable lawful money of the United States.

          “Domestic Subsidiary” of any Person shall mean any Subsidiary of such Person incorporated or organized in the U.S.

          “Eligible Transferee” shall mean and include a commercial bank, a financial institution, a fund that regularly invests in bank loans or any other institutional “accredited investor” as defined in SEC Regulation D.

          “Environmental Claims” means any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations (other than internal reports prepared by the Borrower or any of its Subsidiaries solely in the ordinary course of such Person’s business and not in response to any third party action or request of any kind) or proceedings relating to any Environmental Law or any permit issued, or any approval given, under any such Environmental Law (hereafter, “Claims”), including, without limitation, (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from Hazardous Materials arising from alleged injury or threat of injury to health, safety or the environment.

          “Environmental Law” means any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code and rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the

84

environment or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C. § 7401 et seq.; the Clean Air Act, 42 U.S.C. § 2601 et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300F et seq.; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq.; and any applicable state and local or foreign counterparts or equivalents.

          “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

          “ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which together with the Borrower or a Subsidiary would be deemed to be a “single employer” within the meaning of Section 414(b) or (c) of the Code and with respect to Sections 412 and 4971 of the Code and Section 302 of ERISA, Section 414(b), (c), (m) or (o) of the Code; provided that, solely for the purposes of Section 6.07 of this Agreement, the term “ERISA Affiliate” shall not include Verizon Communications Inc. or members of its controlled group under Code § 414, except for Spinco.

          “Eurodollar Loans” shall mean each Loan bearing interest at the rates provided in Section 1.08(b).

          “Eurodollar Rate” shall mean with respect to each Interest Period for a Eurodollar Loan, the greater of (a) (i) in the case of B Term Loans and Delayed-Draw B Term Loans, (X) from the Closing Date through and including March 31, 2011, 3.00% and (Y) thereafter, 0.00% and (ii) in the case of A Term Loans, Swingline Loans and RF Loans, 0.00% and (b) (i) the offered quotation to first-class banks in the interbank Eurodollar market by the Administrative Agent for dollar deposits of amounts in same day funds comparable to the outstanding principal amount of the Eurodollar Loans for which an interest rate is then being determined with maturities comparable to the Interest Period to be applicable to such Eurodollar Loans, determined as of 10:00 A.M. (New York time) on the date which is two Business Days prior to the commencement of such Interest Period divided (and rounded upward to the next whole multiple of 1/16 of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).

          “Event of Default” shall have the meaning provided in Section 8.

          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

          “Excess Cash Flow” means, for any period of the Borrower, for the Borrower and its Subsidiaries determined on a consolidated basis for such period, an amount of cash equal to the sum of the following, without duplication, (A) Adjusted Consolidated EBITDA for such period minus (B) to the extent added in the calculation of Adjusted Consolidated EBITDA for

85

such period, the sum of (i) the amount of Consolidated Interest Expense paid in cash during such period, (ii) the amount of scheduled principal repayments in respect of Indebtedness of the Borrower and its Subsidiaries made in cash during such period (other than (1) repayments of RF Loans or Swingline Loans and (2) scheduled amortization payments made pursuant to Section 3.01 during such period, except to the extent resulting in a corresponding reduction of the Total Revolving Commitment in an amount equal to such repayment), (iii) the amount of Consolidated Capital Expenditures to the extent permitted to be made and made in cash during such period, (iv) Consolidated Tax Payments paid in cash during such period, (v) the cash cost of any extraordinary losses and of any losses on sales of assets (other than in the ordinary course of business) during such period, (vi) the cash payments made during such period on account of non-cash losses or non-cash charges accrued or expensed during or prior to such period, (vii) non-cash pension plan contributions, (viii) cash expenses paid under the Transition Services Agreement during such period and (ix) any cash Acquisition Adjustment for such period, plus (C) the sum of (i) the cash amount of any extraordinary gains, and the cash amount realized on gains on asset sales other than in the ordinary course of business, during such period, in any such case to the extent deducted in determining Adjusted Consolidated EBITDA for such period, (ii) the cash received during such period on account of non-cash gains or non-cash income excluded from Adjusted Consolidated EBITDA during or prior to such period, (iii) the net amount of any non-cash losses (including extraordinary losses and losses on asset sales) during such period, in each case to the extent added in the calculation of Adjusted Consolidated EBITDA for such period and to the extent not payable in cash in a future period, (iv) the amount of non-cash charges, non-cash expense or other non-cash losses during such period to the extent added in the calculation of Adjusted Consolidated EBITDA for such period and to the extent that such charges are not payable in cash in a future period, and (v) cash received by the Borrower or any of its Subsidiaries not in the ordinary course of business and otherwise not included in the determination of Adjusted Consolidated EBITDA (other than amounts received as proceeds of Asset Sales or Permitted Junior Capital subject to Section 3.03(A)(b) or (c)) including (a) the net cash proceeds from the issuance or exercise of any Preferred Stock, common stock, warrants, options and other equity interests or rights, (b) the amount of all foreign, United States, state or local tax refunds, (b) pension plan reversions, (c) proceeds of insurance (other than insurance proceeds constituting an Asset Sale), (d) judgments, proceeds of settlements or other cash consideration of any kind in connection with any cause of action, (e) condemnation awards (and payments in lieu thereof), (f) indemnity payments and (g) purchase price adjustments, dividends and other cash received in connection with any Permitted Acquisition or Investment.

          “Excluded Asset Sale” shall mean any other sale or other disposition of assets made after the third anniversary of the Closing Date and identified as an “Excluded Asset Sale” by written notice to the Administrative Agent, so long as the Net Cash Proceeds of such other sale or disposition (determined as if such sale or disposition were an “Asset Sale”), when combined with the aggregate Net Cash Proceeds (determined as provided in the preceding parenthetical) of all other sales and dispositions identified as “Excluded Asset Sales” after the Closing Date does not exceed $100,000,000.

          “Excluded Dividend Payments” shall have the meaning provided in Section 7.09.

86

          “Excluded Intercompany Payables” shall mean (i) any intercompany payable incurred in the ordinary course of business by the Borrower or any of its Wholly-Owned Subsidiaries and owing to the Borrower or a Wholly-Owned Subsidiary of the Borrower, as applicable, so long as such payable has not remained outstanding for more than 90 days and (ii) any payable owing by a Subsidiary of the Borrower to its parent company (if the Borrower or another Subsidiary of the Borrower) arising in connection with the tax sharing arrangements entered into among the Borrower and its Subsidiaries, so long as the amount of such payable relates to the taxes attributable to the operations of such Subsidiary.

          “Existing Credit Agreement” shall mean the Credit Agreement, dated as of February 8, 2005, among the Borrower, the lenders from time to time party thereto, Bank of America, N.A., as syndication agent, CoBank and General Electric Capital Corporation, as co-documentation agents, and Deutsche Bank Trust Company Americas, as administrative agent, as in effect on the Closing Date (immediately prior to giving effect thereto).

          “Existing Letter of Credit” shall have the meaning provided in Section 1A.01(d).

          “Existing 2010 Senior Notes” shall mean the Borrower’s 11-7/8% Senior Notes due 2010, issued pursuant to the Existing 2010 Senior Notes Indenture, as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

          “Existing 2010 Senior Notes Documents” shall mean the Existing 2010 Senior Notes, the Existing 2010 Senior Notes Indenture and all other documents executed and delivered with respect to the Existing 2010 Senior Notes or Existing 2010 Senior Notes Indenture, as in effect on the Closing Date and as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

          “Existing 2010 Senior Notes Indenture” shall mean the Indenture, dated as of March 6, 2003, among the Borrower, as issuer, certain of its Subsidiaries, as guarantors, and the trustee therefor, as in effect on the Closing Date and as thereafter amended, modified or supplemented from time to time in accordance with the requirements hereof and thereof.

          “Facility” shall mean any of the credit facilities established under this Agreement, i.e., the A Term Facility, Initial B Term Facility, the Delayed-Draw B Term Facility or the Revolving Facility; provided that after the conversion of Delayed-Draw B Term Loans into Initial B Term Loans pursuant to a DDTL Conversion, such newly converted Loans shall be deemed to be a part of the Initial B Term Facility.

          “Facing Fee” shall have the meaning provided in Section 2.01(d).

          “FairPoint” shall have the meaning provided in the first paragraph of this Agreement.

          “FairPoint Carrier Services” shall mean FairPoint Carrier Services, Inc. (formerly known as FairPoint Communications Solutions, Inc.), a Wholly-Owned Subsidiary of the Borrower.

87

          “FCC” shall mean the Federal Communications Commission and any successor regulatory body.

          “Federal Funds Effective Rate” shall mean for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

          “Fees” shall mean all amounts payable pursuant to, or referred to in, Section 2.01.

          “First-Tier Subsidiary” shall mean FairPoint Broadband, Inc., MJD Ventures, Inc., MJD Services Corp., STE, FairPoint Carrier Services, Inc., FairPoint Logistics, Inc., Enhanced Communications of Northern New England Inc. and Northern New England Telephone Operations LLC and any other Subsidiary first acquired or created after the Closing Date that is a direct Subsidiary of the Borrower. Notwithstanding the foregoing, for purposes of clarity, neither Enhanced Communications of Northern New England Inc. nor Northern New England Telephone Operations, LLC shall be Subsidiary Guarantors hereunder.

          “GAAP” shall mean generally accepted accounting principles in the United States of America as in effect on the date of this Agreement; it being understood and agreed that determinations in accordance with GAAP for purposes of Section 7, including defined terms as used therein, are subject (to the extent provided therein) to Section 11.07(a).

          “Hazardous Materials” shall mean (a) petroleum or petroleum products, radioactive materials, asbestos in any form that is friable, urea formaldehyde foam insulation, and radon gas; (b) any chemicals, materials or substance defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous substances,” restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical, material or substance, the release of which is prohibited, limited or regulated by any governmental authority.

          “Hedging Agreement” means any and all agreements or documents, including Interest Rate Agreements, now existing or hereafter entered into by Borrower or any of its Subsidiaries with a Lender that provide for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for the purpose of hedging Borrower’s or any of its Subsidiaries’ exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations or commodity prices.

          “Indebtedness” of any Person shall mean, without duplication, (i) all indebtedness of such Person for borrowed money, (ii) the deferred purchase price of assets or services which

88

in accordance with GAAP would be shown on the liability side of the balance sheet of such Person, (iii) the face amount of all letters of credit issued for the account of such Person and, without duplication, all drafts drawn thereunder, (iv) all indebtedness of a second Person secured by any Lien on any property owned by such first Person, whether or not such indebtedness has been assumed (to the extent of the fair market value of such property), (v) all Capitalized Lease Obligations of such Person, (vi) all obligations of such Person to pay a specified purchase price for goods or services whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vii) all net obligations of such Person under Interest Rate Agreements and (viii) all Contingent Obligations of such Person (other than Contingent Obligations arising from the guaranty by such Person of the obligations of the Borrower and/or its Subsidiaries to the extent such guaranteed obligations do not constitute Indebtedness and are otherwise permitted hereunder); provided that Indebtedness shall not include trade payables, accrued expenses and receipt of progress and advance payments, in each case arising in the ordinary course of business.

          “Indemnified Person” shall have the meaning provided in Section 11.01(a).

          “Initial B Term Commitment” shall mean, with respect to each Initial B Term Lender, the amount set forth opposite such Lender’s name on Annex I hereto directly below the column entitled “Initial B Term Commitment”, as the same may be (x) reduced or terminated pursuant to Sections 1.01, 2.02, 2.03, 3.03(A) and/or 8 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Sections 1.13 and/or 11.04(b).

          “Initial B Term Facility” shall mean the Facility evidenced by the Total Initial B Term Commitment and/or Initial B Term Loans.

          “Initial B Term Lender” shall mean at any time each Lender with an Initial B Term Commitment and/or with outstanding Initial B Term Loans.

          “Initial B Term Loan” shall have the meaning provided in Section 1.01(b); provided that after the conversion of Delayed-Draw B Term Loans into Initial B Term Loans pursuant to a DDTL Conversion as contemplated by Section 1.06(b), such converted Loans shall be deemed to be Initial B Term Loans for all purposes of this Agreement and the other Credit Documents (other than for purposes of Sections 1.01(b)(i) and Section 4.01(f) and 5.05(a) hereof).

          “Initial Term Loan Draw” shall mean an amount of Initial B Term Loans and A Term Loans up to an amount equal to the estimated tax basis of Spinco to be made available to Spinco on the Closing Date pursuant to Sections 1.01(a)(i)(A) and 1.01(b)(i)(A).

          “Intercompany Debt” shall mean any Indebtedness, payables or other obligations (other than Excluded Intercompany Payables), whether now existing or hereafter incurred, owed by the Borrower or any Subsidiary of the Borrower to the Borrower or any other Subsidiary of the Borrower.

          “Intercompany Loans” shall have the meaning provided in Section 7.06(c).

89

          “Intercompany Note” shall mean a promissory note evidencing Intercompany Loans (other than Excluded Intercompany Payables), in each case duly executed and delivered substantially in the form of Exhibit K, with blanks completed in conformity therewith (or such other form as may be approved by the Administrative Agent or the Required Lenders).

          “Intercompany Subordination Agreement” shall have the meaning provided in Section 4.01(g).

          “Interest Coverage Ratio” for any period shall mean the ratio of (x) Adjusted Consolidated EBITDA to (y) Consolidated Interest Expense for such period. For each full fiscal quarter end that occurs prior to the first anniversary after the Closing Date, “Adjusted Consolidated EBITDA” for purposes of clause (y) of this definition shall be calculated on an annualized basis such that the Adjusted Consolidated EBITDA shall equal (i) for the first full fiscal quarter after the Closing Date, the sum of the Consolidated Adjusted EBITDA otherwise applicable for such period multiplied by four (4), (ii) for the second full fiscal quarter after the Closing Date, the sum of the Consolidated Adjusted EBITDA otherwise applicable for both the first and second full fiscal quarters following the Closing Date multiplied by two (2) and (iii) for the third full fiscal quarter following the Closing Date, the sum of the Consolidated Adjusted EBITDA otherwise applicable for the first, second and third full fiscal quarters following the Closing Date multiplied by four thirds (4/3).

          “Interest Period” with respect to any Loan shall mean the interest period applicable thereto, as determined pursuant to Section 1.09.

          “Interest Rate Agreement” shall mean any interest rate swap agreement, any interest rate cap agreement, any interest rate collar agreement or other similar agreement or arrangement designed to protect the Borrower or any Subsidiary against fluctuations in interest rates.

          “Intermediary Holding Company” shall mean each First-Tier Subsidiary and any other Subsidiary first acquired or created after the Closing Date that is (i) not an operating company (but that owns directly or indirectly one or more operating companies) and (ii) not subject to regulatory restrictions on borrowings or issuances of guaranties of indebtedness for borrowed money.

          “Investment” shall have the meaning provided in the preamble to Section 7.06.

          “Joint Book Running Managers” shall mean Lehman, BAS and Morgan Stanley Senior Funding, Inc., each in its capacity as a “Joint Book Running Manager.”

          “Joint Lead Arrangers” shall mean Lehman and BAS, each in its capacity as “Joint Lead Arranger.”

          “LCPI” shall mean Lehman Commercial Paper Inc.

          “Lehman” shall mean Lehman Brothers Inc. and its affiliates.

90

          “Lender” shall mean each financial institution listed on Annex I, as well as any Person that becomes a “Lender” hereunder pursuant to Section 1.13 or 11.04(b).

          “Lender Default” shall mean (i) the wrongful refusal (which has not been retracted) or failure of a Lender to make available its portion of any incurrence of Loans or a reimbursement of an Unpaid Drawing or (ii) a Lender having notified the Administrative Agent and/or the Borrower that it does not intend to comply with the obligations under Section 1.01 or 1A.05, in circumstances where such non-compliance will constitute a breach of such Lender’s obligations under the respective Section.

          “Lender Register” shall have the meaning provided in Section 11.15.

          “Letter of Credit” shall have the meaning provided in Section 1A.01(a).

          “Letter of Credit Fee” shall have the meaning provided in Section 2.01(c).

          “Letter of Credit Issuer” shall mean (i) any RF Lender (or affiliate of any RF Lender) which at the request of the Borrower and with the consent of the Administrative Agent agrees, in such RF Lender’s (or RF Lender affiliate’s) sole discretion, to become and to continue to be a Letter of Credit Issuer for the purpose of issuing Letters of Credit pursuant to Section 1A, and (ii) with respect to the Existing Letters of Credit, the Lender designated as the issuer thereof on Annex VII shall be the Letter of Credit Issuer thereof.

          “Letter of Credit Outstandings” shall mean, at any time, the sum of, without duplication, (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all Letters of Credit.

          “Letter of Credit Request” shall have the meaning provided in Section 1A.03(a).

          “Leverage Ratio” shall mean, at any date of determination, the ratio of (x) Consolidated Debt on such date to (y) Adjusted Consolidated EBITDA. All calculations of the Leverage Ratio shall be made on a Pro Forma Basis. For each full fiscal quarter end that occurs prior to the first anniversary after the Closing Date, “Adjusted Consolidated EBITDA” for purposes of clause (y) of this definition shall be calculated on an annualized basis such that the Adjusted Consolidated EBITDA shall equal (i) for the first full fiscal quarter after the Closing Date, the sum of the Consolidated Adjusted EBITDA otherwise applicable for such period multiplied by four (4), (ii) for the second full fiscal quarter after the Closing Date, the sum of the Consolidated Adjusted EBITDA otherwise applicable for both the first and second full fiscal quarters following the Closing Date multiplied by two (2) and (iii) for the third full fiscal quarter following the Closing Date, the sum of the Consolidated Adjusted EBITDA otherwise applicable for the first, second and third full fiscal quarters following the Closing Date multiplied by four thirds (4/3).

          “Lien” shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof).

91

          “Loan” shall have the meaning provided in Section 1.01.

          “Majority Lenders” of any Facility shall mean those Non-Defaulting Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if all outstanding Obligations of the other Facilities under this Agreement were repaid in full and all Commitments with respect thereto were terminated.

          “Mandatory Borrowing” shall have the meaning provided in Section 1.01(f).

          “Margin Stock” shall have the meaning provided in Regulation U.

          “Material Adverse Effect” shall mean (i) any state of facts, change, development, event, effect, condition or occurrence that, individually or in the aggregate, has had or would be reasonably likely to have a materially adverse effect on the business, assets, properties, liabilities or condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Transaction, (ii) a material adverse effect on the rights or remedies of the Agents or the Lenders under any Credit Document or (iii) a material adverse effect on the ability of the Pledge Parties taken as a whole to perform their obligations under the Credit Documents.

          “Material Subsidiary” shall mean, at any time, any Subsidiary having gross assets at such time with a value of at least 5% of consolidated gross assets of the Borrower and its Subsidiaries at such time and/or gross revenues for the Test Period last ended of at least 5% of the consolidated gross revenues of the Borrower and its Subsidiaries for such Test Period.

          “Maturity Date” shall mean (i) with respect to A Term Loans, the A Term Loan Maturity Date, (ii) with respect to B Term Loans, the B Term Loan Maturity Date, (iii) with respect to RF Loans, the RF Maturity Date and (iv) with respect to Swingline Loans, the Swingline Expiry Date.

          “Maximum Swingline Amount” shall mean $10,000,000.

          “Merger” shall mean the merger of Spinco with and into FairPoint, pursuant to the Merger Agreement.

          “Merger Agreement” shall mean that certain Agreement and Plan of Merger, dated as of January 15, 2007, by and among Verizon Communications, Inc., Spinco and FairPoint, as amended by the amendments thereto dated April 20, 2007, June 28, 2007, July 3, 2007, November 16, 2007 and February 25, 2008.

          “Minimum Borrowing Amount” shall mean (i) in the case of Term Loans, $1,000,000, (ii) in the case of RF Loans (x) maintained as Base Rate Loans, $500,000 and (y) maintained as Eurodollar Loans, $1,000,000 and (iii) in the case of Swingline Loans, $100,000.

          “Minimum Liquidity Condition” shall mean, as of any date on which a Dividend is to be paid on the Borrower Common Stock, the condition existing on such date if (but only if) the sum of (i) Total Unutilized Revolving Commitment on such date (determined on a pro forma basis after giving effect to any incurrence of RF Loans and Swingline Loans on such date to

92

make such Dividend) plus (ii) the amount of Unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries, is equal to or greater than $25,000,000.

          “Moody’s” shall have the meaning provided in the definition of “Cash Equivalents”.

          “Multiemployer Plan” shall mean any multiemployer plan as defined in section 4001(a)(3) of ERISA which is contributed to by (or to which there is an obligation to contribute of) the Borrower or any of its Subsidiaries or an ERISA Affiliate and each such plan for the five year period immediately following the latest date on which the Borrower, any such Subsidiary or ERISA Affiliate contributed to or had an obligation to contribute to such plan.

          “Net Cash Proceeds” shall mean (i) with respect to any Asset Sale, the Cash Proceeds resulting therefrom net (without duplication) of expenses of sale (including payment of principal, premium and interest of Indebtedness secured by the assets the subject of the Asset Sale and required to be, and which is, repaid under the terms thereof as a result of such Asset Sale), and incremental taxes paid or payable as a result thereof and (ii) with respect to any issuance of Preferred Stock or Indebtedness, the cash proceeds received by the Borrower from such issuance net (without duplication) of underwriting discounts and commissions, private placement and/or initial purchaser fees and other reasonable fees and expenses associated therewith.

          “New Lending Office” shall mean the new lending office designated by a Lender that is not a United States person (as defined in Section 3.05).

          “90%-Owned Subsidiary” shall mean (i) any Subsidiary to the extent at least 90% of the capital stock or other ownership interests in such Subsidiary is owned directly or indirectly by the Borrower and (ii) STE, to the extent at least 87.5% of the capital stock of STE is owned directly or indirectly by the Borrower.

          “Non-Defaulting Lender” shall mean a Lender that is not a Defaulting Lender.

          “Non-Pledge Party Subsidiary” shall mean each Subsidiary of the Borrower which is not a Pledge Party.

          “Non-Pledged Subsidiary” shall mean any Subsidiary that is not a Pledged Subsidiary.

          “Non-Wholly Owned Entity” shall have the meaning provided in the definition of “Permitted Acquisition”.

          “Non-Wholly Owned Subsidiary” shall mean, as to any Person, each Subsidiary of such Person which is not a Wholly-Owned Subsidiary of such Person.

          “Northern New England Business” means that certain business comprising the local exchange businesses and related landline activities of Verizon Communications Inc. in Maine, New Hampshire and Vermont, as such term is used in the Rule 424(b) Prospectus filed with the SEC in connection with the Merger.

93

          “Note” shall mean and include each A Term Note, each B Term Note, each RF Note and the Swingline Note.

          “Notice of Borrowing” shall have the meaning provided in Section 1.03(a).

          “Notice of Conversion/Continuation” shall have the meaning provided in Section 1.06(a).

          “Notice Office” shall mean the office of the Administrative Agent at 745 Seventh Avenue, New York, New York 10019, Attn: Loan Portfolio Group, Fax: (646) 834-4825 or such other office as the Administrative Agent may designate to the Borrower in writing from time to time.

          “Obligations” shall mean all amounts, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing to any Agent, any Letter of Credit Issuer, the Collateral Agent, the Swingline Lender or any Lender pursuant to the terms of this Agreement or any other Credit Document or any Hedging Agreement.

          “Parent Company” shall mean at any time each Intermediary Holding Company and each other Subsidiary of the Borrower that, in either such case, owns, directly or indirectly, the capital stock or other equity interests of any Subsidiary that is a Telco or a Carrier Services Company.

          “Participant” shall have the meaning provided in Section 1A.05(a).

          “Patriot Act” shall mean the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

          “Payment Office” shall mean the office of the Administrative Agent at 745 7^th Avenue, 16^th Floor, New York, New York 10019, c/o Bank Loans — Agency, or such other office as the Administrative Agent may designate to the Borrower and the Lenders in writing from time to time.

          “PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

          “Percentage” shall mean at any time for each RF Lender, the percentage obtained by dividing such Lender’s Revolving Commitment by the Total Revolving Commitment; provided that if the Total Revolving Commitment has been terminated, the Percentage of each RF Lender shall be determined by dividing such RF Lender’s Revolving Commitment immediately prior to such termination by the Total Revolving Commitment immediately prior to such termination.

          “Permitted Acquired Debt” shall mean Indebtedness of a Subsidiary acquired after the Closing Date pursuant to a Permitted Acquisition, to the extent such Indebtedness was outstanding prior to the consummation of the Permitted Acquisition and remains outstanding as Indebtedness of the respective Subsidiary after giving effect thereto; provided that (i) such Indebtedness was not incurred in connection with or in anticipation of such Permitted

94

Acquisition or the respective Person becoming Subsidiary of the Borrower, (ii) such Indebtedness does not constitute Indebtedness of the Borrower or any of its Subsidiaries other than the respective Subsidiary acquired pursuant to the respective Permitted Acquisition and shall not be secured by any assets of any Person other than assets of the Subsidiary so acquired serving as security therefor at the time of the respective Permitted Acquisition, (iii) no Person (other than the respective Subsidiary or a direct parent or a Subsidiary of the respective Subsidiary to the extent such parent or Subsidiary is acquired in connection with such Permitted Acquisition) shall have any liability (contingent or otherwise) with respect to any Permitted Acquired Debt and (iv) the aggregate principal amount of all such Indebtedness shall not exceed at any time outstanding more than 10% of the Senior Consolidated Debt at such time.

          “Permitted Acquisition” shall mean the acquisition by the Borrower or any of its Qualified Subsidiaries of assets constituting a business, division or product line of any Person not already a Subsidiary of the Borrower or any of its Qualified Subsidiaries or of 100% of the capital stock or other equity interests of any such Person; provided that (A) the consideration paid by the Borrower or such Qualified Subsidiary consists solely of cash (including proceeds of RF Loans), the issuance of Borrower Common Stock, the issuance of Indebtedness otherwise permitted in Section 7.04 and the assumption/acquisition of any Permitted Acquired Debt relating to such business, division, product line or Person which is permitted to remain outstanding in accordance with the requirements of Section 7.04, (B) those acquisitions that are structured as equity acquisitions shall be effected through a purchase of 100% of the capital stock or other equity interests of such Person by the Borrower or such Qualified Subsidiary or through a merger between such Person and Qualified Subsidiary of the Borrower, so that after giving effect to such merger, the surviving entity of such merger constitutes or continues to constitute a Qualified Subsidiary of the Borrower, (C) in the case of the acquisition of 100% of the capital stock or other equity interests of any Person, such Person (the “Acquired Person”) shall own no capital stock or other equity interests of any other Person unless either (x) the Acquired Person owns 100% of the capital stock or other equity interests of such other Person or (y) if the Acquired Person owns capital stock or equity interests in any other Person which is not a Wholly-Owned Subsidiary of the Acquired Person (a “Non-Wholly Owned Entity”), (1) the Acquired Person shall not have been created or established in contemplation of, or for purposes of, the respective Permitted Acquisition, (2) any Non-Wholly Owned Entity of the Acquired Person shall have been non-wholly-owned prior to the date of the respective Permitted Acquisition and not created or established in contemplation thereof and (3) such Acquired Person and/or its Wholly-Owned Subsidiaries own at least 80% of the consolidated assets of such Acquired Person and its Subsidiaries taken as a whole, (D) substantially all of the business, division or product line acquired pursuant to the respective Permitted Acquisition, or the business of the Acquired Person and its Subsidiaries taken as a whole, is in the U.S., (E) the assets acquired, or the business of the Acquired Person and its Subsidiaries, shall be in the Business, and (F) all requirements of Section 7.02 applicable to Permitted Acquisitions are satisfied. Notwithstanding anything to the contrary contained in the immediately preceding sentence, an acquisition which does not otherwise meet the requirements set forth above in the definition of “Permitted Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the Required Lenders agree in writing that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement.

95

          “Permitted Junior Capital” shall mean and include (i) any Permitted Unsecured Debt, (ii) any Qualified Preferred Stock and (iii) any Disqualified Preferred Stock.

          “Permitted Letters of Credit” shall mean letters of credit issued for the benefit of the Borrower and reimbursement obligations with respect thereto in the maximum aggregate stated amount of $20,000,000, from time to time outstanding.

          “Permitted Liens” shall mean Liens described in clauses (a) through (m), inclusive, of Section 7.03.

          “Permitted Refinancing Indebtedness” shall mean any Indebtedness of the Borrower and/or any Subsidiary of the Borrower issued or given in exchange for, or the proceeds of which are used to, extend, refinance, renew, replace, substitute or refund any Indebtedness of such Person permitted pursuant to Sections 7.04(f), (g), (j) or (n) not refinanced on the Closing Date or any Indebtedness of such Person issued to so extend, refinance, renew, replace, substitute or refund any such Indebtedness, so long as (a) such Indebtedness has a weighted average life to maturity greater than or equal to the weighted average life to maturity of the Indebtedness being refinanced, (b) such refinancing or renewal does not (i) increase the amount of such Indebtedness outstanding immediately prior to such refinancing or renewal or (ii) add guarantors, obligors or security from that which applied to such Indebtedness being refinanced or renewed, (c) such refinancing or renewal Indebtedness has substantially the same (or, from the perspective of the Lenders, more favorable) subordination provisions, if any, as applied to the Indebtedness being renewed or refinanced, and (d) all other terms of such refinancing or renewal (including, without limitation, with respect to the amortization schedules, redemption provisions, maturities, covenants, defaults and remedies), taken as a whole, are not less favorable to the respective borrower than those previously existing with respect to the Indebtedness being refinancing or renewed.

          “Permitted Swap Transaction” shall mean a transfer of assets by the Borrower or any of its Subsidiaries in which at least 85% of the consideration received therefrom consists of assets (other than cash) that will be used in the Business; provided that (x) the fair market value (as determined in good faith by the board of directors of the Borrower) of the assets so transferred shall not exceed the fair market value (determined as provided in the preceding parenthetical) of the assets so received and (y) the fair market value (as determined in good faith by the board of directors of the Borrower) of the assets transferred pursuant to any such transaction shall not exceed $150,000,000 (as shown on the consolidated balance sheet of the Borrower most recently delivered (or required to be delivered) to the Administrative Agent pursuant to Section 6.01(a) or (b), as the case may be); provided further that the fair market value of such assets shall be determined by an independent appraiser satisfactory to the Administrative Agent if in excess of $50,000,000.

          “Permitted Unsecured Debt” shall mean Indebtedness of the Borrower that (a) is not secured by any assets of the Borrower or any other Person, (b) is not guaranteed by a Subsidiary of the Borrower or any other Person, (c) is subordinated in right of payment and priority to the Obligations on terms and conditions reasonably satisfactory to the Required Lenders, (d) matures at least a year and a day after the later of the RF Maturity Date or the B Term Loan Maturity Date and (e) is issued subject to compliance with each of the following

96

conditions: (i) calculations are made by the Borrower demonstrating compliance with a Leverage Ratio of less than 4.00:1.00 for the Calculation Period most recently ended prior to the date of such issuance of Permitted Unsecured Debt on a Pro Forma Basis (determined as if the Permitted Unsecured Debt had been issued on the first day of such Calculation Period and after giving effect to any concurrent prepayment of Term Loans with a portion of the Net Cash Proceeds from the issuance thereof), (ii) all of the Net Cash Proceeds from such issuance of Permitted Unsecured Debt shall have been used (except to the extent of any portion thereof applied to make a concurrent prepayment of Term Loans pursuant to, and in accordance with the requirements of, Section 3.02) to (x) effect a Permitted Acquisition in accordance with the requirements of Section 6.10 and/or concurrently utilized by the Borrower (I) to make a voluntary prepayment of RF Loans pursuant to, and in accordance with the requirements of, Section 3.02 in an aggregate principal amount equal to the aggregate principal amount of RF Loans actually incurred by the Borrower to finance a Permitted Acquisition and/or (II) to redeem and/or refinance Permitted Unsecured Debt in an amount equal to the principal amount or aggregate liquidation preference of or the Net Cash Proceeds from, as the case may be, the Permitted Unsecured Debt actually issued to finance Permitted Acquisitions (and pay related accrued interest and dividends thereon, if any), in any such case within the 364-day period prior to such issuance of Permitted Unsecured Debt, (y) redeem shares of Qualified Preferred Stock or Disqualified Preferred Stock and/or repurchase or refinance any Permitted Unsecured Debt pursuant to Section 7.09(a)(xiv) and/or (z), solely to the extent of Permitted Unsecured Debt issued pursuant to Section 7.04(p), pay expenses under the Transition Services Agreement and (iii) the Borrower shall have furnished to the Administrative Agent a certificate from an Authorized Officer certifying as to compliance with the requirements of preceding clauses (i) and (ii) and containing the calculations required by preceding clause (i). Notwithstanding any other provisions hereof, for avoidance of doubt, the Spinco Senior Notes shall not be Permitted Unsecured Debt.

          “Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof.

          “Plan” shall mean any pension plan as defined in Section 3(2) of ERISA (other than a multiemployer plan as defined in Section 3(37) of ERISA), which is maintained or contributed to by (or to which there is an obligation to contribute of) the Borrower or any of its Subsidiaries or an ERISA Affiliate and that is subject to Title IV of ERISA, and each such plan for the five year period immediately following the latest date on which the Borrower, any such Subsidiary of the Borrower or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to such plan.

          “Pledge Agreement” shall have the meaning provided in Section 4.01(a)(ii).

          “Pledge Party” shall mean the Borrower, each Subsidiary Guarantor and each other Subsidiary of the Borrower party to the Pledge Agreement.

          “Pledged Subsidiary” shall mean (i) each Subsidiary the capital stock or other equity interests of which is or are pledged pursuant to the Pledge Agreement and (ii) Telephone Operating Company of Vermont LLC.

97

          “Post-Closing Period” shall have the meaning provided in Section 6.10(a).

          “Preferred Stock” as applied to the capital stock of any Person, shall mean capital stock of such Person (other than common stock of such Person) of any class or classes (however designed) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of capital stock of any other class of such Person, and shall include any Disqualified Preferred Stock and any Qualified Preferred Stock.

          “Prime Lending Rate” shall mean the rate which LCPI announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. LCPI may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate.

          “Pro Forma Basis” shall mean, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Indebtedness (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness or to finance a Permitted Acquisition) after the first day of the relevant Test Period or Calculation Period as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of the relevant Calculation Period, (y) the permanent repayment of any Indebtedness (other than revolving Indebtedness) after the first day of the relevant Test Period or Calculation Period as if such Indebtedness had been retired or repaid on the first day of the relevant Test Period or Calculation Period and (z) any Permitted Acquisition or Significant Asset Sale then being consummated as well as any other Permitted Acquisition or Significant Asset Sale consummated after the first day of the relevant Test Period or Calculation Period, as the case may be, and on or prior to the date of the respective Permitted Acquisition or Significant Asset Sale, as the case may be, then being effected, with the following rules to apply in connection therewith: (i) all Indebtedness (x) (other than revolving Indebtedness, except to the extent same is incurred to refinance other outstanding Indebtedness or to finance Permitted Acquisitions) incurred or issued after the first day of the relevant Test Period or Calculation Period (whether incurred to finance a Permitted Acquisition, to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of the respective Test Period or Calculation Period and remain outstanding through the date of determination (and thereafter in the case of projections pursuant to Section 6.10(a)) and (y) (other than revolving Indebtedness) permanently retired or redeemed after the first day of the relevant Test Period or Calculation Period shall be deemed to have been retired or redeemed on the first day of the respective Calculation Period and remain retired through the date of determination (and thereafter in the case of projections pursuant to Section 6.10(a)); (ii) all Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall be deemed to have borne interest at (x) the rate applicable thereto, in the case of fixed rate indebtedness or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding); and (iii) in

98

making any determination of Adjusted Consolidated EBITDA on a Pro Forma Basis, pro forma effect shall be given to any Permitted Acquisition or Significant Asset Sale effected during the respective Calculation Period or Test Period (or thereafter, as provided in Section 6.10, for determinations pursuant to Section 6.10 only) as if same had occurred on the first day of the respective Calculation Period or Test Period, as the case may be, taking into account, in the case of any Permitted Acquisition, factually supportable and identifiable cost savings and expenses which would otherwise be accounted for as an adjustment pursuant to Article 11 of Regulation S-X under the Securities Act, as if such cost savings or expenses were realized on the first day of the respective Test Period or Calculation Period.

          “Pro Forma EBITDA Test” shall be satisfied if, after giving effect to (x) any merger, consolidation, conveyance, sale or transfer referred to in Section 7.02(a), (y) the creation or acquisition of a new Telco or Carrier Services Company pursuant to a Permitted Acquisition the capital stock or other equity interests of which is or are not to be pledged under the Pledge Agreement or (z) an Investment in a Qualified Subsidiary of the type referred to in clause (iii) of the definition thereof pursuant to Section 7.06(h), Adjusted Consolidated EBITDA for the 12 months last ended at such time (determined, in the case of the acquisition or creation of a new Telco or Carrier Services Company pursuant to a Permitted Acquisition, on a Pro Forma Basis, as if such Permitted Acquisition was consummated on the first day of such 12 month period and taking account of the adjustments described in clause (iii) of the definition of “Pro Forma Basis” for such period) attributable to all Non-Pledged Subsidiaries does not exceed $25,000,000.

          “Projections” shall have the meaning provided in Section 5.09(f).

          “PUC” shall mean a public utility commission, public service commission or any similar agency or commission.

          “Qualified Preferred Stock” shall mean any Preferred Stock of the Borrower, the express terms of which (a) shall provide for no voting rights (except for (x) voting rights required by applicable law and (y) limited customary voting rights on fundamental matters such as mergers, consolidations, sales of all or substantially all of the assets of the Borrower, or liquidations involving the Borrower) or covenants (other than customary information covenants and inspection rights) (b) shall provide that dividends thereon shall not be required to be paid at any time (and to the extent) that such payment would be prohibited by the terms of this Agreement or any other agreement of the Borrower relating to outstanding indebtedness and (c) by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event (including any Change of Control), cannot mature and is not mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, and is not redeemable, or required to be repurchased, at the sole option of the holder thereof (including, without limitation, upon the occurrence of a Change of Control), in whole or in part, on or prior to the date that falls one year and one day after the date on which all Obligations are repaid in full and all Commitments have terminated or expired.

          “Qualified Subsidiary” shall mean and include (i) each Wholly-Owned Domestic Subsidiary of the Borrower that is a Pledged Subsidiary, (ii) each other Pledged Subsidiary (x) that is a Domestic Subsidiary and (y) in which the Investments of cash, property, services and/or other assets are made in each class of equity interests of such Subsidiary by the Pledged Parties,

99

on the one hand, and the other holders of such class of equity interests, on the other hand, in amounts which are proportional to the respective equity percentages of the Pledged Parties, on the one hand, and such other holders, on the other hand, for each class of equity interests of such Subsidiary (as reasonably determined by senior management of the Borrower) and (iii) each Wholly-Owned Domestic Subsidiary of the Borrower that is a Telco or Carrier Services Company, the capital stock or other equity interests of which are not permitted to be pledged pursuant to the Pledge Agreement as a result of applicable regulatory law.

          “RCRA” shall mean the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901 et seq.

          “Reference Period” shall mean, at any date, the period commencing on the first day of the first full fiscal quarter of the Borrower ending after the Closing Date and ending on the last day of the last fiscal quarter for which a Compliance Certificate has been delivered by the Borrower prior to such date.

          “Refinanced Indebtedness” shall have the meaning provided in Section 4.01(f)(i).

          “Refinancing” shall have the meaning provided in Section 4.01(f)(i).

          “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

          “Regulation T” shall mean Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

          “Reinvestment Election” shall have the meaning provided in Section 3.03(A)(b).

          “Reinvestment Notice” shall mean a written notice signed by an Authorized Officer stating that the Borrower, in good faith, intends and expects that the Borrower and its Subsidiaries will use all or a specified portion of the Net Cash Proceeds of an Asset Sale to finance a Permitted Acquisition within 540 days following the consummation of such Asset Sale.

          “Reinvestment Prepayment Amount” shall mean, with respect to any Reinvestment Election, the amount, if any, on the Reinvestment Prepayment Date relating thereto by which (a) the Anticipated Reinvestment Amount in respect of such Reinvestment Election exceeds (b) the aggregate amount thereof expended by the Borrower and its Subsidiaries to finance Permitted Acquisitions.

100

          “Reinvestment Prepayment Date” shall mean, with respect to any Reinvestment Election, the earliest of (i) the date, if any, upon which the Administrative Agent, on behalf of the Required Lenders, shall have delivered a written termination notice to the Borrower; provided that such notice may only be given while an Event of Default under Section 8.01 exists and (ii) the date occurring 180 days after the date of the related Reinvestment Notice.

          “Replaced Lender” shall have the meaning provided in Section 1.13.

          “Replacement Lender” shall have the meaning provided in Section 1.13.

          “Reportable Event” shall mean an event described in Section 4043(c) of ERISA with respect to a Plan that is subject to Title IV of ERISA other than those events as to which the 30-day notice period is waived under any subsection of PBGC Regulation Section 4043.

          “Required Lenders” shall mean Non-Defaulting Lenders the sum of whose outstanding A Term Loans, B Term Loans (and, if prior to the termination thereof, Delayed-Draw B Term Commitments) and Revolving Commitments (or, after the termination thereof, outstanding RF Loans and Percentages of (x) outstanding Swingline Loans and (y) Letter of Credit Outstandings) constitute greater than 50% of the sum of (i) all outstanding A Term Loans and B Term Loans (and, if prior to the termination thereof, Delayed-Draw B Term Commitments) of Non-Defaulting Lenders and (ii) the Total Revolving Commitment less the Revolving Commitments of all Defaulting Lenders (or after the termination thereof, the sum of then total outstanding RF Loans of Non-Defaulting Lenders and the aggregate Percentages of all Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of Credit Outstandings at such time).

          “Required RF Lenders” shall mean those RF Lenders which are Non-Defaulting Lenders and which would constitute the Required Lenders under, and as defined in, this Agreement if all outstanding Term Loans were repaid in full and the Total Delayed-Draw B Term Commitment had terminated in its entirety.

          “Restricted” shall mean, when referring to cash or Cash Equivalents of the Borrower or any of its Subsidiaries, that such cash or Cash Equivalents (i) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of the Borrower or of any such Subsidiary, (ii) are subject to any Lien in favor of any Person other than the Collateral Agent for the benefit of the Secured Creditors or (iii) are not otherwise generally available for use by the Borrower or any of its Subsidiaries.

          “Restricted Payment” shall mean, with respect to the Borrower or any of its Subsidiaries, (i) any Dividend by such Person, (ii) any payment by such Person on account of any Indebtedness that is subordinated in right of payment to the Obligations (including, without limitation, any Permitted Junior Capital and guaranties thereof but excluding cash interest thereon), (iii) any payment by the Borrower or any of its Subsidiaries with respect to any Intercompany Debt and (iv) the making of (or giving any notice in respect of) any voluntary or optional payment or prepayment on or redemption, repurchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto or any other Person money or securities before due for the purpose of paying when due), or any

101

prepayment, repurchase, redemption or acquisition for value as a result of any asset sale or change of control or similar event of any Permitted Acquired Debt, any Spinco Senior Notes or any Scheduled Existing Indebtedness.

          “Revolving Commitment” shall mean, with respect to each Lender, the amount set forth opposite such Lender’s name in Annex I hereto directly below the column entitled “Revolving Commitment,” as the same may be (x) reduced or terminated from time to time pursuant to Section 2.02, 2.03 and/or 8 or (y) adjusted from time to time as a result of assignments to or from such Lender pursuant to Section 1.13 and/or 11.04.

          “Revolving Facility” shall mean the Facility evidenced by the Total Revolving Commitment.

          “RF Commitment Commission” shall have the meaning provided in Section 2.01(a).

          “RF Commitment Commission Rate” shall mean a per annum rate equal to 0.375%.

          “RF Lender” shall mean at any time each Lender with a Revolving Commitment or with outstanding RF Loans.

          “RF Loan” shall have the meaning provided in Section 1.01(d).

          “RF Maturity Date” shall mean March 31, 2014.

          “RF Note” shall have the meaning provided in Section 1.05(a).

          “Sarbanes Oxley” shall mean the Sarbanes-Oxley Act of 2002, enacted on July 30, 2002, as now or hereafter in effect, or any successor thereto, and the rules related thereto.

          “Scheduled Existing Indebtedness” shall have the meaning provided in Section 7.04(g).

          “SEC” shall have the meaning provided in Section 6.01(f).

          “SEC Regulation D” shall mean Regulation D as promulgated under the Securities Act.

          “Second-Tier Holdco” shall mean any indirect Subsidiary of the Borrower that is a holding company formed to hold the capital stock or other equity interests of one or more Subsidiaries (i.e., is not an operating company).

          “Section 1A.01(c) Arrangements” shall have the meaning provided in Section 1A.01(c).

          “Section 3.05 Certificate” shall have the meaning provided in Section 3.05(b)(ii).

102

          “Secured Creditor” shall mean and include any “Secured Creditor” as defined in the Pledge Agreement.

          “Securities Act” shall mean the Securities Act of 1933, as amended, as the same may be in effect from time to time.

          “Senior Consolidated Debt” shall mean, at any time, Consolidated Debt at such time less the amount of any Disqualified Preferred Stock deemed to be Consolidated Debt at such time pursuant to the definition thereof.

          “Senior Secured Consolidated Debt” shall mean, at any time, (i) Senior Consolidated Debt at such time less (ii) any such Senior Consolidated Debt that constitutes Indebtedness under the Existing 2010 Senior Notes Documents and/or Permitted Refinancing Indebtedness incurred to refinance the foregoing less (iii) the aggregate amount of Debt outstanding under the Spinco Senior Notes less (iv) the aggregate amount of Permitted Unsecured Debt at such time.

          “Senior Secured Leverage Ratio” shall mean, at any date of determination, the ratio of (x) Senior Secured Consolidated Debt on such date to (y) Adjusted Consolidated EBITDA for the Test Period then or last ended. All calculations of the Senior Secured Leverage Ratio shall be made on a Pro Forma Basis.

          “Significant Asset Sale” shall mean each Asset Sale which generates Net Cash Proceeds of at least $15,000,000.

          “Specified Representations” means (a) the representations made by Spinco in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that FairPoint has the right to terminate the Merger Agreement as a result of the breach of such representations, (b) the representations made by FairPoint in the Merger Agreement that are material to the interests of the Lenders, but only to the extent that Verizon has the right to terminate the Merger Agreement as a result of the breach of such representations and (c) the representations and warranties set forth in Sections 5.02, 5.05(g), and 5.07.

          “Spin” shall have the meaning provided in Section 4.01(a)(ii).

          “Spinco” shall have the meaning provided in the first paragraph of this Agreement.

          “Spinco Senior Notes” shall mean up to $551,000,000 of unguaranteed senior notes issued by the Borrower.

          “Stated Amount” shall mean, with respect to any Letter of Credit at any time, the maximum available to be drawn thereunder at such time (regardless of whether any conditions for drawing could then be met).

          “STE” shall mean ST Enterprises, Ltd., a Kansas corporation.

103

          “Subsidiary” of any Person shall mean and include (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (ii) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to “Subsidiary” shall mean a Subsidiary of the Borrower.

          “Subsidiary Guarantors” shall mean each Subsidiary party to the Subsidiary Guaranty.

          “Subsidiary Guaranty” shall have the meaning provided in Section 4.01(a)(iii).

          “Super-Majority Lenders” shall mean Non-Defaulting Lenders the sum of whose outstanding A Term Loans, B Term Loans (and, if prior to the termination thereof, Delayed-Draw B Term Commitments) and Revolving Commitments (or, after the termination thereof, outstanding RF Loans and Percentages of (x) outstanding Swingline Loans and (y) Letter of Credit Outstandings) constitute at least 75% of the sum of (i) all outstanding A Term Loans and B Term Loans (and, if prior to the termination thereof, Delayed-Draw B Term Commitments) of Non-Defaulting Lenders and (ii) the Total Revolving Commitment less the Revolving Commitments of all Defaulting Lenders (or after the termination thereof, the sum of then total outstanding RF Loans of Non-Defaulting Lenders and the aggregate Percentages of all Non-Defaulting Lenders of the total outstanding Swingline Loans and Letter of Credit Outstandings at such time).

          “Swingline Expiry Date” shall mean that date which is five Business Days prior to the RF Maturity Date.

          “Swingline Lender” shall mean Lehman Commercial Paper Inc. in its individual capacity.

          “Swingline Loan” shall have the meaning provided in Section 1.01(e).

          “Swingline Note” shall have the meaning provided in Section 1.05(a).

          “Syndication Agent” shall have the meaning provided in the first paragraph of this Agreement.

          “Syndication Date” shall mean the earlier of (i) the 90th day following the Closing Date and (ii) the date upon which the Administrative Agent determines (and notifies the Borrower and the Lenders) that the primary syndication (and resultant addition of Persons as Lenders pursuant to Section 11.04(b)) has been completed.

          “S&P” shall have the meaning provided in the definition of “Cash Equivalents”.

          “Taxes” shall have the meaning provided in Section 3.05(a).

104

          “Telco” shall mean any Subsidiary of the Borrower that is an operating company.

          “Term Loans” shall mean, collectively, each A Term Loan, each B Term Loan and each Delayed-Draw B Term Loan.

          “Test Period” shall mean each period of four consecutive fiscal quarters then last ended, in each case taken as one accounting period.

          “Total A Term Commitment” shall mean the sum of the A Term Commitments of each of the Lenders.

          “Total Commitment” shall mean, at any time, the sum of the Total A Term Commitment, Total Initial B Term Commitment, the Total Delayed-Draw B Term Commitment, and the Total Revolving Commitment at such time.

          “Total Delayed-Draw B Term Commitment” shall mean the sum of the Delayed-Draw B Term Commitments of each of the Lenders.

          “Total Initial B Term Commitment” shall mean the sum of the Initial B Term Commitments of each of the Lenders.

          “Total Revolving Commitment” shall mean, at any time, the sum of the Revolving Commitments of each of the Lenders at such time.

          “Total Unutilized Revolving Commitment” shall mean, at any time, (i) the Total Revolving Commitment at such time less (ii) the sum of (x) the aggregate principal amount of all RF Loans and Swingline Loans at such time plus (y) the Letter of Credit Outstandings at such time.

          “Transaction” shall mean (i) the entering into of the Credit Documents and the incurrence of all Loans and the issuance of all Letters of Credit on the Closing Date, (ii) the Distribution, (iii) the Merger, (iv) the Refinancing, and (v) the payment of fees and expenses in connection with the foregoing.

          “Transition Services Agreement” shall mean the Transition Services Agreement, dated as of January 15, 2007, by and among Verizon Information Technologies LLC, Northern New England Telephone Operations Inc., Enhanced Communications of Northern New England Inc. and the Borrower, as amended by the amendment thereto dated March 31, 2008 and as may be further amended or otherwise modified from time to time in accordance with the terms thereof and hereof.

          “Type” shall mean any type of Loan determined with respect to the interest option applicable thereto, i.e., a Base Rate Loan or Eurodollar Loan.

          “UCC” shall mean the Uniform Commercial Code as in effect from time to time in New York.

105

          “Unfunded Current Liability” of any Plan shall mean the amount, if any, by which the actuarial present value of the accumulated plan benefits under the Plan as of the close of its most recent plan year, determined in accordance with actuarial assumptions at such time consistent with Statement of Financial Accounting Standards No. 87, exceeds the market value of the assets allocable thereto.

          “Unpaid Drawing” shall have the meaning provided in Section 1A.04.

          “Unrestricted” shall mean, when referring to cash or Cash Equivalents of the Borrower or any of its Subsidiaries, that such cash or Cash Equivalents are not Restricted.

          “Unutilized Revolving Commitment” for any Lender with a Revolving Commitment at any time shall mean the excess of (i) the Revolving Commitment of such Lender at such time over (ii) the sum of (x) the aggregate outstanding principal amount of RF Loans made by such Lender at such time plus (y) an amount equal to such Lender’s Percentage of the Letters of Credit Outstandings at such time.

          “U.S.” shall mean the United States of America and any state or territory thereof or the District of Columbia.

          “Wholly-Owned Domestic Subsidiary” shall mean, as to any Person, any Wholly-Owned Subsidiary of such Person which is a Domestic Subsidiary.

          “Wholly-Owned Subsidiary” of any Person shall mean any Subsidiary of such Person to the extent all of the capital stock or other ownership interests in such Subsidiary, other than directors’ qualifying shares, is owned directly or indirectly by such Person; provided, however, that for purposes of the definitions of “Asset Sale”, “Consolidated Net Income” and “Wholly-Owned Domestic Subsidiary” and Sections 6.10, 7.06(c), (h) and (l), 90%-Owned Subsidiaries that are Telcos or Carrier Services Companies shall be deemed to be “Wholly-Owned Subsidiaries”.

          “Written” or “in writing” shall mean any form of written communication or a communication by means of telex, facsimile transmission, telegraph or cable.

          SECTION 10. The Agents.

          10.01 Appointment.

          (a) Each Lender hereby irrevocably designates and appoints (x) LCPI as Administrative Agent for such Lender (for purposes of this Section 10, the term “Administrative Agent” shall mean LCPI in its capacities as Administrative Agent and as Collateral Agent hereunder and pursuant to the Pledge Agreement), (y) BoA as Syndication Agent for such Lender, and (z) Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc. as Co-Documentation Agents for such Lender, each to act as specified herein and in the other Credit Documents, and each such Lender hereby irrevocably authorizes the Administrative Agent, the Syndication Agent and each Co-Documentation Agent to take such action on its behalf under the provisions of this Agreement and the other Credit Documents and to exercise such powers and

106

perform such duties as are expressly delegated to or required of the Administrative Agent, the Syndication Agent or such Co-Documentation Agent, as the case may be, by the terms of this Agreement and the other Credit Documents, together with such other powers as are reasonably incidental thereto. Each of the Agents may perform any of their respective duties under this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein by or through its respective officers, directors, agents, employees or affiliates (it being understood and agreed, for avoidance of doubt and without limiting the generality of the foregoing, that the Administrative Agent and/or Collateral Agent may perform any of its duties under the Pledge Agreement by or through one or more of its affiliates).

          (b) The provisions of this Section 10 are solely for the benefit of the Administrative Agent, the Syndication Agent, the Co-Documentation Agents and the Lenders, and neither the Borrower nor any of its Subsidiaries shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions and duties under this Agreement, each of the Administrative Agent, the Syndication Agent and each Co-Documentation Agent shall act solely as agent for the Lenders, and none of the Administrative Agent, the Syndication Agent or the Co-Documentation Agents assumes (and shall not be deemed to have assumed) any obligation or relationship of agency or trust with or for Borrower or any of its Subsidiaries.

          10.02 Nature of Duties.

          (a) No Agent shall have any duties or responsibilities except those expressly set forth in this Agreement and in the other Credit Documents. Neither any Agent nor any of its officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by it hereunder or under any other Credit Document or in connection herewith or therewith, unless caused by its or their gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). The duties of the Agents shall be mechanical and administrative in nature; no Agent shall have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the holder of any Note and nothing in this Agreement or in any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein or therein.

          (b) Notwithstanding any other provision of this Agreement or any provision of any other Credit Document, each of the Joint Lead Arrangers and the Joint Book Running Managers is named as such for recognition purposes only, and in their respective capacities as such shall have no powers, duties, responsibilities or liabilities with respect to this Agreement or the other Credit Documents or the transactions contemplated hereby and thereby; it being understood and agreed that each Joint Lead Arranger and each Joint Book Running Manager shall be entitled to all indemnification and reimbursement rights in favor of “Agents” as, and to the extent provided for under Sections 10.07 and 11.01. Without limitation of the foregoing, none of the Joint Lead Arrangers or the Joint Book Running Managers shall, solely by reason of this Agreement or any other Credit Documents, have any fiduciary relationship in respect of any Lender or any other Person.

107

          10.03 Certain Rights of the Agents. The Agents shall have the right to request instructions from the Required Lenders at any time. If any Agent shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, such Agent shall be entitled to refrain from such act or taking such action unless and until such Agent shall have received instructions from the Required Lenders; and such Agent shall not incur liability to any Lender by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against any Agent or any of its employees, directors, officers, agents or affiliates as a result of such Agent or such other person acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders.

          10.04 Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected (and shall have no liability to any Person) in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order, telephone message or other document or conversation that such Agent believed, in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by such Agent (which may be counsel for the Credit Parties) and, with respect to other matters, upon advice of independent public accountants or other experts selected by it.

          10.05 Notice of Default, etc. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless the Administrative Agent has actually received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or such other percent of Lenders or all Lenders, to the extent required by Section 11.11(a)); provided that, unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders (as determined by the Administrative Agent in its sole discretion).

          10.06 Nonreliance on Agents and Other Lenders. Independently and without reliance upon any Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrower and its Subsidiaries and, except as expressly provided in this Agreement, no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its

108

possession before the making of the Loans or at any time or times thereafter. No Agent or their respective affiliates nor any of their respective officers, directors, agents or employees shall be responsible to any Lender or the holder of any Note for, or be required or have any duty to ascertain, inquire or verify the accuracy of, (i) any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith, (ii) the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document, (iii) the financial condition of the Borrower and any of its Subsidiaries, (iv) the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, (v) the satisfaction of any of the conditions precedent set forth in Section 4 (other than the delivery of certain documents to the Administrative Agent as provided in Section 4.01(a)), or (vi) the existence or possible existence of any Default or Event of Default.

          10.07 Indemnification. (a) To the extent any Agent (or any affiliate thereof) is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify such Agent (and any affiliate thereof) pro rata (determined as if there were no Defaulting Lenders), for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by such Agent (or any affiliate thereof) in performing its respective duties hereunder or under any other Credit Document or in any way relating to or arising out of this Agreement or any other Credit Document; provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

          (b) Any Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Credit Document (except actions expressly required to be taken by it hereunder or under the Credit Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

          (c) The agreements in this Section 10.07 shall survive the payment of all Obligations.

          10.08 Agents in their Individual Capacities. With respect to its obligation to make Loans, or issue or participate in Letters of Credit, under this Agreement, each Agent shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term “Lender”, “Majority Lenders”, “Required Lenders”, “Required RF Lender”, “Super-Majority Lenders”, “holders of Notes” or any similar terms shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Each Agent and its affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, investment banking, trust or other business with, or provide debt financing, equity capital or other services (including financial advisory services) to, any Credit Party or any Affiliate of any Credit Party (or any Person engaged in a similar business with any Credit Party or any Affiliate thereof) as if they were not performing the duties specified herein, and may accept fees and other consideration

109

from any Credit Party or any Affiliate of any Credit Party for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

          10.09 Holders. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person or entity who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor.

          10.10 Resignation of the Agents. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents (including, without limitation, its functions and duties as Collateral Agent) at any time by giving 15 Business Days’ prior written notice to the Lenders and, unless a Default or an Event of Default under Section 8.05 then exists, the Borrower. Any such resignation by an Agent hereunder shall also constitute its resignation (if applicable) as a Letter of Credit Issuer and Swingline Lender, in which case the resigning Agent (x) shall not be required to issue any further Letters of Credit or make any additional Swingline Loans hereunder and (y) shall maintain all of its rights as Letter of Credit Issuer or Swingline Lender, as the case may be, with respect to any Letter of Credit issued by it, or Swingline Loans made by it, prior to the date of such resignation. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below.

          (b) Upon any such notice of resignation by the Administrative Agent, the Required Lenders shall appoint a successor Administrative Agent hereunder and/or under the other Credit Documents who shall be a commercial bank or trust company acceptable to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval shall not be required if an Event of Default then exists).

          (c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the Administrative Agent, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed; provided that the Borrower’s consent shall not be required if an Event of Default then exists), shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder and/or under the other Credit Documents until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

          (d) If no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 15th Business Day after the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.

          (e) The Syndication Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving

110

five Business Days’ prior written notice to the Borrower and the Administrative Agent. Such resignation shall take effect at the end of such five Business Day period.

          (f) Either Co-Documentation Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving five Business Days’ prior written notice to the Borrower and the Administrative Agent. Such resignation shall take effect at the end of such five Business Day period.

          (g) Upon a resignation of any Agent pursuant to this Section 10.10, such Agent shall remain indemnified to the extent provided in this Agreement and the other Credit Documents and the provisions of this Section 10 shall continue in effect for the benefit of such Agent for all of its actions and inactions while serving as such Agent.

          10.11 Collateral Matters. (a) Each Lender authorizes and directs the Collateral Agent to enter into the Pledge Agreement for the benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note or participant in Letters of Credit by the acceptance thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders (or such greater number of Lenders as required by Section 11.11) in accordance with the provisions of this Agreement or the Pledge Agreement, and the exercise by the Required Lenders (or such greater number of Lenders as required by Section 11.11) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice to or further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to any Collateral or the Pledge Agreement which may be necessary to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Pledge Agreement.

          (b) The Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien granted to or held by the Collateral Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) constituting property being sold or otherwise disposed of (to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Sections 7.02 and 11.11(a), (iii) if approved, authorized or ratified in writing by the Required Lenders (or such other percent of Lenders or all of the Lenders hereunder, to the extent required by Section 11.11) or (iv) as otherwise may be expressly provided in the Pledge Agreement. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to release particular types or items of Collateral pursuant to this Section 10.11.

          (c) The Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any of its Subsidiaries or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the

111

rights, authorities and powers granted or available to the Collateral Agent in this Section 10.11 or in the Pledge Agreement, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Collateral Agent’s own interest in the Collateral as one of the Lenders and that the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

          10.12 Delivery of Information. The Administrative Agent shall not be required to deliver to any Lender originals or copies of any documents, instruments, notices, communications or other information received by the Administrative Agent from the Borrower, any Subsidiary, the Required Lenders, any Lender or any other Person under or in connection with this Agreement or any other Credit Document except (i) as specifically provided in this Agreement or any other Credit Document and (ii) as specifically requested from time to time in writing by any Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession of the Administrative Agent at the time of receipt of such request and then only in accordance with such specific request.

          10.13 Posting of Approved Electronic Communications.

          (a) Each of the Lenders and the Borrower agree, and the Borrower shall cause each other Credit Party to agree, that the Administrative Agent may, but shall not be obligated to, make the Approved Electronic Communications available to the Lenders by posting such Approved Electronic Communications on IntraLinks™ or a substantially similar electronic platform chosen by the Administrative Agent and reasonably approved by the Borrower to be its electronic transmission system (the “Approved Electronic Platform”).

          (b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/Password Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders and the Borrower acknowledges and agrees, and the Borrower shall cause each other Credit Party to acknowledge and agree, that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders and the Borrower hereby approves, and the Borrower shall cause each other Credit Party to approve, distribution of the Approved Electronic Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

          (c) The Approved Electronic Platform and the Approved Electronic Communications are provided “as is” and “as available”. None of the Administrative Agent or any of its Affiliates or any of their respective officers, directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrants the accuracy, adequacy or completeness of the

112

Approved Electronic Communications or the Approved Electronic Platform and each expressly disclaims liability for errors or omissions in the Approved Electronic Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent Affiliates in connection with the Approved Electronic Platform or the Approved Electronic Communications.

          (d) Each of the Lenders and the Borrower agree, and the Borrower shall cause each other Credit Party to agree, that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally-applicable document retention procedures and policies.

          SECTION 11. Miscellaneous.

          11.01 Payment of Expenses, etc. (a) FairPoint agrees to: (i) whether or not the transactions herein contemplated are consummated, pay all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of Sullivan & Cromwell LLP and one local counsel in each relevant jurisdiction); provided, that, in the event that the Closing Date does not occur, the aggregate amount of such reimbursable expenses shall not exceed $250,000; (ii) pay all reasonable out-of-pocket costs and expenses of the Administrative Agent, the Collateral Agent, each Letter of Credit Issuer, the Swingline Lender and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of Sullivan & Cromwell LLP and one local counsel in each material jurisdiction); (iii) pay and hold each of the Lenders (including in its capacity as Agent, Collateral Agent, Swingline Lender and/or Letter of Credit Issuer) harmless from and against any and all present and future stamp and other similar taxes with respect to the foregoing matters and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iv) indemnify each Lender (including in its capacity as Agent, Collateral Agent, Swingline Lender and/or Letter of Credit Issuer) and its affiliates, and each officer, director, trustee, employee, representative, advisor and agent thereof (each, an “Indemnified Person”) from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, (a) any investigation, litigation or other proceeding (whether or not any Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among any Agent, any Lender, any Credit Party or any third Person or otherwise (except to the extent between or among any Lenders in their capacity as such)) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the Transaction or the consummation of any transactions contemplated in any Credit Document, or (b) the actual or alleged presence of Hazardous Materials in the air, surface water or ground water or on the

113

surface or subsurface of any property owned or operated at any time by Borrower or any of its Subsidiaries or the generation, storage, transportation, handling or disposal of Hazardous Materials by the Borrower or any of its Subsidiaries at any location, or the noncompliance by the Borrower or any of its Subsidiaries with any Environmental Law or any Environmental Claim in connection with the Borrower or any of its Subsidiaries or business or operations or any property owned or operated at any time by the Borrower or any of its Subsidiaries, including, in each case, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses (x) of an Indemnified Person, to the extent incurred by reason of the gross negligence or willful misconduct of such Indemnified Person as determined by a court of competent jurisdiction in a final and non-appealable decision and (y) for purposes of clause (b) only and without limiting the indemnity in favor of such Indemnified Persons for purposes of clause (a), to the extent incurred by any affiliate of an Agent, Collateral Agent, Swingline Lender and/or Letter of Credit Issuer and any officer, director, trustee, employee, representative, advisor and agent of any such affiliate, if such Indemnified Person is not involved, directly or indirectly, in any of the transactions contemplated by the Credit Documents).

          (b) To the full extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or incidental damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnified Person shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby, except to the extent the liability of such Indemnified Person results from such Indemnified Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

          11.02 Right of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, if an Event of Default then exists, each Lender is hereby authorized at any time or from time to time, without presentment, demand, protest or other notice of any kind to any Credit Party or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special but not trust accounts) and any other Indebtedness at any time held or owing by such Lender (including, without limitation, by branches and agencies of such Lender wherever located) to or for the credit or the account of any Pledge Party against and on account of the Obligations and liabilities of such Pledge Party to such Lender under this Agreement or under any of the other Credit Documents, including, without limitation, all interests in Obligations of such Pledge Party purchased by such Lender pursuant to Section 11.06(b), and all other claims of any nature or description arising out of or connected with this Agreement or any other Credit Document, irrespective of whether or not such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any of them, shall be contingent or unmatured; provided, in no event shall any rights of setoff set forth in this

114

Section 11.02 effective against Spinco or any of its Subsidiaries become effective prior to the consummation of the Spin.

          11.03 Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier, facsimile or cable communication) and mailed, telegraphed, telexed, telecopied, faxed, cabled or delivered, if to the Borrower at the address specified opposite its signature below, if to any Lender, at its address specified for such Lender on Annex II hereto; or, at such other address as shall be designated by any party in a written notice to the other parties hereto. All such notices and communications shall be mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight courier, and shall be effective when received.

          11.04 Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that the Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of each of the Lenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to another financial institution; provided that in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.10, 1A.06 and 3.05 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold, and; provided, further, that no Lender shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the final scheduled maturity of any Loan or Note in which such participant is participating (it being understood that any waiver of any prepayment of, or the method of any application of any prepayment to, the Loans shall not constitute an extension of the Maturity Date therefor), or reduce the rate or extend the time of payment of interest or Fees (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant’s participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment or a mandatory prepayment shall not constitute a change in the terms of any Commitment), (ii) release all or substantially all of the Collateral, (iii) release all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein) or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement or any other Credit Document.

          (b) Notwithstanding the foregoing, (x) any Lender may assign all or a portion of its outstanding Term Loans, Delayed-Draw Term Commitments and/or Revolving Commitment and its rights and obligations hereunder (which assignment does not have to be pro rata among the Facilities) to (i)(A) its parent company and/or any affiliate of such Lender which is at least 50% owned by such Lender or its parent company or (B) to one or more other Lenders

115

or any affiliate of any such other Lender which is at least 50% owned by such other Lender or its parent company (provided that any fund that invests in loans and is managed or advised by the same investment advisor of another fund which is a Lender (or by an affiliate of such investment advisor) shall be treated as an affiliate of such other Lender for the purposes of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a fund that invests in loans, any other fund that invests in loans and is managed and/or advised by the same investment advisor of such Lender or by an Affiliate of such investment advisor and (y) with the consent of the Administrative Agent and, if no Default under Section 8.01 or 8.05 or Event of Default exists, the Borrower (which consents shall not be unreasonably withheld or delayed), any Lender (or any Lender together with one or more other related Lenders) may assign all, or if less than all, a portion equal to at least (I) in the case of Revolving Commitments, $5,000,000 in the aggregate for the assigning Lender or Lenders of such outstanding Loans and Commitments and its or their related rights and obligations hereunder and (II) in the case of Term Loans and Delayed-Draw B Term Commitments, $2,500,000 in the aggregate for the assigning Lender or Lenders of such outstanding Loans and/or Commitments and its or their related rights and obligations hereunder, to one or more Eligible Transferees (treating any fund that invests in loans and any other fund that invests in loans and is managed and/or advised by the same investment advisor of such fund or by an Affiliate of such investment advisor of such fund or by an Affiliate of such investment advisor as a single Eligible Transferee). If any Lender so sells or assigns all or a part of its rights hereunder or under the Notes, any reference in this Agreement or the Notes to such assigning Lender shall thereafter refer to such Lender and to the respective assignee to the extent of their respective interests and the respective assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 11.04(b) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement and giving the Administrative Agent written notice thereof. At the time of any such assignment, (i) either the assigning or the assignee Lender shall pay to the Administrative Agent a nonrefundable assignment fee of $3,500 (provided that only one assignment fee shall be payable in respect of any reasonably contemporaneous assignment by a Lender to any one or more funds that invest in loans and are managed and/or advised by the same investment advisor of such Lender or by an Affiliate of such investment advisor), (ii) Annex I shall be deemed to be amended to reflect the Commitments and Loans of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and of the other Lenders, and (iii) upon surrender of the old Notes the Borrower will, at its own expense, issue new Notes to the respective assignee and to the assigning Lender in conformity with the requirements of Section 1.05; provided, further, that such transfer or assignment will become effective on the date set forth in the respective assignment agreement as recorded by the Administrative Agent on the Lender Register pursuant to Section 11.15. To the extent of any assignment pursuant to this Section 11.04(b) to a Person which is not already a Lender hereunder and which is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a Section 3.05 Certificate) described in Section 3.05(b)(ii). To the extent that an assignment pursuant to this Section 11.04(b) would, at the time of such assignment, result in increased costs under Section 1.10 or 3.05 from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated to pay such increased costs (although the Borrower shall be obligated to

116

pay any other increased costs of the type described above resulting from changes after the date of the respective assignment). Nothing in this clause (b) shall prevent or prohibit any Lender from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank and, with prior written notice to the Administrative Agent, any Lender which is a fund may pledge all or any portion of its Notes or Loans to its trustee or to a collateral agent or to another creditor providing credit or credit support to such Lender in support of its obligations to such trustee, such collateral agent or a holder of, or any other representative of a holder of, such obligations, or such other creditor, as the case may be; provided that no such pledge shall release the transferor Lender from any of its obligations hereunder or substitute any such trustee, collateral agent or other assignee for such Lender as a party hereto.

          (c) Notwithstanding any other provisions of this Section 11.04, no transfer or assignment of the interests or obligations of any Lender hereunder or any grant of participation therein shall be permitted if such transfer, assignment or grant would require the Borrower or any of its Subsidiaries to (i) file a registration statement with the SEC, (ii) qualify the Loans under the “Blue Sky” laws of any State or (iii) integrate such transfer or assignment with a separate securities offering of securities of the Borrower or any of its Subsidiaries.

          (d) Each Lender initially party to this Agreement hereby represents, and each Person that became a Lender pursuant to an assignment permitted by this Section 11 will, upon its becoming party to this Agreement, represent that it is an Eligible Transferee which makes or invests in loans in the ordinary course and that it will make or acquire Loans for its own account in the ordinary course; provided that subject to the preceding clauses (a) and (b), the disposition of any promissory notes or other evidences of or interests in Indebtedness held by such Lender shall at all times be within its exclusive control.

          (e) Any Lender which assigns all of its Commitments and/or Obligations hereunder in accordance with Section 11.04(b) shall cease to constitute a “Lender” hereunder, except with respect to indemnification provisions under this Agreement (including, without limitation, Sections 1.10, 1.11, 1A.06, 3.05, 11.01 and 11.06), which shall survive as to such assigning Lender.

          11.05 No Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between any Credit Party and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand.

117

          11.06 Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Pledge Party in respect of any Obligations of such Pledge Party hereunder, it shall distribute such payment to the Lenders (other than any Lender that has expressly waived its right to receive its pro rata share thereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

          (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Pledge Party to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

          (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

          11.07 Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided that (x) except as otherwise specifically provided herein, all computations determining compliance with Sections 7.11 and 7.12, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2007 historical financial statements of the Borrower delivered to the Lenders pursuant to Section 5.09(b), and (y) if at any time such computations utilize accounting principles different from those utilized in the financial statements furnished to the Lenders, such financial statements shall be accompanied by reconciliation work-sheets.

          (b) All computations of interest and Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days (365-366 days in the case of interest on Base Rate Loans).

          11.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. (a) This Agreement and the other Credit Documents and the rights and obligations of the parties hereunder and thereunder shall be construed in accordance with and be governed by the law of the State of New York. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York sitting in the

118

Borough of Manhattan or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts. Each Credit Party further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each Credit Party located outside New York City and by hand delivery to each Credit Party located within New York City, at its address for notices pursuant to Section 11.03, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Credit Party in any other jurisdiction.

          (b) Each Credit Party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Credit Document brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

          (c) Each of the parties to this Agreement hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby.

          11.09 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

          11.10 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

          11.11 Amendment or Waiver. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Borrower and the Required Lenders; provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) (with Obligations being directly affected thereby in the case of the following clauses (i) and (vii)), (i) extend the final scheduled maturity of any Loan or Note (it being understood that any waiver of any prepayment of, or the method of application of any prepayment to, the Loans shall not constitute any such extension), or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees, or reduce (or forgive) the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Total Commitment shall not constitute an increase of the Commitment of any Lender, and that an

119

increase in the available portion of any Commitment of any Lender shall not constitute an increase in the Commitment of such Lender), (ii) amend, modify or waive any provision of this Section 11.11 (except for technical amendments with respect to additional extensions of credit pursuant to this Agreement which afford the protections to such additional extensions of credit of the type provided to the A Term Loans, Initial B Term Loans and the Revolving Commitments on the Closing Date), (iii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, either the definition of Required Lenders or Super-Majority Lenders, (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement, (v) release all or substantially all of the Collateral, (vi) release all or substantially all of the Subsidiaries from the Subsidiary Guaranty (except as provided therein) or (vii) alter the requirements set forth in Sections 3.03(B) and 11.06 that certain payments with respect to Loans under a given Facility be applied or distributed on a pro rata basis to the holders of such Loans; provided, further that no such change, waiver, discharge or termination shall, without the consent of Non-Defaulting Lenders representing at least 95% of the sum of (X) all outstanding Term Loans (and if prior to the termination thereof, Delayed-Draw B Term Commitments) of Non-Defaulting Lenders and (Y) the Revolving Commitments of all Non-Defaulting Lenders (or after the termination thereof, outstanding RF Loans and the aggregate Percentages of the total outstanding Swingline Loans and Letter of Credit Outstandings of all Non-Defaulting Lenders at such time), (1) amend or modify the definition of “Change of Control” or any provision of Section 8.10 or (2) waive an Event of Default under Section 8.10; provided, further, that no such change, waiver, discharge or termination shall, (t) except in cases where additional extensions of term loans and/or revolving loans are being afforded substantially the same treatment afforded to the Term Loans and RF Loans pursuant to this Agreement as originally in effect, without the consent of the Majority Lenders of each Facility which is being allocated a lesser prepayment, repayment or commitment reduction as a result of the actions described below, alter the required application of any prepayments or repayments (or commitment reduction), as between the various Facilities, pursuant to Sections 3.03(A)(b) through (g) and Section 2.03(c), as applicable (it being understood, however, that the Required Lenders may waive, in whole or in part, any such prepayment, repayment or commitment reduction, so long as the application, as amongst the various Facilities, of any such prepayment, repayment or commitment reduction which is still required to be made is not altered), (u) without the consent of the Majority Lenders of the respective Facility affected thereby, amend the definition of Majority Lenders (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Majority Lenders on substantially the same basis as the extensions of Loans and Commitments are included on the Closing Date), (v) without the written consent of the Required RF Lenders, amend, modify or waive any condition precedent set forth in Section 4.02 with respect to the making of RF Loans, Swingline Loans or the issuance of Letters of Credit, (w) without the consent of each Letter of Credit Issuer, amend, modify or waive any provision of Section 1A or alter its rights or obligations with respect to Letters of Credit, (x) without the consent of the Swingline Lender, alter its rights or obligations with respect to Swingline Loans, (y) without the consent of the respective Agent, amend, modify or waive any provision of Section 11 as same applies to such Agent or any other provision as same relates to the rights or obligations of such Agent and (z) without the consent of the Collateral Agent, amend, modify or waive any provision relating to the rights or obligations of the Collateral Agent.

120

          (b) If, in connection with any proposed change, waiver, discharge or termination of or to any of the provisions of this Agreement as contemplated by clauses (i) through (vii), inclusive, of the first proviso to Section 11.11(a) or clause (1) or (2) of the second proviso to Section 11.11(a), the consent of the Super-Majority Lenders has been obtained, but the consent of one or more of such other Lenders whose consent is required is not obtained, then the Borrower shall have the right, so long as all non-consenting Lenders whose individual consent is required are treated as described in either clause (A) or (B) below, to either (A) replace each such non-consenting Lender or Lenders (or, at the option of the Borrower if the respective Lender’s consent is required with respect to less than all Facilities of Loans (or related Commitments), to replace only the Revolving Commitments and/or Loans of the respective non-consenting Lender which gave rise to the need to obtain such Lender’s individual consent) with one or more Replacement Lenders pursuant to Section 1.13 so long as at the time of such replacement, each such Replacement Lender consents to the proposed change, waiver, discharge or termination or (B) terminate such non-consenting Lender’s Revolving Commitment (if such Lender’s consent is required as a result of its Revolving Commitment) and/or repay each Facility of outstanding Loans of such Lender which gave rise to the need to obtain such Lender’s consent and/or cash collateralize its applicable Percentage of the Letter of Credit of Outstandings, in accordance with Section 3.03(A)(a), provided that, unless the Commitments which are terminated and Loans which are repaid pursuant to preceding clause (B) are immediately replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or outstanding Loans of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding clause (B), the Required Lenders (determined after giving effect to the proposed action) shall specifically consent thereto, provided, further, that the Borrower shall not have the right to replace a Lender, terminate its Commitment or repay its Loans solely as a result of the exercise of such Lender’s rights (and the withholding of any required consent by such Lender) pursuant to the third proviso to Section 11.11(a).

          11.12 Survival. All indemnities set forth herein including, without limitation, in Section 1.10, 1.11, 3.05, 10.06 or 11.01 shall survive the execution and delivery of this Agreement and the making and repayment of the Loans.

          11.13 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any branch office, subsidiary or affiliate of such Lender; provided that the Borrower shall not be responsible for costs arising under Section 1.10 or 3.05 resulting from any such transfer (other than a transfer pursuant to Section 1.12) to the extent not otherwise applicable to such Lender prior to such transfer.

          11.14 Confidentiality. (a) Each of the Lenders agrees that it will use its best efforts not to disclose without the prior consent of the Borrower (other than to its employees, trustees, auditors, counsel or other professional advisors, to affiliates or to another Lender if the Lender or such Lender’s holding or parent company in its sole discretion determines that any such party should have access to such information) any information with respect to the Borrower or any of its Subsidiaries which is furnished pursuant to any Credit Document and which is designated by the Borrower or the Borrower to the Lenders in writing as confidential; provided, that any Lender may disclose any such information (a) as has become generally available to the

121

public, (b) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors or to the National Association of Insurance Commissioners, (c) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation (notice of which will be promptly sent to the Borrower to the extent permitted by law), (d) in order to comply with any law, order, regulation or ruling applicable to such Lender, and (e) to any pledgee referred to in Section 11.04(b) or any prospective transferee that is an Eligible Transferee that is acceptable to the Borrower in connection with any contemplated transfer of any of the Notes or any interest therein by such Lender to the extent that such prospective transferee is notified of the confidentiality requirements relating thereto. No Lender shall be obligated or required to return any materials furnished by the Borrower or any Subsidiary. The Borrower hereby agrees that the failure of a Lender to comply with the provisions of this Section 11.14 shall not relieve the Credit Parties of any of their obligations to such Lender under this Agreement and the other Credit Documents.

          (b) The Borrower hereby represents and acknowledges that, to the best of its knowledge, neither any Lender, nor any employees or agents of, or other persons affiliated with, any Lender, have directly or indirectly made or provided any statement (oral or written) to the Borrower or to any of its employees or agents, or other persons affiliated with or related to the Borrower (or, so far as the Borrower is aware, to any other person), as to the potential tax consequences of the Transaction.

          11.15 Lender Register. The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section 11.15, to maintain a register (the “Lender Register”) on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each of the Lenders. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments or Loans of such Lender and the rights to the principal of, and interest on, such Loans or any Loan made pursuant to such Commitments shall be effective on the date set forth in the respective assignment agreement as recorded on the Lender Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to Section 11.04(b). The Borrower agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section 11.15 (but excluding such losses, claims, liabilities or liabilities incurred by reason of the Administrative Agent’s gross negligence or willful misconduct).

122

          11.16 Patriot Act Notice. Each Lender that is subject to the Patriot Act, the Letter of Credit Issuer and the Administrative Agent (for itself and not on behalf of any Lender) hereby notify the Borrower that, pursuant to the requirements of the Patriot Act, each of them is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of such Credit Party and other information that will allow such Lender, the Letter of Credit Issuer or the Administrative Agent, as applicable, to identify such Credit Party in accordance with the Patriot Act.

123

          IN WITNESS WHEREOF, each of the counterparties hereto has caused a counterpart to this Agreement to be duly executed and delivered as of the date first written above.

BORROWERS FAIRPOINT COMMUNICATIONS, INC.
By:	/s/ Thomas Griffin
	Name:	Thomas Griffin
	Title:	Treasurer
NORTHERN NEW ENGLAND SPINCO INC.
By:	/s/ J. Goodwin Bennett
	Name:	J. Goodwin Bennett
	Title:	Vice President and Assistant Secretary
ADMINISTRATIVE AGENT LEHMAN COMMERCIAL PAPER INC.
By:	/s/ William J. Hughes
	Name:	WILLIAM J. HUGHES
	Title:	MANAGING DIRECTOR
LENDERS LEHMAN COMMERCIAL PAPER INC.
By:	/s/ William J. Hughes
	Name:	WILLIAM J. HUGHES
	Title:	MANAGING DIRECTOR

CREDIT AGREEMENT

BANK OF AMERICA, N.A. , as Syndication Agent and Lender
By:	/s/ Lisa M. Webster
	Name:	Lisa M. Webster
	Title:	Vice President
DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agent
By:	/s/ Paul Vasilopoulos
	Name:	Paul Vasilopoulos
	Title:	Managing Director
MORGAN STANLEY SENIOR FUNDING, INC. , as Co-Documentation Agent
By:	/s/ Stephen King
	Name:	Stephen B. King
	Title:	VP
WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Jeffrey R. Gignac
	Name:	Jeffrey R. Gignac
	Title:	Vice President
MERRILL LYNCH CAPITAL CORPORATION
By:	/s/ Scott [illegible]
	Name:	Scott [illegible]
	Title:	Vice President

CREDIT AGREEMENT

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Anca Trifan
	Name:	Anca Trifan
	Title:	Director
DEUTSCHE BANK SECURITIES INC., as Co-Documentation Agent
By:	/s/ Yvonne Tilden
	Name:	Yvonne Tilden
	Title:	Director
MORGAN STANLEY BANK
By:	/s/ Steven King
	Name:	Steven B. King
	Title:	Authorized Signatory
COBANK, ACB
By:	/s/ Gloria Hancock
	Name:	Gloria Hancock
	Title:	Vice President

CREDIT AGREEMENT

EX-10.5

Exhibit 10.5

SUBSIDIARY GUARANTY

          SUBSIDIARY GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of March 31, 2008, made by and among each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 23 hereof, collectively, the “Guarantors”) in favor of LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

WITNESSETH :

          WHEREAS, FairPoint Communications, Inc. (“FairPoint”), Northern New England Spinco Inc. (“Spinco”), the lenders from time to time party thereto (the “Lenders”), Bank of America, N.A., as Syndication Agent, Morgan Stanley Senior Funding, Inc. and Deutsche Bank Securities Inc., as Co-Documentation Agents, and the Administrative Agent have entered into a Credit Agreement, dated as of March 31, 2008 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans to, and the issuance of, and participation in, Letters of Credit for the account of the Borrower, all as contemplated therein (the Lenders, each Letter of Credit Issuer, the Swingline Lender, the Administrative Agent, the Collateral Agent, each other Agent and the Pledgee referred to in the Pledge Agreement are herein called the “Lender Creditors”). As used herein, the term “Borrower” shall mean (i) prior to the Merger, each of FairPoint and Spinco and (ii) from and after the Merger, FairPoint.

          WHEREAS, the Borrower may from time to time be a party to one or more Interest Rate Agreements (each such Interest Rate Agreement with an Interest Rate Creditor (as defined below), a “Secured Interest Rate Agreement”) with Lehman Commercial Paper Inc., in its individual capacity (“LCPI”), any Lender, a syndicate of financial institutions organized by LCPI or such Lender or an affiliate of LCPI or such Lender (even if LCPI or any such Lender ceases to be a Lender under the Credit Agreement for any reason), and any institution that participates therein, and in each case their subsequent assigns (collectively, the “Interest Rate Creditors,” and together with the Lender Creditors, collectively, the “Secured Creditors”).

          WHEREAS, each Guarantor is a direct or indirect Subsidiary of the Borrower.

          WHEREAS, it is a condition precedent to the making of Loans to the Borrower and the issuance of, and participation in, Letters of Credit for the account of the Borrower under the Credit Agreement that each Guarantor shall have executed and delivered this Guaranty to the Administrative Agent.

          WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans by the Borrower and the issuance of, and participation in, Letters of Credit for the account of the

Borrower under the Credit Agreement and the entering into by the Borrower and/or one or more of its Subsidiaries of Secured Interest Rate Agreements and, accordingly, desires to execute this Guaranty in order to satisfy the condition described in the preceding paragraph and to induce the Lenders to make Loans to the Borrower and issue, and/or participate in, Letters of Credit for the account of the Borrower and the Interest Rate Creditors to enter into Secured Interest Rate Agreements with the Borrower and/or one or more of its Subsidiaries.

          NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby makes the following representations and warranties to the Administrative Agent for the benefit of the Secured Creditors and hereby covenants and agrees with each other Guarantor and the Administrative Agent for the benefit of the Secured Creditors as follows:

     1. GUARANTY. (a) Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees as a primary obligor and not merely as surety:

     (i) to the Lender Creditors the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of (x) the principal of, premium, if any, and interest on the Notes issued by, and the Loans made to, the Borrower under the Credit Agreement, and all reimbursement obligations and Unpaid Drawings with respect to Letters of Credit and (y) all other obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the Borrower to the Lender Creditors under the Credit Agreement and each other Credit Document to which the Borrower is a party (including, without limitation, indemnities, Fees and interest thereon (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with the Credit Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions, covenants and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations under this clause (i), except to the extent consisting of obligations or liabilities with respect to Secured Interest Rate Agreements, being herein collectively called the “Credit Document Obligations”); and

     (ii) to each Interest Rate Creditor the full and prompt payment when due (whether at the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all obligations (including, without limitation, obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including, without limitation, any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided for in the respective Secured Interest Rate Agreements, whether or not such interest is an allowed claim in any such proceeding) owing by the

-2-

Borrower under any Secured Interest Rate Agreement to which it is a party, whether now in existence or hereafter arising, and the due performance and compliance by the Borrower with all of the terms, conditions, covenants and agreements contained therein (all such obligations, liabilities and indebtedness being herein collectively called the “Interest Rate Obligations”, and together with the Credit Document Obligations are herein collectively called the “Guaranteed Obligations”).

Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without proceeding against any other Guarantor or the Borrower, or against any security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of the Guaranteed Obligations. This Guaranty is a guaranty of prompt payment and performance and not of collection.

     (b) Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or payable by the Borrower upon the occurrence in respect of the Borrower of any of the events specified in Section 8.05 of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the Secured Creditors on demand.

     2. LIABILITY OF GUARANTORS ABSOLUTE. The liability of each Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower whether executed by such Guarantor, any other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including, without limitation: (a) any direction as to application of payment by the Borrower or any other party; (b) any other continuing or other guaranty, undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed Obligations; (c) any payment on or in reduction of any such other guaranty or undertaking; (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower; (e) the failure of any Guarantor to receive any benefit from or as a result of its execution; delivery and performance of this Guaranty; (f) any payment made to any Secured Creditor on the indebtedness which any Secured Creditor repays the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each Guarantor waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding; (g) any action or inaction by the Secured Creditors as contemplated in Section 5 hereof; or (h) any invalidity, rescission, irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any security therefor.

     3. OBLIGATIONS OF GUARANTORS INDEPENDENT. The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor, any other guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor, any other

-3-

guarantor or the Borrower and whether or not any other Guarantor, any other guarantor or the Borrower be joined in any such action or actions.

     4. WAIVERS BY GUARANTORS. (a) Each Guarantor hereby waives notice of acceptance of this Guaranty and notice of the existence, creation or incurrence of any new or additional liability to which it may apply, and waives promptness, diligence, presentment, demand of payment, demand for performance, protest, notice of dishonor or nonpayment of any such liabilities, suit or taking of other action by the Administrative Agent or any other Secured Creditor against, and any other notice to, any party liable thereon (including such Guarantor, any other Guarantor, any other guarantor or the Borrower) and each Guarantor further hereby waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by any Secured Creditor upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in reliance upon this Guaranty.

     (b) Each Guarantor waives any right to require the Secured Creditors to: (i) proceed against the Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. Each Guarantor waives any defense based on or arising out of any defense of the Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party other than payment in full in cash of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full in cash of the Guaranteed Obligations. The Secured Creditors may, at their election and in accordance with the security documents governing same, foreclose on any collateral serving as security held by the Administrative Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Secured Creditors may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. Each Guarantor waives any defense arising out of any such election by the Secured Creditors, even though such election operates to impair or extinguish any right of reimbursement, contribution, indemnification or subrogation or other right or remedy of such Guarantor against the Borrower, any other Guarantor, any other guarantor of the Guaranteed Obligations or any other party or any security.

     (c) Each Guarantor hereby waives the benefits of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower or other circumstance which operates to toll any statute of limitations as to the Borrower shall operate to toll the statute of limitations as to each Guarantor.

-4-

     (d) Each Guarantor has knowledge and assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Guarantor’s financial condition, affairs and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and has adequate means to obtain from the Borrower and each other Guarantor on an ongoing basis information relating thereto and to the Borrower’s and each other Guarantor’s ability to pay and perform its respective Guaranteed Obligations, and agrees to assume the responsibility for keeping, and to keep, so informed for so long as this Guaranty is in effect. Each Guarantor acknowledges and agrees that (x) the Secured Creditors shall have no obligation to investigate the financial condition or affairs of the Borrower or any other Guarantor for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any change in, the financial condition, assets or affairs of the Borrower or any other Guarantor that might become known to any Secured Creditor at any time, whether or not such Secured Creditor knows or believes or has reason to know or believe that any such fact or change is unknown to such Guarantor, or might (or does) increase the risk of such Guarantor as guarantor hereunder, or might (or would) affect the willingness of such Guarantor to continue as a guarantor of the Guaranteed Obligations hereunder and (y) the Secured Creditors shall have no duty to advise any Guarantor of information known to them regarding any of the aforementioned circumstances or risks.

     (e) Each Guarantor hereby acknowledges and agrees that no Secured Creditor or any other Person shall be under any obligation (a) to marshal any assets in favor of such Guarantor or in payment of any or all of the liabilities of the Borrower under the Credit Documents or the obligation of such Guarantor hereunder or (b) to pursue any other remedy that such Guarantor may or may not be able to pursue itself, any right to which such Guarantor hereby waives.

     (f) Each Guarantor warrants and agrees that each of the waivers set forth in Section 3 and in this Section 4 is made with full knowledge of its significance and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers shall be effective only to the maximum extent permitted by applicable law.

     5. RIGHTS OF SECURED CREDITORS. Subject to Section 4, any Secured Creditor may (except as shall be required by applicable law and cannot be waived) at any time and from time to time without the consent of, or notice to, any Guarantor, without incurring responsibility to such Guarantor, without impairing or releasing the obligations or liabilities of such Guarantor hereunder, upon or without any terms or conditions and in whole or in part:

     (a) change the manner, place or terms of payment of, and/or change, increase or extend the time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations (including, without limitation, any increase or decrease in the rate of interest thereon or the principal amount thereof), any security therefor, or any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so changed, extended, increased, accelerated, renewed or altered;

-5-

     (b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any property or other collateral by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and/or any offset thereagainst;

     (c) exercise or refrain from exercising any rights against the Borrower, any other Credit Party, any Subsidiary thereof, any other guarantor of the Borrower or others or otherwise act or refrain from acting;

     (d) release or substitute any one or more endorsers, Guarantors, other guarantors, the Borrower or other obligors;

     (e) settle or compromise any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the Borrower to creditors of the Borrower other than the Secured Creditors;

     (f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of the Borrower to the Secured Creditors regardless of what liabilities of the Borrower remain unpaid;

     (g) consent to or waive any breach of, or any act, omission or default under, any of the Secured Interest Rate Agreements, the Credit Documents or any of the instruments or agreements referred to therein, or otherwise amend, modify or supplement any of the Secured Interest Rate Agreements, the Credit Documents or any of such other instruments or agreements;

     (h) act or fail to act in any manner which may deprive such Guarantor of its right to subrogation against the Borrower to recover full indemnity for any payments made pursuant to this Guaranty; and/or

     (i) take any other action or omit to take any other action which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of such Guarantor from its liabilities under this Guaranty (including, without limitation, any action or omission whatsoever that might otherwise vary the risk of such Guarantor or constitute a legal or equitable defense to or discharge of the liabilities of a guarantor or surety or that might otherwise limit recourse against such Guarantor).

No invalidity, illegality, irregularity or unenforceability of all or any part of the Guaranteed Obligations, the Credit Documents or any other agreement or instrument relating to the Guaranteed Obligations or of any security or guarantee therefor shall affect, impair or be a defense to this Guaranty, and this Guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any event or the existence of any other circumstances which

-6-

might constitute a legal or equitable discharge of a surety or guarantor except payment in full in cash of the Guaranteed Obligations.

     6. CONTINUING GUARANTY. This Guaranty is a continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No failure or delay on the part of any Secured Creditor in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Creditor would otherwise have. No notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Creditor to any other or further action in any circumstances without notice or demand. It is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower or the officers, directors, partners or agents acting or purporting to act on its or their behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder.

     7. SUBORDINATION OF INDEBTEDNESS HELD BY GUARANTORS. Any indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the indebtedness of the Borrower to the Secured Creditors; and such indebtedness of the Borrower to any Guarantor, if the Administrative Agent or the Collateral Agent, after an Event of Default has occurred and is continuing, so requests, shall be collected, enforced and received by such Guarantor as trustee for the Secured Creditors and be paid over to the Secured Creditors on account of the indebtedness of the Borrower to the Secured Creditors, but without affecting or impairing in any manner the liability of such Guarantor under the other provisions of this Guaranty. Prior to the transfer by any Guarantor of any note or negotiable instrument evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor shall mark such note or negotiable instrument with a legend that the same is subject to this subordination. Without limiting the generality of the foregoing, each Guarantor hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash; provided, that if any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount shall be held in trust for the benefit of the Secured Creditors and shall forthwith be paid to the Secured Creditors to be credited and applied to the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or, if the Credit Documents do not provide for the application of such amount, to be held by the Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing. Upon irrevocable payment in full in cash of all of the Guaranteed Obligations, each Guarantor shall be subrogated to the rights of the Secured Creditors to receive payments or distributions applicable to the Guaranteed Obligations until all Indebtedness of the Borrower held by such Guarantor shall be paid in full.

-7-

     8. GUARANTY ENFORCEABLE BY ADMINISTRATIVE AGENT OR COLLATERAL AGENT. Notwithstanding anything to the contrary contained elsewhere in this Guaranty or any other Credit Document or Secured Interest Rate Agreement, the Secured Creditors agree (by their acceptance of the benefits of this Guaranty) that this Guaranty may be enforced only by the action of the Administrative Agent or the Collateral Agent, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of a majority of the outstanding Interest Rate Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Guaranty or to realize upon the security to be granted by the Credit Documents, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Collateral Agent or, after all the Credit Document Obligations have been paid in full, by the holders of a majority of the outstanding Interest Rate Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Guaranty and the other Credit Documents. The Secured Creditors further agree that this Guaranty may not be enforced against any director, officer, employee, partner, member or stockholder of any Guarantor (except to the extent such partner, member or stockholder is also a Guarantor hereunder). It is understood and agreed that the agreement in this Section 8 is among and solely for the benefit of the Secured Creditors and that, if the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of a majority of the outstanding Interest Rate Obligations) so agree (without requiring the consent of any Guarantor), this Guaranty may be directly enforced by any Secured Creditor.

     9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GUARANTORS. In order to induce the Lenders to make Loans to, and issue Letters of Credit for the account of, the Borrower pursuant to the Credit Agreement, and in order to induce the Interest Rate Creditors to execute, deliver and perform the Secured Interest Rate Agreements to which they are a party, each Guarantor represents, warrants and covenants that:

     (a) until the termination of the Total Commitment and all Secured Interest Rate Agreements and until such time as no Note or Letter of Credit remains outstanding and all Guaranteed Obligations have been paid in full (other than indemnities described in Section 11.01 of the Credit Agreement and analogous provisions in the other Credit Documents which are not then due and payable), such Guarantor will take, or will refrain from taking, as the case may be, all actions that are necessary to be taken or not taken so that no violation of any provision, covenant or agreement contained in Sections 6 and 7 of the Credit Agreement, and so that no Event of Default, is caused by the actions of such Guarantor or any of its Subsidiaries; and

     (b) an executed (or conformed) copy of each of the Credit Documents and each of the Secured Interest Rate Agreements has been made available to a senior officer of such Guarantor and such officer is familiar with the contents thereof.

     10. EXPENSES. The Guarantors hereby jointly and severally agree to pay all reasonable out-of-pocket costs and expenses of the Collateral Agent, the Administrative Agent and each other Secured Creditor in connection with the enforcement of this Guaranty and the protection of the Secured Creditors’ rights hereunder and of the Administrative Agent in

-8-

connection with any amendment, waiver or consent relating hereto (including, in each case, without limitation, the reasonable fees and disbursements of counsel).

     11. BENEFIT AND BINDING EFFECT. This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Secured Creditors and their successors and assigns to the extent permitted under the Credit Agreement or the respective Secured Interest Rate Agreement.

     12. AMENDMENTS; WAIVERS. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except with the written consent of each Guarantor directly affected thereby (it being understood that the addition or release of any Guarantor hereunder shall not constitute a change, waiver, discharge or termination affecting any Guarantor other than the Guarantor so added or released) and with the written consent of either (x) the Required Lenders (or, to the extent required by Section 11.11 of the Credit Agreement, with the written consent of each Lender) at all times prior to the time at which all Credit Document Obligations have been paid in full or (y) the holders of a majority of the outstanding Interest Rate Obligations at all times after the time at which all Credit Document Obligations have been paid in full; provided, that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written consent of the Requisite Creditors (as defined below) of such Class of Secured Creditors. For the purpose of this Guaranty, the term “Class” shall mean each class of Secured Creditors, i.e., whether (x) the Lender Creditors as the holders of the Credit Document Obligations or (y) the Interest Rate Creditors as the holders of the Interest Rate Obligations. For the purpose of this Guaranty, the term “Requisite Creditors” of any Class shall mean (x) with respect to the Credit Document Obligations, the Required Lenders (or, to the extent required by Section 11.11 of the Credit Agreement, each Lender) and (y) with respect to the Interest Rate Obligations, the holders of a majority of all Interest Rate Obligations outstanding from time to time under the Secured Interest Rate Agreements.

     13. SET OFF. In addition to any rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default (such term to mean and include any “Event of Default” as defined in the Credit Agreement and any payment default under any Secured Interest Rate Agreement continuing after any applicable grace period), each Secured Creditor is hereby authorized, at any time or from time to time, without notice to any Guarantor or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Secured Creditor to or for the credit or the account of such Guarantor, against and on account of the obligations and liabilities of such Guarantor to such Secured Creditor under this Guaranty, irrespective of whether or not such Secured Creditor shall have made any demand hereunder and although said obligations, liabilities, deposits or claims, or any of them, shall be contingent or unmatured. Each Secured Creditor (by its acceptance of the benefits hereof) acknowledges and agrees (i) to promptly notify the relevant Guarantor after any such set-off and application; provided, that the failure to

-9-

give such notice shall not affect the validity of such set-off and application; and (ii) that the provisions of this Section 13 are subject to the sharing provisions set forth in Section 11.06 of the Credit Agreement.

     14. NOTICE. Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be sent or delivered by mail, telegraph, telex, telecopy, cable or courier service and all such notices and communications shall, when mailed, telegraphed, telexed, telecopied, or cabled or sent by courier, be effective when deposited in the mails, delivered to the telegraph company, cable company or overnight courier, as the case may be, or sent by telex or telecopier, except that notices and communications to the Administrative Agent or any Guarantor shall not be effective until received by the Administrative Agent or such Guarantor, as the case may be. All notices and other communications shall be in writing and addressed to such party at (i) in the case of any Lender Creditor, as provided in the Credit Agreement, (ii) in the case of any Guarantor, at its address set forth opposite its signature below and (iii) in the case of any Interest Rate Creditor, at such address as such Interest Rate Creditor shall have specified in writing to the Guarantors; or in any case at such other address as any of the Persons listed above may hereafter notify the others in writing.

     15. REINSTATEMENT. If any claim is ever made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement or compromise of any such claim effected by such payee with any such claimant (including, without limitation, the Borrower), then and in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of any Note, any Secured Interest Rate Agreement or any other instrument evidencing any liability of the Borrower, and such Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.

     16. CONSENT TO JURISDICTION; SERVICE OF PROCESS; AND WAIVER OF TRIAL BY JURY. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE SECURED CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. Any legal action or proceeding with respect to this Guaranty or any other Credit Document to which any Guarantor is a party may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, in each case located within the City of New York, and, by execution and delivery of this Guaranty, each Guarantor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor hereby further irrevocably waives any claim that any such courts lack jurisdiction over such Guarantor, and agrees not to plead or claim, in any legal action or proceeding with respect to this Guaranty or any other Credit Document to which such

-10-

Guarantor is a party brought in any of the aforesaid courts, that any such court lacks jurisdiction over such Guarantor. Each Guarantor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each Guarantor at its address set forth opposite its signature below, such service to become effective 30 days after such mailing. Each Guarantor hereby irrevocably waives any objection to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced hereunder or under any other Credit Document to which such Guarantor is a party that such service of process was in any way invalid or ineffective. Nothing herein shall affect the right of any of the Secured Creditors to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against each Guarantor in any other jurisdiction.

     (b) Each Guarantor hereby irrevocably waives (to the full extent permitted by applicable law) any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty or any other Credit Document to which such Guarantor is a party brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum.

     (c) EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

     17. TERMINATION. After the Termination Date (as defined below), but subject to Section 15, this Guaranty shall terminate (provided that all indemnities set forth herein shall survive any such termination) and the Administrative Agent, at the request and expense of the respective Guarantor, will execute and deliver to such Guarantor a proper instrument or instruments acknowledging the satisfaction and termination of this Guaranty as provided above. As used in this Guaranty, “Termination Date” shall mean the date upon which the Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note or Letter of Credit under the Credit Agreement is outstanding (and all Loans have been paid in full) and all other Obligations (as defined in the Credit Agreement) have been paid in full (other than arising from indemnities for which no request has been made).

     18. RELEASE OF LIABILITY OF GUARANTOR UPON SALE OR DISSOLUTION. In the event that all of the capital stock or other equity interests of one or more Guarantors is sold or otherwise disposed of (including by way of the merger or consolidation of such Guarantor with or into another Person) or liquidated, in any such case in compliance with the requirements of Section 7.02 of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all the Lenders if required

-11-

by Section 11.11 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall, upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Borrower or a Subsidiary thereof), be released from this Guaranty automatically and without further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the capital stock or other equity interests of any Guarantor shall be deemed to be a sale of such Guarantor for the purposes of this Section 18).

     19. CONTRIBUTION. At any time a payment in respect of the Guaranteed Obligations is made under this Guaranty, the right of contribution of each Guarantor against each other Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution of each Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”) is made on the Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor shall have a right of contribution against each other Guarantor who either has not made any payments or has made payments in respect of the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Guarantors in respect of the Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment at the time of each computation; provided, that no Guarantor may take any action to enforce such right until the Guaranteed Obligations have been irrevocably paid in full in cash and the Total Commitment and all Letters of Credit have been terminated, it being expressly recognized and agreed by all parties hereto that any Guarantor’s right of contribution arising pursuant to this Section 19 against any other Guarantor shall be expressly junior and subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Guaranty. As used in this Section 19: (i) each Guarantor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net Worth” of each Guarantor shall mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii) the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any Guaranteed Obligations arising under this Guaranty) on such date. Notwithstanding anything to the contrary

-12-

contained above, any Guarantor that is released from this Guaranty pursuant to Section 18 hereof shall thereafter have no contribution obligations, or rights, pursuant to this Section 19, and at the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and obligations of the remaining Guarantors shall be recalculated on the respective date of release (as otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 19, each Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash. Each of the Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Guarantor has the right to waive its contribution right against any Guarantor to the extent that after giving effect to such waiver such Guarantor would remain solvent, in the determination of the Required Lenders.

     20. LIMITATION ON GUARANTEED OBLIGATIONS. Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

     21. COUNTERPARTS. This Guaranty may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.

     22. PAYMENTS. All payments made by any Guarantor hereunder will be made without setoff, counterclaim or other defense and on the same basis as payments are made by the Borrower under Sections 3.04 and 3.05 of the Credit Agreement.

     23. ADDITIONAL GUARANTORS. It is understood and agreed that any Subsidiary of the Borrower that is required to execute a counterpart of this Guaranty after the date hereof pursuant to the Credit Agreement shall become a Guarantor hereunder by (x) executing and delivering a counterpart hereof (or a satisfactory joinder agreement hereto) to the Administrative Agent and (y) taking all actions as specified in this Guaranty as would have been taken by such

-13-

Guarantor had it been an original party to this Guaranty, in each case with all documents and actions required to be taken above to the reasonable satisfaction of the Administrative Agent.

     24. HEADINGS DESCRIPTIVE. The headings of the several Sections of this Guaranty are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Guaranty.

* * *

-14-

     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.

     Address:

c/o FAIRPOINT COMMUNICATIONS, INC.	FAIRPOINT BROADBAND, INC.,
521 East Morehead Street	as a Guarantor
Charlotte, NC 28202
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
c/o FAIRPOINT COMMUNICATIONS, INC.	MJD VENTURES, INC.,
521 East Morehead Street	as a Guarantor
Charlotte, NC 28202
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
c/o FAIRPOINT COMMUNICATIONS, INC.	MJD SERVICES CORP.,
521 East Morehead Street	as a Guarantor
Charlotte, NC 28202
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
c/o FAIRPOINT COMMUNICATIONS, INC.	S T ENTERPRISES, LTD.,
521 East Morehead Street	as a Guarantor
Charlotte, NC 28202
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
c/o FAIRPOINT COMMUNICATIONS, INC.	FAIRPOINT CARRIER SERVICES, INC.,
521 East Morehead Street	as a Guarantor
Charlotte, NC 28202
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer

SUBSIDIARY GUARANTY

c/o FAIRPOINT COMMUNICATIONS, INC.	FAIRPOINT LOGISTICS, INC.,
521 East Morehead Street	as a Guarantor
Charlotte, NC 28202
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer

Accepted and Agreed to: LEHMAN COMMERCIAL PAPER INC., as Administrative Agent
By:	William J. Hughes
	Name:	WILLIAM J. HUGHES
	Title:	MANAGING DIRECTOR

SUBSIDIARY GUARANTY

EX-10.6

Exhibit 10.6

PLEDGE AGREEMENT

     PLEDGE AGREEMENT, dated as of March 31, 2008 (as amended, restated, modified and/or supplemented from time to time, the “Agreement”), made by each of the undersigned pledgors (each, a “Pledgor” and together with any other entity that becomes a party hereto pursuant to Section 24 hereof, collectively, the “Pledgors”), in favor of LEHMAN COMMERCIAL PAPER INC., as Collateral Agent (including any successor collateral agent, the “Pledgee”) for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

WITNESSETH:

     WHEREAS, FairPoint Communications, Inc. (“FairPoint”), Northern New England Spinco Inc. (“Spinco”), the lenders from time to time party thereto (the “Lenders”), Lehman Commercial Paper Inc. as Administrative Agent, Bank of America, N.A., as Syndication Agent and Morgan Stanley Senior Funding, Inc. and Deutsche Bank Securities Inc., as Co-Documentation Agents have entered into a Credit Agreement, dated as of March 31, 2008 (as amended, modified, restated and/or supplemented from time to time, the “Credit Agreement”), providing for the making of Loans to, and the issuance of, and participation in, Letters of Credit for the account of the Borrower, all as contemplated therein (the Lenders, each Letter of Credit Issuer, the Swingline Lender, the Administrative Agent, the Collateral Agent, each other Agent and the Pledgee referred to in the Pledge Agreement are herein called the “Lender Creditors”). As used herein, the term “Borrower” shall mean (i) prior to the Merger, each of FairPoint and Spinco and (ii) from and after the Merger, FairPoint.

     WHEREAS, the Borrower may from time to time be a party to one or more Interest Rate Agreements (each such Interest Rate Agreement with an Interest Rate Creditor (as defined below), a “Secured Interest Rate Agreement”) with Lehman Commercial Paper Inc., in its individual capacity (“LCPI”), any Lender, a syndicate of financial institutions organized by LCPI or such Lender or an affiliate of LCPI or such Lender (even if LCPI or any such Lender ceases to be a Lender under the Credit Agreement for any reason), and any institution that participates therein, and in each case their subsequent assigns (collectively, the “Interest Rate Creditors” and together with the Lender Creditors, collectively, the “Secured Creditors”).

     WHEREAS, it is a condition precedent to the making of Loans and the issuance of, and participation in, Letters of Credit under the Credit Agreement that each Pledgor shall have executed and delivered to the Pledgee this Agreement.

     WHEREAS, each Pledgor desires to execute this Agreement to satisfy the condition described in the preceding paragraph.

     NOW, THEREFORE, in consideration of the benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby makes the

following representations and warranties to the Pledgee and hereby covenants and agrees with the Pledgee as follows:

     1. SECURITY FOR OBLIGATIONS. This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:

     (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Borrower (in the case of the Borrower or an NSG Pledgor) or such Pledgor (in the case of a Pledgor that is a Subsidiary Guarantor), now existing or hereafter incurred under, arising out of or in connection with any Credit Document to which the Borrower or such Pledgor, as the case may be, is a party (including, in the case of a Pledgor that is a Subsidiary Guarantor, all such obligations of such Pledgor under the Subsidiary Guaranty) and the due performance of and compliance by the Borrower or such Pledgor, as the case may be, with the terms of each such Credit Document (all such obligations and liabilities under this clause (i), except to the extent consisting of obligations or indebtedness with respect to Secured Interest Rate Agreements, being herein collectively called the “Credit Document Obligations”);

     (ii) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due) and liabilities of the Borrower (in the case of the Borrower and each NSG Pledgor) or such Pledgor (in the case of any Pledgor that is a Subsidiary Guarantor), now existing or hereafter incurred under, arising out of or in connection with any Secured Interest Rate Agreement (all such obligations and liabilities under this clause (ii) being herein collectively called the “Interest Rate Obligations”);

     (iii) any and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) and/or its security interest therein;

     (iv) in the event of any proceeding for the collection of the Obligations (as defined below) or the enforcement of this Agreement, after an Event of Default (such term, as used in this Agreement, shall mean any Event of Default under the Credit Agreement or any payment default by the Borrower under any Secured Interest Rate Agreement after the expiration of any applicable grace period) shall have occurred and be continuing, the reasonable out-of-pocket expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Pledgee of its rights hereunder, together with reasonable attorneys’ fees and disbursements of counsel; and

     (v) all amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this Agreement;

all such obligations, liabilities, sums and expenses set forth in clauses (i) through (v) of this Section 1 being herein collectively called the “Obligations”.

     2. DEFINITIONS. The following capitalized terms used herein shall have the definitions specified below:

     “Certificated Security” shall have the meaning given such term in Section 8-102(a)(4) of the UCC.

     “Clearing Corporation” shall have the meaning given such term in Section 8-102(a)(5) of the UCC.

     “Collateral” shall have the meaning provided in Section 3.1.

     “Collateral Accounts” shall mean any and all accounts established and maintained by the Pledgee in the name of any Pledgor to which Collateral may be credited.

     “Excluded Entity” shall mean (x) each of the corporations, partnerships, limited liability companies or associations listed on Annex G hereto where the capital stock or other equity interests of such corporations, partnerships, limited liability companies or associations are not permitted by applicable law, rule or regulation to be pledged and (y) any Telco or Carrier Services Company acquired or created pursuant to a Permitted Acquisition after the Closing Date, where the capital stock or other equity interests of such Telco or Carrier Services Company are not permitted by applicable law, rule or regulation to be pledged and, after giving effect to the acquisition or creation of such Telco or Carrier Services Company, the Pro Forma EBITDA Test is satisfied.

     “Exempted Foreign Entity” shall mean any Foreign Corporation, Foreign LLC or Foreign Partnership that, in any such case, is treated as a corporation or an association taxable as a corporation for U.S. Federal income tax purposes.

     “Financial Asset” shall have the meaning given such term in Section 8-102(a)(9) of the UCC.

     “Instrument” shall have the meaning given such term in Section 9-102(a)(47) of the UCC.

     “Investment Property” shall have the meaning given such term in Section 9-102(a)(49) of the UCC.

     “Location” of any Pledgor has the meaning given such term in Section 9-307 of the UCC.

     “Membership Interest” shall mean (x) the entire membership interest at any time owned by any Pledgor in any limited liability company (other than (I) an Excluded Entity and (II) a limited liability company that is not organized under the laws of the United States or any State or territory thereof (a “Foreign LLC”)) and (y) with respect to a Foreign LLC (other than an Excluded Entity), the entire membership interest at any time owned by any Pledgor in such Foreign LLC, provided that such Pledgor shall not be required to pledge hereunder (and the term “Membership Interest” shall not include) more than 65% of the total voting power of all classes

of the membership interests of any Foreign LLC (that is an Exempted Foreign Entity) entitled to vote (with any limited liability company (other than an Excluded Entity) in which any Pledgor owns a membership interest being herein called a “Pledged LLC”).

     “Notes” shall mean all promissory notes at any time issued to, or held by, any Pledgor.

     “NSG Pledgor” shall mean each Pledgor which is not a Subsidiary Guarantor.

     “Obligations” shall have the meaning provided in Section 1.

     “Partnership Interest” shall mean (x) the entire partnership interest (whether general and/or limited partnership interests) at any time owned by any Pledgor in any partnership (other than (I) an Excluded Entity and (II) a partnership that is not organized under the laws of the United States or any State or territory thereof (a “Foreign Partnership”)) and (y) with respect to a Foreign Partnership (other than an Excluded Entity), the entire partnership interest at any time owned by any Pledgor in such Foreign Partnership, provided that such Pledgor shall not be required to pledge hereunder (and the term “Partnership Interest” shall not include) more than 65% of the total voting power of all classes of partnership interests of any Foreign Partnership (that is an Exempted Foreign Entity) entitled to vote (with any partnership (other than an Excluded Entity) in which any Pledgor owns a partnership interest being herein called a “Pledged Partnership”).

     “Pledged Membership Interests” shall mean all Membership Interests at any time pledged or required to be pledged hereunder.

     “Pledged Notes” shall mean all Notes at any time pledged or required to be pledged hereunder.

     “Pledged Partnership Interests” shall mean all Partnership Interests at any time pledged or required to be pledged hereunder.

     “Pledged Securities” shall mean all Pledged Stock, Pledged Notes, Pledged Partnership Interests and Pledged Membership Interests.

     “Pledged Stock” shall mean all Stock at any time pledged or required to be pledged hereunder.

     “Proceeds” shall have the meaning given such term in Section 9-102(a)(64) of the UCC.

     “Registered Organization” shall have the meaning given such term in Section 9-102(a)(70) of the UCC.

     “Secured Debt Agreements” shall have the meaning provided in Section 5.

     “Securities” shall mean all of the Stock, Notes, Partnership Interests and Membership Interests.

     “Securities Intermediary” shall have the meaning given such term in Section 8-102(14) of the UCC.

     “Security Entitlement” shall have the meaning given such term in Section 8-102(a)(17) of the UCC.

     “Stock” shall mean (x) all of the issued and outstanding shares of stock at any time owned by any Pledgor of any corporation (other than (I) any Excluded Entity and (II) a corporation that is not organized under the laws of the United States or any State or territory thereof (a “Foreign Corporation”)) and (y) with respect to a Foreign Corporation that is a First-Tier Subsidiary (other than any Excluded Entity), all of the issued and outstanding shares of capital stock at any time owned by any Pledgor of such Foreign Corporation, provided that such Pledgor shall not be required to pledge hereunder (and the term “Stock” shall not include) more than 65% of the total combined voting power of all classes of capital stock of any Exempted Foreign Entity entitled to vote.

     “Transmitting Utility” has the meaning given such term in Section 9-102(a)(80) of the UCC.

     “UCC” shall mean the Uniform Commercial Code as in effect in the State of New York from time to time; provided that all references herein to specific Sections or subsections of the UCC are references to such Sections or subsections, as the case may be, of the Uniform Commercial Code as in effect in the State of New York on the date hereof.

     “Uncertificated Security” shall have the meaning given such term in Section 8-102(a)(18) of the UCC.

     3. PLEDGE OF SECURITIES, ETC.

     3.1 Pledge. To secure the Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby grant, pledge, hypothecate, mortgage, charge and assign to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing security interest (subject to those Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following, whether now existing or hereafter from time to time acquired (collectively, the “Collateral”):

     (i) all of the Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities (and all certificates or instruments evidencing such Securities);

     (ii) each Collateral Account, including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising (including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt

Agreement to be deposited in such Collateral Account, and all investments and all certificates and other instruments (including depository receipts, if any) from time to time representing or evidencing the same, and all dividends, interest, distributions, cash and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing);

     (iii) all of such Pledgor’s (x) Partnership Interest and all of such Pledgor’s right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor’s right, title and interest in each Pledged LLC, in each case including, without limitation:

     (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall at any time be entitled in respect of such Partnership Interest and/or Membership Interest;

     (b) all other payments due or to become due to such Pledgor in respect of such Partnership Interest and/or Membership Interest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;

     (c) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest;

     (d) all present and future claims, if any, of the Pledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise;

     (e) all of such Pledgor’s rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interest or Membership Interest and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and

     (f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights

and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;

     (iv) all Security Entitlements owned by such Pledgor from time to time in any and all of the foregoing; and

     (v) all Proceeds of any and all of the foregoing.

Notwithstanding anything to the contrary contained in this Section 3.1, except as otherwise required by Section 6.11 of the Credit Agreement, no Pledgor shall be required to pledge hereunder any Margin Stock owned by such Pledgor.

          3.2 Procedures. (a) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent provided below) forthwith take the following actions as set forth below:

     (i) with respect to a Certificated Security (other than a Certificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall physically deliver such Certificated Security to the Pledgee, endorsed to the Pledgee or endorsed in blank;

     (ii) with respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation or Securities Intermediary), such Pledgor shall cause the issuer of such Uncertificated Security to duly authorize, execute, and deliver to the Pledgee, an agreement for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex E hereto (appropriately completed to the satisfaction of the Pledgee and with such modifications, if any, as shall be satisfactory to the Pledgee) pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security (and any Partnership Interests and Membership Interests issued by such issuer) originated by any other Person other than a court of competent jurisdiction;

     (iii) with respect to a Certificated Security, Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), such Pledgor shall promptly notify the Pledgee thereof and shall promptly take (x) all actions required (i) to comply with the applicable rules of such Clearing Corporation or Securities Intermediary and (ii) to perfect the security interest of the Pledgee under applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC) and (y) such other actions as the Pledgee deems necessary or desirable to effect the foregoing;

     (iv) with respect to a Partnership Interest or a Membership Interest (other than a Partnership Interest or Membership Interest credited on the books of a Clearing

Corporation or Securities Intermediary), (1) if such Partnership Interest or Membership Interest is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof, and (2) if such Partnership Interest or Membership Interest is not represented by a certificate or is not a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof;

     (v) with respect to any Note, physical delivery of such Note to the Pledgee, endorsed in blank, or, at the request of the Pledgee, endorsed to the Pledgee; and

     (vi) with respect to cash proceeds from any of the Collateral described in Section 3.1 hereof, (i) the establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall have “control” within the meaning of the UCC and, at any time any Event of Default is in existence, no withdrawals or transfers may be made therefrom by any Person except with the prior written consent of the Pledgee and (ii) the deposit of such cash in such cash account.

     (b) In addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the following additional actions with respect to the Collateral:

     (i) with respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control” thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions as may be requested from time to time by the Pledgee so that “control” of such Collateral is obtained and at all times held by the Pledgee; and

     (ii) each Pledgor shall from time to time cause appropriate financing statements (on appropriate forms) under the Uniform Commercial Code as in effect in the various relevant States, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee’s security interest in all Investment Property and other Collateral which can be perfected by the filing of such financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of the relevant States, including, without limitation, Section 9-312(a) of the UCC) is so perfected.

          3.3 Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Pledgor will forthwith thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same have been duly pledged with the Pledgee hereunder. Each Pledgor further agrees to provide an opinion of counsel reasonably satisfactory to the Pledgee with respect to any pledge of Collateral constituting Uncertificated Securities promptly upon request of the Pledgee. No Pledgor shall be required at any time to pledge hereunder any Securities which constitute more than 65% of the

total combined voting power of all classes of ownership interests of any Exempted Foreign Entity entitled to vote. Notwithstanding anything to the contrary contained above in this Section 3.3, except as otherwise required by Section 6.11 of the Credit Agreement, no Pledgor shall be required to pledge hereunder any Margin Stock acquired by such Pledgor after the date hereof.

     3.4 Certain Representations and Warranties Concerning the Collateral. Each Pledgor represents and warrants that on the date hereof: (a) each Subsidiary of such Pledgor whose equity interest is required to be pledged hereunder, and the direct ownership thereof, is listed on Annex A hereto; (b) the Stock held by such Pledgor consists of the number and type of shares of the stock of the corporations as described in Annex B hereto; (c) such Stock constitutes that percentage of the issued and outstanding capital stock of the issuing corporation as set forth in Annex B hereto; (d) the Notes held by such Pledgor consist of the promissory notes described in Annex C hereto; (e) such Pledgor is the holder of record and sole beneficial owner of the Stock and Notes held by such Pledgor and there exists no options or preemption rights in respect of any of the Stock; (f) the Partnership Interests and Membership Interests, as the case may be, held by such Pledgor constitute that percentage of the entire interest of the respective Pledged Partnership or Pledged LLC, as the case may be, as is set forth under its name in Annex D hereto; (g) on the date hereof, such Pledgor owns or possesses no other Securities except as described on Annexes B, C and D hereto; and (h) the Pledgor has complied with the respective procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes B, C and D hereto.

     4. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The Pledgee shall have the right to appoint one or more sub-agents for the purpose of retaining physical possession of the Pledged Securities, which may be held (in the discretion of the Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed by the Pledgee.

     5. VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each Pledgor shall be entitled to exercise all voting rights attaching to any and all Pledged Securities owned by it, and to give consents, waivers or ratifications in respect thereof, provided that no vote shall be cast or any consent, waiver or ratification given or any action taken which would violate, result in breach of any covenant contained in, or be inconsistent with, any of the terms of this Agreement, the Credit Agreement, any other Credit Document or any Secured Interest Rate Agreement (collectively, the “Secured Debt Agreements”), or which would have the effect of impairing the value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor therein. All such rights of a Pledgor to vote and to give consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing and Section 7 hereof shall become applicable.

     6. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an Event of Default shall have occurred and be continuing, all cash dividends, distributions or other amounts payable in respect of the Pledged Securities shall be paid to the respective Pledgor, provided that all dividends, distributions or other amounts payable in respect of the Pledged Securities which are determined by the Pledgee, in its absolute discretion, to represent in whole or in part an extraordinary, liquidating or other distribution in return of capital not permitted by

the Credit Agreement shall be paid, to the extent so determined to represent an extraordinary, liquidating or other distribution in return of capital not permitted by the Credit Agreement, to the Pledgee and retained by it as part of the Collateral (unless such cash dividends or distributions are applied to repay the Obligations pursuant to Section 9 of this Agreement). The Pledgee shall also be entitled to receive directly, and to retain as part of the Collateral:

     (i) all other or additional stock, notes, membership interests, partnership interests or other securities or property (other than cash) paid or distributed by way of dividend or otherwise in respect of the Collateral;

     (ii) all other or additional stock, notes, membership interests, partnership interests or other securities or property (including cash) paid or distributed in respect of the Collateral by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; and

     (iii) all other or additional stock, notes, membership interests, partnership interests or other securities or property (including cash) which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of stock, conveyance of assets, liquidation or similar corporate reorganization (other than the Net Cash Proceeds from any Asset Sale applied to repay Loans and/or reinvested in accordance with the relevant provisions of the Credit Agreement).

Nothing contained in this Section 6 shall limit or restrict in any way the Pledgee’s right to receive the proceeds of the Collateral in any form in accordance with Section 3 of this Agreement. All dividends, distributions or other payments which are received by the respective Pledgor contrary to the provisions of this Section 6 or Section 7 shall be received in trust for the benefit of the Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith paid over to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).

     7. REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) In case an Event of Default shall have occurred and be continuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement or any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code of the State of New York, and the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable:

     (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 to such Pledgor;

     (ii) to transfer all or any part of the Collateral into the Pledgee’ s name or the name of its nominee or nominees;

     (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon);

     (iv) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);

     (v) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; and

     (vi) at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ notice of the time and place of any such sale shall be given to such Pledgor. The Pledgee shall not be obligated to make such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of all Secured Creditors (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto.

     8. REMEDIES, ETC., CUMULATIVE. Each right, power and remedy of the Pledgee provided for in this Agreement or any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or any other

Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. Unless otherwise required by the Credit Documents, no notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar other circumstances or constitute a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other further action in any circumstances without demand or notice. The Secured Creditors agree that this Agreement may be enforced only by the action of the Administrative Agent or the Pledgee, in each case acting upon the instructions of the Required Lenders (or, after the date on which all Credit Document Obligations have been paid in full, the holders of at least the majority of the outstanding Interest Rate Obligations) and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent or the Pledgee or the holders of at least a majority of the outstanding Interest Rate Obligations, as the case may be, for the benefit of the Secured Creditors upon the terms of this Agreement.

     9. APPLICATION OF PROCEEDS. (a) All moneys collected by the Pledgee or the Collateral Agent upon any sale or other disposition of the Collateral, together with all other moneys received by the Pledgee or the Collateral Agent hereunder, shall be applied as follows:

     (i) first, to the payment of all Obligations owing to the Pledgee or the Collateral Agent of the type described in clauses (iii) and (iv) of the definition of “Obligations” contained in Section 1 hereof;

     (ii) second, to the extent proceeds remain after the application pursuant to preceding clause (i), an amount equal to the outstanding Obligations to the Secured Creditors shall be paid to the Secured Creditors as provided in Section 9(c), with each Secured Creditor receiving an amount equal to its outstanding Obligations or, if the proceeds are insufficient to pay in full all such Obligations, its Pro Rata Share of the amount remaining to be distributed to be applied, with respect to the Credit Document Obligations, firstly, to the payment of interest in respect of the unpaid principal amount of Loans outstanding, secondly, to the payment of principal of Loans outstanding, then to the other Credit Document Obligations; and

     (iii) third, to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii) and following the termination of this Agreement pursuant to Section 18 hereof, to the relevant Pledgor or, to the extent directed by such Pledgor or a court of competent jurisdiction, to whomever may be lawfully entitled to receive such surplus.

     (b) For purposes of this Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, the amount (expressed as a percentage) equal to a fraction the numerator of which is the then outstanding amount of the relevant Obligations owed such Secured Creditor and the denominator of which is the then outstanding amount of all Obligations.

     (c) All payments required to be made to the (i) Lender Creditors hereunder shall be made to the Administrative Agent for the account of the respective Lender Creditors and (ii) Interest Rate Creditors hereunder shall be made to the paying agent under the applicable Secured Interest Rate Agreement or, in the case of Secured Interest Rate Agreements without a paying agent, directly to the applicable Interest Rate Creditor.

     (d) For purposes of applying payments received in accordance with this Section 9, the Pledgee and the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent for a determination (which the Administrative Agent agrees to provide upon request to the Pledgee and the Collateral Agent) of the outstanding Credit Document Obligations and (ii) any Interest Rate Creditor for a determination (which each Interest Rate Creditor agrees to provide upon request to the Pledgee and the Collateral Agent) of the outstanding Interest Rate Obligations owed to such Interest Rate Creditor. Unless it has actual knowledge (including by way of written notice from a Secured Creditor) to the contrary, the Administrative Agent under the Credit Agreement, in furnishing information pursuant to the preceding sentence, and the Pledgee and the Collateral Agent, in acting hereunder, shall be entitled to assume that (x) no Credit Document Obligations other than principal, interest and regularly accruing fees are owing to any Lender Creditor and (y) no Secured Interest Rate Agreements or Interest Rate Obligations with respect thereto are in existence.

     (e) It is understood that each Pledgor shall remain jointly and severally liable to the extent of any deficiency between (x) the amount of the Obligations for which it is liable directly or as a Guarantor that are satisfied with proceeds of the Collateral and (y) the aggregate outstanding amount of the Obligations.

     10. PURCHASERS OF COLLATERAL. Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial process or otherwise), the receipt of the Pledgee or the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Pledgee or such officer or be answerable in any way for the misapplication or nonapplication thereof.

     11. INDEMNITY. Each Pledgor jointly and severally agrees (i) to indemnify and hold harmless the Pledgee and the other Secured Creditors from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse the Pledgee for all reasonable out-of-pocket costs and expenses, including reasonable attorneys’ fees, arising in connection with any amendment, waiver or modification to this Agreement and the Pledgee and the other Secured Creditors for all reasonable costs and expenses (including reasonable attorney’s fees) growing out of or resulting from the exercise by the Pledgee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement except, with respect to clauses (i) and (ii) above, for those arising from such Person’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for moneys or

other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.

     12. FURTHER ASSURANCES; POWER OF ATTORNEY. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s own expense, file and refile under the Uniform Commercial Code such financing statements, continuation statements and other documents in such offices as the Pledgee may reasonably deem necessary or appropriate and wherever required or permitted by law in order to perfect and preserve the Pledgee’s security interest in the Collateral hereunder and hereby authorizes the Pledgee to file financing statements and amendments thereto relative to all or any part of the Collateral without the signature of such Pledgor where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder or thereunder.

     (b) Each Pledgor hereby appoints the Pledgee, such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time after the occurrence and during the continuance of an Event of Default, in the Pledgee’s reasonable discretion to take any action and to execute any instrument which the Pledgee may reasonably deem necessary or advisable to accomplish the purposes of this Agreement.

     13. THE PLEDGEE AS COLLATERAL AGENT. The Pledgee will hold in accordance with this Agreement all items of the Collateral at any time received under this Agreement. It is expressly understood and agreed that the obligations of the Pledgee as holder of the Collateral and interests therein and with respect to the disposition thereof, and otherwise under this Agreement, are only those expressly set forth in this Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein and in Section 10 of the Credit Agreement.

     14. TRANSFER BY THE PLEDGORS. No Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral or any interest therein (except in accordance with the terms of this Agreement and the other Secured Debt Agreements).

     15. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS. (a) Each Pledgor represents, warrants and covenants that:

     (i) it is, or at the time when pledged hereunder will be, the legal, beneficial and record owner of, and has (or will have) good and marketable title to, all Securities pledged by it hereunder, subject to no pledge, lien, mortgage, hypothecation, security interest, charge, option or other encumbrance whatsoever, except (x) the liens and security interests created by this Agreement and (y) liens permitted by Section 7.03(a) of the Credit Agreement;

     (ii) it has full power, authority and legal right to pledge all the Collateral pledged by it pursuant to this Agreement;

     (iii) this Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

     (iv) except to the extent already obtained or made, no consent of any other party (including, without limitation, any stockholder, limited or general partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or performance of this Agreement, (b) the validity or enforceability of this Agreement, (c) the perfection or enforceability of the Pledgee’s security interest in the Collateral or (d) except for compliance with or as may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided herein;

     (v) the execution, delivery and performance of this Agreement by such Pledgor will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to such Pledgor, or of the certificate of incorporation, certificate of formation, by-laws, certificate of limited partnership, partnership agreement or limited liability company agreement, as the case may be, of such Pledgor or of any securities issued by such Pledgor or any of its Subsidiaries, or of any mortgage, indenture, lease, loan agreement, credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the assets of such Pledgor or any of its Subsidiaries except as contemplated by this Agreement;

     (vi) all the shares of the Stock have been duly and validly issued, are fully paid and non-assessable and are subject to no options to purchase or similar rights;

     (vii) each of the Pledged Notes constitutes, or when executed by the obligor thereof will constitute, the legal, valid and binding obligation of such obligor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);

     (viii) the pledge, assignment and delivery to the Pledgee of the Securities (other than those constituting Uncertificated Securities) pursuant to this Agreement creates a

valid and, assuming such Securities are held in the continued possession of the Collateral Agent in the State of New York, perfected first priority Lien in the Securities and the proceeds thereof, subject to no other Lien or to any agreement purporting to grant to any third party a Lien on the property or assets of such Pledgor which would include the Securities (other than Liens permitted by Section 7.03(a) of the Credit Agreement);

     (ix) it has the unqualified right to pledge and grant a security interest in the Partnership Interests and Membership Interests as herein provided without the consent of any other Person, firm, association or entity which has not been obtained;

     (x) the Partnership Interests and the Membership Interests pledged by it pursuant to this Agreement have been validly acquired and are fully paid for and are duly and validly pledged hereunder;

     (xi) it is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any partnership agreement or limited liability company agreement to which such Pledgor is a party, and such Pledgor is not in violation of any other material provisions of any partnership agreement or limited liability company agreement to which such Pledgor is a party, or otherwise in default or violation thereunder, no Partnership Interest or Membership Interest is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Pledgor by any Person with respect thereto and as of the Closing Date, there are no certificates, instruments, documents or other writings (other than the partnership agreements and certificates, if any, delivered to the Collateral Agent) which evidence any Partnership Interest or Membership Interest of such Pledgor;

     (xii) the pledge and assignment of the Partnership Interests and the Membership Interests pursuant to this Agreement, together with the relevant filings, consents or recordings (which filings, consents and recordings have been made or obtained), creates a valid, perfected and continuing first security interest in such Partnership Interests and Membership Interest and the proceeds thereof, subject to no prior lien or encumbrance or to any agreement purporting to grant to any third party a lien or encumbrance on the property or assets of such Pledgor which would include the Collateral;

     (xiii) other than financing statements pursuant to Liens permitted under Section 7.04 of the Credit Agreement, there are no currently effective financing statements under the UCC covering any property which is now or hereafter may be included in the Collateral and such Pledgor will not, without the prior written consent of the Pledgee, execute and, until the Termination Date (as hereinafter defined), there will not ever be on file in any public office, any enforceable financing statement or statements covering any or all of the Collateral, except financing statements filed or to be filed in favor of the Pledgee as secured party;

     (xiv) it shall give the Pledgee prompt notice of any written claim relating to the Collateral and shall deliver to the Pledgee a copy of each other demand, notice or document received by it which may adversely affect the Pledgee’s interest in the

Collateral promptly upon, but in any event within 10 days after, such Pledgor’ s receipt thereof;

     (xv) it shall not withdraw as a partner of any Pledged Partnership or member of any Pledged LLC, or file or pursue or take any action which may, directly or indirectly, cause a dissolution or liquidation of or with respect to any Pledged Partnership or Pledged LLC or seek a partition of any property of any Pledged Partnership or Pledged LLC, except as permitted by the Credit Agreement;

     (xvi) as of the date hereof, all of its Partnership Interests and Membership Interests are uncertificated (other than the Membership Interests of Northern New England Telephone Operations LLC and Fretel Communications, LLC) and each Pledgor covenants and agrees that it will not approve of any action by any Pledged Partnership or Pledged LLC to convert such uncertificated interests into certificated interests;

     (xvii) it will take no action which would violate or be inconsistent with any of the terms of any Secured Debt Agreement, or which would have the effect of impairing the position or interests of the Pledgee or any other Secured Creditor under any Secured Debt Agreement except as permitted by the Credit Agreement; and

     (xviii) “control” (as defined in Section 8-106 of the UCC) has been obtained by the Pledgee over all of such Pledgor’s Collateral consisting of Securities (including, without limitation, Notes which are Securities) with respect to which such “control” may be obtained pursuant to Section 8-106 of the UCC, except to the extent that the obligation of the applicable Pledgor to provide the Pledgee with “control” of such Collateral has not yet arisen under this Agreement; provided that in the case of the Pledgee obtaining “control” over Collateral consisting of a Security Entitlement, such Pledgor shall have taken all steps in its control so that the Pledgee obtains “control” over such Security Entitlement.

          16. PLEDGORS’ OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement shall be absolute and unconditional and shall remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation:

     (i) any renewal, extension, amendment or modification of, or addition or supplement to or deletion from any of the Secured Debt Agreements, or any other instrument or agreement referred to therein, or any assignment or transfer of any thereof;

     (ii) any waiver, consent, extension, indulgence or other action or inaction under or in respect of any such agreement or instrument or this Agreement;

     (iii) any furnishing of any additional security to the Pledgee or its assignee or any acceptance thereof or any release of any security by the Pledgee or its assignee;

     (iv) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement or any term thereof; or

     (v) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to such Pledgor or any Subsidiary of such Pledgor, or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether or not such Pledgor shall have notice or knowledge of any of the foregoing.

          17. REGISTRATION, ETC. (a) If an Event of Default shall have occurred and be continuing and any Pledgor shall have received from the Pledgee a written request or requests that such Pledgor cause any registration, qualification or compliance under any Federal or state securities law or laws to be effected with respect to all or any part of the Pledged Stock, such Pledgor as soon as practicable and at its expense will use its best efforts to cause such registration to be effected (and be kept effective) and will use its best efforts to cause such qualification and compliance to be effected (and be kept effective) as may be so requested and as would permit or facilitate the sale and distribution of such Pledged Stock, including, without limitation, registration under the Securities Act, as then in effect (or any similar statute then in effect), appropriate qualifications under applicable blue sky or other state securities laws and appropriate compliance with any other governmental requirements, provided that the Pledgee shall furnish to such Pledgor such information regarding the Pledgee as such Pledgor may request in writing and as shall be required in connection with any such registration, qualification or compliance. Each Pledgor will cause the Pledgee to be kept reasonably advised in writing as to the progress of each such registration, qualification or compliance and as to the completion thereof, will furnish to the Pledgee such number of prospectuses, offering circulars and other documents incident thereto as the Pledgee from time to time may reasonably request, and will indemnify, to the extent permitted by law, the Pledgee, each other Secured Creditor and all others participating in the distribution of such Pledged Stock against all claims, losses, damages or liabilities caused by any untrue statement (or alleged untrue statement) of a material fact contained therein (or in any related registration statement, notification or the like) or by any omission (or alleged omission) to state therein (or in any related registration statement, notification or the like) a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same may have been caused by an untrue statement or omission based upon information furnished in writing to such Pledgor by the Pledgee or such other Secured Creditor expressly for use therein.

          (b) If at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Pledged Securities pursuant to Section 7, and such Pledged Securities or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect, the Pledgee may, in its sole and absolute discretion, sell such Pledged Securities or part thereof by private sale in such manner and under such circumstances as the Pledgee may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Pledgee, in its sole and absolute discretion, (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged

Securities or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate with a single possible purchaser to effect such sale and (iii) may restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Securities or part thereof. In the event of any such sale, the Pledgee shall incur no responsibility or liability for selling all or any part of the Pledged Securities at a price which the Pledgee, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred until the registration as aforesaid.

          18. TERMINATION; RELEASE. (a) After the Termination Date (as defined below), this Agreement shall terminate (provided that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination) and the Pledgee, at the request and expense of the respective Pledgor, will execute and deliver to such Pledgor a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement as provided above, and will duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Pledgee and as has not theretofore been sold or otherwise applied or released pursuant to this Agreement, together with any moneys at the time held by the Pledgee hereunder and, with respect to any Collateral consisting of an Uncertificated Security, a Partnership Interest or a Membership Interest (other than an Uncertificated Security, Partnership Interest or Membership Interest credited on the books of a Clearing Corporation or Securities Intermediary), a termination of the agreement relating thereto executed and delivered by the issuer of such Uncertificated Security pursuant to Section 3.2(a)(ii) or by the respective partnership or limited liability company pursuant to Section 3.2(a)(iv)(2). As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been paid in full) and all other Obligations have been paid in full (other than arising from indemnities for which no request has been made).

          (b) In the event that any part of the Collateral is sold or otherwise disposed of in connection with a sale or other disposition permitted by Section 7.02 of the Credit Agreement or is otherwise released at the direction of the Required Lenders (or all the Lenders if required by Section 11.11 of the Credit Agreement), and the proceeds of such sale or other disposition or from such release are applied in accordance with the terms of the Credit Agreement to the extent required to be so applied, the Pledgee, at the request and expense of the respective Pledgor, will release such Collateral from this Agreement, duly assign, transfer and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as is then being (or has been) so sold, disposed of or released and as may be in possession of the Pledgee and has not theretofore been released pursuant to this Agreement.

          (c) At any time that any Pledgor desires that Collateral be released as provided in the foregoing Section 18(a) or (b), it shall deliver to the Pledgee a certificate signed by a principal executive officer stating that the release of the respective Collateral is permitted pursuant to Section 18(a) or (b). The Pledgee shall have no liability whatsoever to any Secured Creditor as the result of any release of Collateral by it in accordance with (or which the Pledgee

in the absence of gross negligence and willful misconduct believes to be in accordance with) this Section 18.

          19. NOTICES, ETC. All notices and other communications hereunder shall be in writing (including telegraphic, telex, telecopier, facsimile or cable communication) and shall be delivered, telegraphed, telexed, telecopied, faxed, cabled, or mailed (by first class mail, postage prepaid):

     (i) if to any Pledgor, at its address set forth opposite its signature below;

     (ii) if to the Pledgee, at:

Lehman Commercial Paper Inc.
745 Seventh Avenue
New York, New York 10019
Attention: Loan Portfolio Group
Fax: (646) 834-4825

     (iii) if to any Lender Creditor (other than the Pledgee), either (x) to the Administrative Agent, at the address of the Administrative Agent specified in the Credit Agreement or (y) at such address as such Lender Creditor shall have specified in the Credit Agreement;

     (iv) if to any Interest Rate Creditor, at such address as such Interest Rate Creditor shall have specified in writing to the Pledgors and the Pledgee;

or at such other address as shall have been furnished in writing by any Person described above to the party required to give notice hereunder.

          20. WAIVER; AMENDMENT. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly signed by the Pledgee (with the consent of the Required Lenders or, to the extent required by Section 11.11 of the Credit Agreement, all of the Lenders) and each Pledgor affected thereby, provided that (i) no such change, waiver, modification or variance shall be made to Section 9 hereof or this Section 20 without the consent of each Secured Creditor adversely affected thereby and (ii) any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall require the written consent of the Requisite Creditors (as defined below) of such Class of Secured Creditors. For the purpose of this Agreement, the term “Class” shall mean each class of Secured Creditors, i.e., whether (x) the Lender Creditors as holders of the Credit Document Obligations or (y) the Interest Rate Creditors as holders of the Interest Rate Obligations. For the purpose of this Agreement, the term “Requisite Creditors” of any Class shall mean (x) with respect to the Credit Document Obligations, the Required Lenders (or, to the extent required by Section 11.11 of the Credit Agreement, all of the Lenders) and (y) with respect to the Interest Rate Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Secured Interest Rate Agreements.

          21. PLEDGEE NOT BOUND. (a) Nothing herein shall be construed to make the Pledgee or any other Secured Creditor liable as a general partner or limited partner of any Pledged Partnership or a member of any Pledged LLC, and neither the Pledgee nor any Secured Creditor by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a general partner or limited partner of any Pledged Partnership or a member of any Pledged LLC. The parties hereto expressly agree that, unless the Pledgee shall become the absolute owner of a Partnership Interest or a Membership Interest pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture or membership agreement among the Pledgee, any other Secured Creditor and/or a Pledgor.

          (b) Except as provided in the last sentence of paragraph (a) of this Section 21, the Pledgee, by accepting this Agreement, does not intend to become a general partner or limited partner of any Pledged Partnership or a member of any Pledged LLC or otherwise be deemed to be a co-venturer with respect to any Pledgor or any Pledged Partnership or a member of any Pledged LLC either before or after an Event of Default shall have occurred. The Pledgee shall have only those powers set forth herein and shall assume none of the duties, obligations or liabilities of a general partner or limited partner of any Pledged Partnership or of a member of any Pledged LLC or of a Pledgor.

          (c) The Pledgee shall not be obligated to perform or discharge any obligation of a Pledgor as a result of the collateral assignment hereby effected.

          (d) The acceptance by the Pledgee of this Agreement, with all the rights, powers, privileges and authority so created, shall not at any time or in any event obligate the Pledgee to appear in or defend any action or proceeding relating to the Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under the Collateral.

          22. MISCELLANEOUS. This Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect, subject to release and/or termination as set forth in Section 18, (ii) be binding upon each Pledgor, its successors and assigns; provided that no Pledgor shall assign any of its rights or obligations hereunder without the prior written consent of the Pledgee (with the prior written consent of the Required Lenders or to the extent required by Section 11.11 of the Credit Agreement, all of the Lenders), and (iii) inure, together with the rights and remedies of the Pledgee hereunder, to the benefit of the Pledgee, the other Secured Creditors and their respective successors, transferees and assigns. The headings of the several sections and subsections in this Agreement are for purposes of reference only and shall not limit or define the meaning hereof. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto.

          23. GOVERNING LAW, ETC. (a) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE SECURED CREDITORS AND OF THE UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN

ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS. Any legal action or proceeding with respect to this Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States of America for the Southern District of New York, and, by execution and delivery of this Agreement, each NSG Pledgor hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each NSG Pledgor further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to each NSG Pledgor at its address set forth opposite its signature below, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of any of the Secured Creditors to serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against any Pledgor in any other jurisdiction.

          (b) Each NSG Pledgor hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Credit Document brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that such action or proceeding brought in any such court has been brought in an inconvenient forum.

          (c) EACH PLEDGOR AND THE PLEDGEE HEREBY IRREVOCABLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

          24. ADDITIONAL PLEDGORS. It is understood and agreed that any Subsidiary of the Borrower that is required to execute a counterpart of this Agreement pursuant to the Credit Agreement shall become a Pledgor hereunder by executing a counterpart hereof and delivering the same to the Pledgee and Annexes A, B, C and D will be modified at such time in a manner acceptable to the Pledgee to give effect to such additional Pledgor.

          25. COUNTERPARTS. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with each Pledgor and the Pledgee.

          26. CONTRIBUTION. At any time a payment is made by any Pledgor (other than the Borrower) (each, a “Subsidiary Pledgor”) in respect of the Obligations from the proceeds of any sale or other disposition of Collateral owned by such Subsidiary Pledgor (each, a “Relevant Payment”), the right of contribution of each Subsidiary Pledgor hereunder against each other such Subsidiary Pledgor shall be determined as provided in the immediately following sentence, with the right of contribution of each Subsidiary Pledgor to be revised and restated as of each date on which a Relevant Payment is made. At any time that a Relevant Payment is made by a Subsidiary Pledgor that results in the aggregate payments made by such Subsidiary

Pledgor hereunder in respect of the Obligations to and including the date of the Relevant Payment exceeding such Subsidiary Pledgor’s Contribution Percentage (as defined below) of the aggregate payments made by all Subsidiary Pledgors hereunder in respect of the Obligations from the proceeds of any sale or other disposition of Collateral owned by the Subsidiary Pledgors to and including the date of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Pledgor shall have a right of contribution against each other Subsidiary Pledgor who either has not made any payments or has made (or whose Collateral has been used to make) payments hereunder in respect of the Obligations to and including the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Pledgor’s Contribution Percentage of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Pledgors hereunder in respect of the Obligations from the proceeds of any sale or other disposition of Collateral owned by the Subsidiary Pledgors (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Subsidiary Pledgor and the denominator of which is the Aggregate Excess Amount of all Subsidiary Pledgors multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary Pledgor. A Subsidiary Pledgor’s right of contribution pursuant to the preceding sentences shall arise at the time of each computation, subject to adjustment to the time of any subsequent computation; provided, that no Subsidiary Pledgor may take any action to enforce such right until the Obligations have been paid in full and the Total Commitment has been terminated, it being expressly recognized and agreed by all parties hereto that any Subsidiary Pledgor’s right of contribution arising pursuant to this Agreement against any other Subsidiary Pledgor shall be expressly junior and subordinate to such other Subsidiary Pledgor’s obligations and liabilities in respect of the Obligations and any other obligations owing under this Agreement. As used in this Section 26: (i) each Subsidiary Pledgor’s “Contribution Percentage” shall mean the percentage obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Pledgor by (y) the aggregate Adjusted Net Worth of all Subsidiary Pledgors; (ii) the “Adjusted Net Worth” of each Subsidiary Pledgor shall mean the greater of (x) the Net Worth (as defined below) of such Subsidiary Pledgor and (y) zero; and (iii) the “Net Worth” of each Subsidiary Pledgor shall mean the amount by which the fair salable value of such Subsidiary Pledgor’s assets on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without giving effect to any obligations arising under this Agreement, any Guaranteed Obligations under, and as defined in, the Subsidiary Guaranty) on such date. All parties hereto recognize and agree that, except for any right of contribution arising pursuant to this Section 26, each Subsidiary Pledgor who makes (or whose Collateral has been used to make) any payment in respect of the Obligations shall have no right of contribution or subrogation against any other Subsidiary Pledgor in respect of such payment. Each of the Subsidiary Pledgors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, each Subsidiary Pledgor has the right to waive its contribution right against any Subsidiary Pledgor to the extent that after giving effect to such waiver such Subsidiary Pledgor would remain solvent, in the determination of the Required Lenders.

          27. LEGAL NAMES; TYPE OF ORGANIZATION (AND WHETHER A REGISTERED ORGANIZATION AND/OR A TRANSMITTING UTILITY); JURISDICTION OF ORGANIZATION; LOCATION; ORGANIZATIONAL IDENTIFICATION NUMBERS;

CHANGES THERETO; ETC. No Pledgor shall change its legal name, its type of organization, its status as a Registered Organization (in the case of a Registered Organization), its status as a Transmitting Utility or as a Person which is not a Transmitting Utility, as the case may be, its jurisdiction of organization, its Location, or its organizational identification number (if any), except that any such changes shall be permitted (so long as not in violation of the applicable requirements of the Secured Debt Agreements and so long as same do not involve (x) a Registered Organization ceasing to constitute same or (y) any Pledgor changing its jurisdiction of organization or Location from the United States or a State thereof to a jurisdiction of organization or Location, as the case may be, outside the United States or a State thereof) if (i) it shall have given to the Collateral Agent not less than 10 days’ prior written notice of each change to its legal name, its type of organization, whether or not it is a Registered Organization, its jurisdiction of organization, its Location, its organizational identification number (if any), and whether or not it is a Transmitting Utility, and (ii) in connection with the respective change or changes, it shall have taken all action reasonably requested by the Collateral Agent to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected and in full force and effect. In addition, to the extent that any Pledgor does not have an organizational identification number on the date hereof and later obtains one, such Pledgor shall promptly thereafter deliver a notification of the Collateral Agent of such organizational identification number and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security interest of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect.

          28. CHANGE OF CONTROL. The Pledgee acknowledges that, under existing law, a change of control of a Subsidiary whose equity interests are pledged hereunder as a result of a proposed exercise of remedies hereunder may require the prior approval of the FCC and/or a PUC. The Pledgee further acknowledges that, notwithstanding the provisions of Section 5 and Sections 7(a)(ii), (iv) and (vi), with respect to any Collateral constituting Securities issued by a Person organized under the laws of any State of the United States, to the extent (and only to the extent) that applicable law specifically requires that regulatory approval be obtained prior to such Pledgee enforcing its rights hereunder with respect to such Collateral, the Pledgee shall not be entitled to enforce its rights hereunder with respect to such Collateral without first obtaining such required regulatory approval.

          29. SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

          30. HEADINGS DESCRIPTIVE. The headings of the several Sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

* * * *

          IN WITNESS WHEREOF, each Pledgor and the Pledgee have caused this Agreement to be executed and delivered by their duly authorized officers as of the date first above written.

Address: 521 East Morehead Street Charlotte, NC 28202	FAIRPOINT COMMUNICATIONS, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	MJD VENTURES, INC., as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	MJD SERVICES CORP., as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	S T ENTERPRISES, LTD., as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	FAIRPOINT CARRIER SERVICES, INC., as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	FAIRPOINT BROADBAND, INC., as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer

PLEDGE AGREEMENT

Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	FAIRPOINT LOGISTICS, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	ENHANCED COMMUNICATIONS OF NORTHERN NEW ENGLAND INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	UTILITIES, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	C-R COMMUNICATIONS, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	COMERCO, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	GTC COMMUNICATIONS, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer

PLEDGE AGREEMENT

Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	ST. JOE COMMUNICATIONS, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	RAVENSWOOD COMMUNICATIONS, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer
Address: c/o FAIRPOINT COMMUNICATIONS, INC. 521 East Morehead Street Charlotte, NC 28202	UNITE COMMUNICATIONS SYSTEMS, INC. as a Pledgor
	By:	/s/ Thomas Griffin
		Name:	Thomas Griffin
		Title:	Treasurer

Accepted and Agreed to: LEHMAN COMMERCIAL PAPER INC., as Collateral Agent and Pledgee
By:	William J. Hughes
	Name:	WILLIAM J. HUGHES
	Title:	MANAGING DIRECTOR

PLEDGE AGREEMENT

ANNEX A

LIST OF PLEDGED SUBSIDIARIES OF
FAIRPOINT COMMUNICATIONS, INC.

A. S T Enterprises, Ltd.

1.	Sunflower Telephone Company, Inc.
2.	FairPoint Vermont, Inc.
3.	Northland Telephone Company of Maine, Inc.
4.	S T Computer Resources, Inc.
5.	ST Long Distance, Inc.

B.	Northern New England Telephone Operations LLC
C.	Enhanced Communications of Northern New England Inc.
D.	FairPoint Logistics, Inc.
E.	MJD Ventures, Inc.

1.	The Columbus Grove Telephone Company
2.	C-R Communications, Inc.

a.	C-R Telephone Company
b.	C-R Long Distance, Inc.

3.	Taconic Telephone Corp.
4.	Ellensburg Telephone Company
5.	Sidney Telephone Company
6.	Utilities, Inc.

a.	Standish Telephone Company
b.	China Telephone Company
c.	Maine Telephone Company

A-1

d.	UI Communications, Inc.
e.	UI Long Distance, Inc.
f.	UI Telecom, Inc.

7.	Telephone Service Company
8.	Chouteau Telephone Company
9.	Chautauqua and Erie Telephone Corporation
10.	The Orwell Telephone Company
11.	GTC Communications, Inc.

a. St. Joe Communications, Inc.

i. GTC, Inc.

12.	Peoples Mutual Telephone Company
13.	Fremont Telcom Co.
14.	Comerco, Inc.

a. YCOM Networks, Inc.

15.	Community Service Telephone Co.
16.	Marianna and Scenery Hill Telephone Company
17.	The Germantown Independent Telephone Company
18.	Berkshire Telephone Corporation
19.	Bentleyville Communications Corporation
20.	Commtel Communications Inc.
21.	Fretel Communications, LLC

F. MJD Services Corp.

1.	Bluestem Telephone Company
2.	Big Sandy Telecom, Inc.

A-2

3.	Odin Telephone Exchange, Inc.
4.	Columbine Telecom Company
5.	Ravenswood Communications, Inc.

a.	The El Paso Telephone Company
b.	El Paso Long Distance Company

6.	Yates City Telephone Company
7.	FairPoint Communications Missouri, Inc.
8.	Unite Communications Systems, Inc.

a. ExOp of Missouri, Inc.

G.	FairPoint Broadband, Inc.
H.	FairPoint Carrier Services, Inc.

1.	FairPoint Communications Solutions Corp. — New York
2.	FairPoint Communications Solutions Corp. — Virginia

A-3

ANNEX B

LIST OF PLEDGED STOCK

		Type of	Number of		Percentage
	Name of Issuing Corporation	Shares	Shares		Owned
A.	FAIRPOINT COMMUNICATIONS, INC.
1.	FairPoint Broadband, Inc.	Common		100		100	%
2.	MJD Services Corp.	Common		100		100	%
3.	FairPoint Carrier Services, Inc.	Common		100		100	%
4.	MJD Ventures, Inc.	Common		100		100	%
5.	FairPoint Logistics, Inc.	Common		100		100	%
6.	S T Enterprises, Ltd.	Common		90,000		100	%
7.	Enhanced Communications of Northern New England Inc.	Common		1,000		100	%
B.	MJD SERVICES CORP.
1.	Bluestem Telephone Company	Common		100		100	%
2.	Big Sandy Telecom, Inc.	Common		100		100	%
3.	Odin Telephone Exchange, Inc.	Common		95.2857		100	%1
4.	Columbine Telecom Company	Common		100		100	%
5.	Ravenswood Communications, Inc.	Common		405		100	%
6.	Yates City Telephone Company	Common		252		100	%
7.	Unite Communications Systems, Inc.	Common		20,000		100	%
8.	FairPoint Communications Missouri, Inc.	Common		100		100	%
C.	MJD VENTURES, INC.
1.	The Columbus Grove Telephone Company	Common		318		100	%

¹ Of the 101 shares issued and outstanding, 5.7143 are held in treasury.

B-1

		Type of	Number of		Percentage
	Name of Issuing Corporation	Shares	Shares		Owned
2.	C-R Communications, Inc.	Common		750		100	%
3.	Taconic Telephone Corp.	Common		100		100	%
4.	Ellensburg Telephone Company	Common		100		100	%
5.	Sidney Telephone Company	Common		100		100	%
6.	Utilities, Inc.	Common		100		100	%
7.	Chouteau Telephone Company	Common		100		100	%
8.	Chautauqua and Erie Telephone Corporation	Common		100		100	%
9.	The Orwell Telephone Company	Common		4,795.7461		100	%
10.	Telephone Service Company	Common		100		100	%
11.	GTC Communications, Inc.	Common		1,000,000		100	%
12.	Peoples Mutual Telephone Company	Common		9,832		100	%
13.	Fremont Telcom Co.	Common		5,155.5		100	%
14.	Comerco, Inc.	Common		31,250		100	%
15.	Community Service Telephone Co.	Common		100		100	%
16.	Marianna and Scenery Hill Telephone Company	Common		306		100	%
17.	Bentleyville Communications Corporation	Common		100		100	%
18.	The Germantown Independent Telephone Company	Common		1,500		100	%
19.	Berkshire Telephone Corporation	Common		100		100	%
20.	Commtel Communications Inc.	Common		1		100	%
D.	S T ENTERPRISES, LTD.
1.	Sunflower Telephone Company, Inc.	Common		684		99.7	%
2.	FairPoint Vermont, Inc.	Common		1,000		100	%
3.	Northland Telephone Company of Maine, Inc.	Common		100		100	%
4.	S T Computer Resources, Inc.	Common		500		100	%

B-2

		Type of	Number of		Percentage
	Name of Issuing Corporation	Shares	Shares		Owned
5.	ST Long Distance, Inc.	Common		100		100	%
E.	C-R COMMUNICATIONS, INC.
1.	C-R Telephone Company	Common		100		100	%
2.	C-R Long Distance, Inc.	Common		100		100	%
F.	UTILITIES, INC.
1.	Standish Telephone Company	Common		23,560		100	%
2.	China Telephone Company	Common		20,000		100	%
3.	Maine Telephone Company	Common		100		100	%
4.	UI Communications, Inc.	Common		100		100	%
5.	UI Long Distance, Inc.	Common		100		100	%
6.	UI Telecom, Inc.	Common		100		100	%
G.	RAVENSWOOD COMMUNICATIONS, INC.
1.	The El Paso Telephone Company	Common		405		100	%
2.	El Paso Long Distance Company	Common		1,000		100	%
H.	GTC COMMUNICATIONS, INC.
1.	St. Joe Communications, Inc.	Common		1,000		100	%
I.	ST. JOE COMMUNICATIONS, INC.
1.	GTC, Inc.	Common		14,890		100	%
J.	COMERCO, INC.
1.	YCOM Networks, Inc.	Common		294		100	%
K.	FAIRPOINT CARRIER SERVICES, INC.
1.	FairPoint Communications Solutions Corp. — New York	Common		100		100	%
2.	FairPoint Communications Solutions Corp. — Virginia	Common		100		100	%

B-3

		Type of	Number of		Percentage
	Name of Issuing Corporation	Shares	Shares		Owned
L.	UNITE COMMUNICATIONS SYSTEMS, INC.
1.	ExOp of Missouri, Inc.	Common		1,000,000		100	%

B-4

ANNEX C

LIST OF PROMISSORY NOTES

None.

C-1

ANNEX D

PART I

LIST OF PARTNERSHIP INTERESTS

None.

PART II

LIST OF MEMBERSHIP INTERESTS

		Percentage
	Name of Issuing Corporation	Owned
A.	FAIRPOINT COMMUNICATIONS, INC.
1.	Northern New England Telephone Operations LLC		100
B.	MJD VENTURES, INC.
1.	Fretel Communications, LLC		100

D-1

ANNEX E

Form of Agreement Regarding Uncertificated Securities,
Membership Interests and Partnership Interests

     AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as of [  , 20  ], among the undersigned pledgor (the “Pledgor”), LEHMAN COMMERCIAL PAPER INC., not in its individual capacity but solely as Collateral Agent (the “Pledgee”), and [      ], as the issuer of the Uncertificated Securities, Membership Interests and/or Partnership Interests (each as defined below) (the “Issuer”).

WITNESSETH:

     WHEREAS, the Pledgor, certain of its affiliates and the Pledgee have entered into a Pledge Agreement, dated as of March 31, 2008 (as amended, modified, restated and/or supplemented from time to time, the “Pledge Agreement”),¹ under which, among other things, in order to secure the payment of the Obligations, the Pledgor has pledged or will pledge to the Pledgee for the benefit of the Secured Creditors, and grant a security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of the right, title and interest of the Pledgor in and to any and all [Uncertificated Securities] [Partnership Interests] [Membership Interests], from time to time by the Issuer, whether now existing or hereafter from time to time acquired by the Pledgor (with all of such [Uncertificated Securities] [Partnership Interests] [Membership Interests] being herein collectively called the “Issuer Pledged Interests”); and

     WHEREAS, the Pledgor desires the Issuer to enter into this Agreement in order to perfect the security interest of the Pledgee under the Pledge Agreement in the Issuer Pledged Interests, to vest in the Pledgee control of the Issuer Pledge Interests and to provide for the rights of the parties under this Agreement;

     NOW THEREFORE, in consideration of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1. The Pledgor hereby irrevocably authorizes and directs the Issuer, and the Issuer hereby agrees, to comply with any and all instructions and orders originated by the Pledgee (and its successors and assigns) regarding any and all of the Issuer Pledged Interests without the further consent by the registered owner (including the Pledgor), and, following its receipt of a notice from the Pledgee stating that the Pledgee is exercising exclusive control of the Issuer Pledged Interests, not to comply with any instructions or orders regarding any or all of the Issuer Pledged Interests originated by any person or entity other than the Pledgee (and its successors and assigns) or a court of competent jurisdiction.

     2. The Issuer hereby certifies that (i) no notice of any security interest, lien or other encumbrance or claim affecting the Issuer Pledged Interests (other than the security interest

¹ Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Pledge Agreement.

E-1

of the Pledgee) has been received by it, and (ii) the security interest of the Pledgee in the Issuer Pledged Interests has been registered in the books and records of the Issuer.

     3. The Issuer hereby represents and warrants that (i) the pledge by the Pledgor of, and the granting by the Pledgor of a security interest in, the Issuer Pledged Interests to the Pledgee, for the benefit of the Secured Creditors, does not violate the charter, by-laws, partnership agreement, membership agreement or any other agreement governing the Issuer or the Issuer Pledged Interests, and (ii) the Issuer Pledged Interests consisting of capital stock of a corporation are fully paid and nonassessable.

     4. All notices, statements of accounts, reports, prospectuses, financial statements and other communications to be sent to the Pledgor by the Issuer in respect of the Issuer will also be sent to the Pledgee at the following address:

[     ]
[     ]
Attention: [     ]
Telephone No.: [     ]
Telecopier No.: [     ]

     5. Following its receipt of a notice from the Pledgee stating that the Pledgee is exercising exclusive control of the Issuer Pledged Interests and until the Pledgee shall have delivered written notice to the Issuer that all of the Obligations have been paid in full and this Agreement is terminated, the Issuer will send any and all redemptions, distributions, interest or other payments in respect of the Issuer Pledged Interests from the Issuer for the account of the Pledgee only by wire transfers to such account as the Pledgee shall instruct.

     6. Except as expressly provided otherwise in Sections 4 and 5, all notices, instructions, orders and communications hereunder shall be sent or delivered by mail, telegraph, telex, telecopy, cable or overnight courier service and all such notices and communications shall, when mailed, telexed, telecopied, cabled or sent by overnight courier, be effective when deposited in the mails or delivered to overnight courier, prepaid and properly addressed for delivery on such or the next Business Day, or sent by telex or telecopier, except that notices and communications to the Pledgee or the Issuer shall not be effective until received. All notices and other communications shall be in writing and addressed as follows:

(a)	if to the Pledgor, at:
	Attention: Telephone No.: Fax No.:
(b)	if to the Pledgee, at the address given in Section 4 hereof;
(c)	if to the Issuer, at:

or at such other address as shall have been furnished in writing by any Person described above to the party required to give notice hereunder. As used in this Section 6, “Business Day” means

E-2

any day other than a Saturday, Sunday, or other day in which banks in New York are authorized to remain closed.

     7. This Agreement shall be binding upon the successors and assigns of the Pledgor and the Issuer and shall inure to the benefit of and be enforceable by the Pledgee and its successors and assigns. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall remain binding on all parties hereto. None of the terms and conditions of this Agreement may be changed, waived, modified or varied in any manner whatsoever except in writing signed by the Pledgee, the Issuer and the Pledgor.

     8. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws.

     IN WITNESS WHEREOF, the Pledgor, the Pledgee and the Issuer have caused this Agreement to be executed by their duly elected officers duly authorized as of the date first above written.

[                         ], as Pledgor
By:
	Name:
	Title:
[                         ],      not in its individual capacity but solely      as Collateral Agent and Pledgee
By:
	Name:
	Title:
[                         ],      as the Issuer
By:
	Name:
	Title:

E-3

ANNEX F

UCC FINANCING STATEMENTS

	Entity	Filing Jurisdiction
1.	Comerco, Inc.	Washington
2.	C-R Communications, Inc.	Illinois
3.	Enhanced Communications of Northern New England Inc.	Delaware
4.	FairPoint Broadband, Inc.	Delaware
5.	FairPoint Carrier Services, Inc.	Delaware
6.	FairPoint Communications, Inc.	Delaware
7.	FairPoint Logistics, Inc.	South Dakota
8.	GTC Communications, Inc.	Delaware
9.	MJD Services Corp.	Delaware
10.	MJD Ventures, Inc.	Delaware
11.	Ravenswood Communications, Inc.	Illinois
12.	S T Enterprises, Ltd.	Kansas
13.	St. Joe Communications, Inc.	Florida
14.	Unite Communications Systems, Inc.	Missouri
15.	Utilities, Inc.	Maine

F-1

     ANNEX G

EXCLUDED ENTITIES

1.	BE Mobile Communications, Incorporated
2.	Berkshire Cable Corp.
3.	Berkshire Cellular, Inc.
4.	Berkshire Net, Inc.
5.	Berkshire New York Access, Inc.
6.	Chautauqua & Erie Communications, Inc.
7.	C & E Communications, Ltd.
8.	Elltel Long Distance Corp.
9.	Fremont Broadband, LLC
10.	Germantown Long Distance Company
11.	GIT-CELL, Inc.
12.	GITCO Sales, Inc.
13.	GTC Finance Corporation
14.	Marianna Tel, Inc.
15.	Orwell Communications, Inc.
16.	Peoples Mutual Services Company
17.	Peoples Mutual Long Distance Company
18.	Quality One Technologies, Inc.
19.	Taconic TelCom Corp.
20.	Taconic Technology Corp.
21.	Telephone Operating Company of Vermont LLC

G-1

EX-10.7

Exhibit 10.7

DEPOSIT AGREEMENT

          DEPOSIT AGREEMENT, dated as of March 31, 2008 (this “Agreement”), by and among Northern New England Telephone Operations LLC, a Delaware limited liability company (“Northern New England”), Telephone Operating Company of Vermont LLC, a Delaware limited liability company (“VT Telco”), and Lehman Commercial Paper Inc., as Administrative Agent (the “Administrative Agent”).

          WHEREAS, the Administrative Agent is party to a Credit Agreement, dated as of the date hereof, by and among FairPoint Communications, Inc., Northern New England Spinco Inc., the lenders from time to time party thereto, the Administrative Agent, Bank of America, N.A., as Syndication Agent and Morgan Stanley Senior Funding, Inc. and Deutsche Bank Securities Inc., as Co-Documentation Agents, under which Northern New England is required to deposit with the Administrative Agent certificates representing 100% of the issued and outstanding membership interests of VT Telco (the “Interests”), owned by Northern New England to be held in trust by the Administrative Agent under the terms hereof;

          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound, do hereby agree as follows:

          Section 1. Defined Terms. Capitalized terms used herein without definition shall have the respective definitions assigned to such terms in the Credit Agreement.

          Section 2. Appointment of Custodian. Northern New England and VT Telco hereby appoint Lehman Commercial Paper Inc. as custodian (the “Custodian”) in accordance with the terms and conditions set forth herein, and the Custodian hereby accepts such appointment.

          Section 3. Deposit of Interests with Custodian. Northern New England shall, from time to time, deposit or cause to be deposited with the Custodian all of the Interests owned by Northern New England, accompanied by duly executed instruments of transfer or assignment in blank (the “Custodial Interests”), and which Custodial Interests shall be held by the Custodian upon the terms and conditions hereinafter set forth. Northern New England shall notify the Custodian in writing at or prior to the time when Custodial Interests are sent to the Custodian pursuant to this Agreement. The Custodian shall have no liability for Custodial Interests sent to it that remain unclaimed.

          Section 4. Distribution of Custodial Interests. The Custodian shall hold the Custodial Interests in its possession until the earlier to occur of (i) the Termination Date and (ii) the pledge under the Pledge Agreement by Northern New England of Interests to the Collateral Agent pursuant to the Credit Documents as security for the Obligations. Upon the occurrence of the event specified in clause (i) above, the Custodian shall promptly return the Custodial Interests to Northern New England or its designee. Upon the occurrence of the event specified in clause (ii) above, the Custodian shall deliver the Custodial Interests to the Collateral Agent. As used in this Agreement, “Termination Date” shall mean the date upon which the Total Commitment and all Secured Interest Rate Agreements have been terminated, no Note under the Credit Agreement is outstanding (and all Loans have been paid in full) and all other Obligations have been paid in full (other than arising from indemnities for which no request has been made).

-1-

          Section 5. Termination. This Agreement shall terminate upon the distribution of all Custodial Interests from its possession hereunder. The provisions of Sections 6, 7, 8, 9 and 10 shall survive the termination of this Agreement and the earlier resignation or removal of the Custodian.

          Section 6. No Lien. For the avoidance of doubt, the parties hereto acknowledge and agree that nothing herein shall be construed to grant (or have granted) in favor of the Administrative Agent a Lien or pledge of any kind or nature on the Custodial Interests.

          Section 7. Resignation of Custodian. The Custodian may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to Northern New England. Upon such notice, a successor custodian shall be appointed by Northern New England, who shall provide written notice of such to the resigning Custodian. Such successor custodian shall become the custodian hereunder upon the resignation or removal date specified in such notice. Upon receipt of the identity of the successor custodian, the Custodian shall deliver the Custodial Interests then held hereunder to the successor Custodian. Upon its resignation and delivery of the Custodial Interests as set forth in this Section 7, the Custodian shall be discharged of and from any and all further obligations arising in connection with the Custodial Interests or this Agreement.

          Section 8. The Custodian.

          (a) The duties, responsibilities and obligations of the Custodian with respect to the Custodial Interests shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred or implied against the Custodian. The Custodian shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.

          (b) If at any time the Custodian is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Custodial Interests (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Custodial Interests), the Custodian is authorized to comply therewith in any manner it or legal counsel of its own choosing deems reasonably appropriate; and if the Custodian complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, the Custodian shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

          (c) Other than with respect to a violation of Section 6 of this Agreement, the Custodian shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part. In no event shall the Custodian be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from Northern New England or any entity acting on behalf of Northern New England, (ii) for any indirect, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated, (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians, or (iv) for an amount in excess of the value of the Custodial Interests, valued as of the date of deposit, but only to the extent of direct money damages.

          (d) The Custodian shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the

-2-

Custodian (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

          (e) The Custodian shall be entitled to conclusively rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. The Custodian may act in conclusive reliance upon any instrument or signature reasonably believed by it to be genuine and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.

          (f) The Custodian shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or purporting to execute or deliver any such document, security or endorsement.

          (g) The Custodian shall not be under any duty to give the Custodial Interests held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder except as directed in this Agreement.

          (h) When the Custodian acts on any information, instructions, communications, (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by telex, facsimile, email or other form of electronic or data transmission, the Custodian, absent gross negligence, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of Northern New England or is not in the form Northern New England sent or intended to send (whether due to fraud, distortion or otherwise).

          (i) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Custodian hereunder, the Custodian may, in its reasonable discretion, refrain from taking any action other than to retain possession of the Custodial Interests, unless the Custodian receives written instructions, signed by Northern New England, which eliminates such ambiguity or uncertainty.

          (j) In the event of any dispute between or conflicting claims among Northern New England and any other person or entity with respect to the Custodial Interests, the Custodian shall be entitled, in its reasonable discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Custodial Interests so long as such dispute or conflict shall continue, and the Custodian shall not be or become liable in any way to Northern New England for failure or refusal to comply with such conflicting claims, demands or instructions. The Custodian shall be entitled to refuse to act until, in its reasonable discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing reasonably satisfactory to the Custodian or (ii) the Custodian shall have received security or an indemnity reasonably satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting.

          (k) The Custodian shall have no responsibility for the contents of any writing of the arbitrators or any third party contemplated herein as a means to resolve disputes and may conclusively rely without any liability upon the contents thereof.

-3-

          (l) The Custodian does not have any interest in the Custodial Interests deposited hereunder but is serving as custodial holder only and having only possession thereof.

          Section 9. Compliance with Applicable Law. Without limiting Section 6 of this Agreement, the Custodian acknowledges that, under existing law, a change of control of VT Telco, the Borrower or another Subsidiary, and/or any action to acquire, sell, or exercise voting or other consensual rights with respect to ten percent or more of the outstanding voting securities of VT Telco, the Borrower or another Subsidiary may require the prior approval of the FCC and/or a PUC. The Custodian further acknowledges that, to the extent applicable law requires that regulatory approval be obtained prior to taking such action, the Custodian shall not take such action with respect to the Custodial Interests without first obtaining such required regulatory approval.

          Section 10. Miscellaneous. (a) This Agreement embodies the entire agreement and understanding among the parties relating to the subject matter hereof.

               (b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the principles of conflict of laws.

               (c) Each of the parties hereto hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of the United States of America for the Southern District of New York in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.

               (d) All notices and other communications under this Agreement shall be delivered in accordance with Section 11.03 of the Credit Agreement.

               (e) The headings of the Sections of this Agreement have been inserted for convenience and shall not modify, define, limit or expand the express provisions of this Agreement.

               (f) This Agreement and the rights and obligations hereunder of parties hereto may not be assigned except with the prior written consent of the other parties hereto. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and permitted assigns. Except as expressly provided herein, no other person shall acquire or have any rights under or by virtue of this Agreement. This Agreement is intended to be for the sole benefit of the parties hereto, and (subject to the provisions of this Section 10(f)) their respective successors and assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person.

               (g) This Agreement may not be amended, supplemented or otherwise modified without the prior written consent of the parties hereto.

               (h) The Custodian makes no representation as to the validity, value, genuineness or the collectibility of any security or other document or instrument held by or delivered to it.

               (i) This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

-4-

               (j) The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy hereunder shall not preclude the subsequent exercise of such right or remedy.

               (k) The invalidity, illegality or unenforceability of any provision of this Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be unenforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect.

[Signature pages follow]

-5-

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC
By:	/s/ Thomas Griffin
	Name:	Thomas Griffin
	Title:	Treasurer
TELEPHONE OPERATING COMPANY OF VERMONT LLC
By:	/s/ Thomas Griffin
	Name:	Thomas Griffin
	Title:	Treasurer
LEHMAN COMMERCIAL PAPER INC., as Custodian
By	[illegible]
	Name:	[illegible]
	Title:	MD

[SIGNATURE PAGE FOR DEPOSIT AGREEMENT]

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Current Report (Form 8-K) of FairPoint Communications, Inc. of our report dated February 22, 2008, with respect to the special-purpose combined statements of selected assets, selected liabilities and parent funding of Verizon Communications Inc.’s Maine, New Hampshire and Vermont Operations as of December 31, 2007 and 2006, and the related combined statements of income, parent funding and cash flows for each of the three years in the period ended December 31, 2007 included in the FairPoint Communications, Inc. registration statement on Form S-4 (File No. 333-141825) and related information statement/prospectus filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

New York, New York
February 22, 2008

EX-99.4

Exhibit 99.4

Verizon’s Maine, New Hampshire & Vermont Operations

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Management of Verizon Communications Inc.:

We have audited the accompanying special-purpose combined statements of selected assets, selected liabilities and parent funding of Verizon Communications Inc.’s (“Verizon”) Maine, New Hampshire and Vermont Operations, a combination carved-out of Verizon New England Inc. (“Verizon New England”), NYNEX Long Distance Company (d/b/a Verizon Enterprise Solutions) and Bell Atlantic Communications Inc. (d/b/a Verizon Long Distance) (“VLD”), GTE.Net LLC and Verizon Internet Services Inc. (“VOL”) and Verizon Select Services Inc. (“VSSI”) (collectively the “Maine, New Hampshire and Vermont Operations” or the “Company”) as of December 31, 2007 and 2006, and the related combined statements of income, parent funding and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedule. These combined financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

The accompanying special-purpose combined financial statements were prepared on the basis described in Note 1. The combined financial statements include allocations of certain indirectly attributable amounts on bases determined by management of the Company.

In our opinion, the special-purpose combined financial statements referred to above present fairly, in all material respects, the selected assets, selected liabilities and parent funding of Verizon’s Maine, New Hampshire and Vermont Operations as of December 31, 2007 and 2006, and the combined results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic special-purpose combined financial statements taken as a whole, presents fairly in all material respects the information set forth herein.

As discussed in Note 1 to the special-purpose combined financial statements, the Company changed its method of accounting for uncertainty in income taxes effective January 1, 2007, stock-based compensation effective January 1, 2006 and pension and other postretirement obligations effective December 31, 2006.

/s/ Ernst & Young LLP

New York, New York

February 22, 2008

Verizon’s Maine, New Hampshire & Vermont Operations

COMBINED STATEMENTS OF INCOME

	Years Ended December 31,
	2007			2006			2005
	(Dollars in millions)
Operating Revenues (including $100, $104 and $36 from affiliates)	$	1,197		$	1,193		$	1,206
Operating Expenses (including $259, $270 and $243 allocated from affiliates) Cost of services and sales (exclusive of items shown below)		556			540			528
Selling, general and administrative expense		289			283			283
Depreciation and amortization expense		233			259			267
Total Operating Expenses		1,078			1,082			1,078
Operating Income		119			111			128
Other income (including $1, $1 and $0 allocated from affiliates)		3			4			1
Interest expense (including $(69), $(64) and $(58) allocated from affiliates)		(70	)		(66	)		(59	)
Income before provision for income taxes		52			49			70
Income tax provision		(19	)		(17	)		(26	)
Net Income	$	33		$	32		$	44

See Notes to Combined Financial Statements.

2

Verizon’s Maine, New Hampshire & Vermont Operations

COMBINED STATEMENTS OF SELECTED ASSETS, SELECTED LIABILITIES

AND PARENT FUNDING

	At December 31,
	2007		2006
	(Dollars in Millions)
ASSETS
Current assets
Short-term investments	$	37	$	49
Accounts receivable:
Trade and other, net of allowances for uncollectibles of $26 and $20		160		173
Affiliates		19		22
Materials and supplies		4		3
Deferred income taxes		10		—
Other		21		32
Total current assets		251		279
Plant, property and equipment		5,391		5,307
Less accumulated depreciation		3,763		3,606
		1,628		1,701
Intangible assets, net		2		5
Prepaid pension asset		37		31
Other assets		20		29
Total selected assets	$	1,938	$	2,045
LIABILITIES AND PARENT FUNDING
Current liabilities
Current portion of capital lease obligations	$	2	$	2
Accounts payable and accrued liabilities:
Affiliates		117		107
Other		59		70
Deferred income taxes		—		7
Other current liabilities		47		53
Total current liabilities		225		239
Capital lease obligations		10		12
Employee benefit obligations		409		373
Deferred income taxes		141		175
Unamortized investment tax credits		6		6
Other long-term liabilities		27		28
Parent funding		1,120		1,212
Total selected liabilities and parent funding	$	1,938	$	2,045

See Notes to Combined Financial Statements.

3

Verizon’s Maine, New Hampshire & Vermont Operations

COMBINED STATEMENTS OF PARENT FUNDING

	(Dollars in millions)
Balance at January 1, 2005	$	1,277
Net income		44
Minimum pension liability adjustment (net of income taxes of $6)		8
Net change due to parent funding, allocations and intercompany reimbursements		(61	)
Balance at December 31, 2005	$	1,268
Net income		32
Minimum pension liability adjustment (net of income taxes of $28)		41
Net change due to parent funding, allocations and intercompany reimbursements		(129	)
Balance at December 31, 2006	$	1,212
Net income		33
Net change due to parent funding, allocations and intercompany reimbursements		(125	)
Balance at December 31, 2007	$	1,120

See Notes to Combined Financial Statements.

4

Verizon’s Maine, New Hampshire & Vermont Operations

COMBINED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2007			2006			2005
	(Dollars in millions)
Cash Flows From Operating Activities
Net Income	$	33		$	32		$	44
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		233			259			267
Deferred income taxes, net		(39	)		—			(19	)
Employee retirement benefits		91			88			81
Provision for uncollectible accounts		22			11			17
Changes in current assets and liabilities:
Accounts receivable		(1	)		25			(8	)
Materials and supplies		(1	)		3			(1	)
Other current assets		10			13			(3	)
Accounts payable and accrued liabilities		(7	)		6			(25	)
Other current liabilities		(4	)		(10	)		4
Other, net		(73	)		(86	)		(86	)
Net cash provided by operating activities		264			341			271
Cash Flows From Investing Activities
Capital expenditures (including capitalized network software)		(149	)		(214	)		(203	)
Purchases of short-term investments		(37	)		(49	)		(50	)
Proceeds from sale of short-term investments		49			50			43
Net cash used in investing activities		(137	)		(213	)		(210	)
Cash Flows From Financing Activities
Principal repayment of capital lease obligations		(2	)		1			—
Net change in parent funding		(125	)		(129	)		(61	)
Net cash used in financing activities		(127	)		(128	)		(61	)
Net change in cash		—			—			—
Cash, beginning of year		—			—			—
Cash, end of year	$	—		$	—		$	—

See Notes to Combined Financial Statements.

5

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS

1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Verizon’s Maine, New Hampshire and Vermont operations are comprised of the local exchange business and related landline activities of Verizon Communications Inc. (Verizon) in the states of Maine, New Hampshire and Vermont, including Internet access, long distance and customer premises equipment services provided to certain customers in those states, (collectively the Business or Northern New England business). The Northern New England business is comprised of carved-out components from each of Verizon New England Inc., referred to as Verizon New England, NYNEX Long Distance Company (doing business as Verizon Enterprise Solutions) and Bell Atlantic Communications, Inc. (doing business as Verizon Long Distance), referred to as VLD, Verizon Internet Services Inc. and GTE.Net LLC, referred to as VOL, and Verizon Select Services Inc., referred to as VSSI. The Northern New England business excludes all activities of Verizon Business Global LLC.

Verizon New England is a wholly owned subsidiary of NYNEX Corporation (NYNEX), which is a wholly owned subsidiary of Verizon. VLD, VOL and VSSI are indirect wholly owned subsidiaries of Verizon. Verizon New England, VLD, VOL and VSSI are referred to collectively as “the Companies.”

The Northern New England business has one reportable segment, servicing a territory consisting of Local Access and Transport Areas (LATAs) in Maine, New Hampshire, and Vermont. These LATAs are generally centered on a city or based on some other identifiable common geography. The Northern New England business includes regulated and unregulated carrier business in all three states, consisting principally of:

•  local wireline customers and related operations and assets used to deliver:

•  local exchange service,

•  intraLATA toll service,

•  network access service, and

•  enhanced voice and data services;

•  consumer and small business switched long distance customers (excluding any customers of Verizon Business Global LLC);

•  dial-up, DSL and fiber-to-the-premises Internet service provider customers; and

•  the customer premise equipment sales, installation and maintenance business.

Many of the communications services that the Northern New England business provides are subject to regulation by the state regulatory commissions of Maine, New Hampshire and Vermont with respect to intrastate rates and services and other matters. The Federal Communications Commission regulates rates that the Northern New England business charges long-distance carriers and end-user subscribers for interstate access services and interstate traffic.

Basis of Presentation

Historically, financial statements have not been prepared for the Northern New England business, as it was not operated as a separate business. The accompanying special-purpose combined financial statements have been prepared to present the statements of selected assets, selected liabilities and parent funding, and statements of income, parent funding and cash flows of the Northern New England business in contemplation of a proposed transaction with FairPoint Communications, Inc. (FairPoint) as described in Note 3. The accompanying special-purpose combined financial statements have been prepared in accordance with

6

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

U.S. generally accepted accounting principles using specific information where available and allocations where data is not maintained on a state-specific basis within the Companies’ books and records.

The special-purpose combined financial statements include the wireline-related businesses, Internet access, long distance and customer premises equipment services provided by the Companies to customers in the states of Maine, New Hampshire and Vermont. All significant intercompany transactions have been eliminated. These special-purpose combined financial statements also include the assets, liabilities and expenses related to employees who support the Northern New England business, some of whom are expected to remain employees of the Companies following the disposition of the Northern New England business.

The preparation of financial information related to Verizon New England’s, VLD’s, VOL’s and VSSI’s operations in the states of Maine, New Hampshire and Vermont, which are included in the accompanying special-purpose combined financial statements, was based on the following:

Verizon New England:  For the Combined Statements of Selected Assets, Selected Liabilities and Parent Funding, property, plant and equipment, accumulated depreciation, intangible assets, materials and supplies and certain other assets and liabilities were determined based upon state specific records; accounts receivable were allocated based upon applicable billing system data; short-term investments, prepaid pension assets, accrued payroll related liabilities and employee benefit obligations were allocated based on employee headcount; and accounts payable were allocated based upon applicable operating expenses. The remaining assets and liabilities were primarily allocated based upon the percentage of the Northern New England business revenues, operating expenses and headcount to the total revenues, operating expenses and headcount of Verizon New England. For the Combined Statements of Income, operating revenues and operating expenses were based on state specific records.

VLD:  For the Combined Statements of Selected Assets, Selected Liabilities and Parent Funding, receivables were allocated based on the applicable operating revenues and accounts payable were allocated based on applicable operating expenses. For the Combined Statements of Income, operating revenues were determined using applicable billing system data; cost of services and sales and selling, general and administrative expenses were allocated based on the percentage of the Northern New England business revenues related to the VLD component to the total VLD revenues applied to operating expenses for total VLD.

VOL:  For the Combined Statements of Selected Assets, Selected Liabilities and Parent Funding, receivables were allocated based on applicable operating revenues; other current assets were determined using applicable billing system data; accounts payable were allocated based on the applicable operating expenses; and other current liabilities, which consisted of advanced billings, were allocated based on applicable operating revenues. For the Combined Statements of Income, operating revenues were determined using applicable billing system data and average access lines in service; cost of services and sales, selling, general and administrative expenses and interest expense were allocated based on the percentage of the Northern New England business revenues related to the VOL component to the total VOL revenues applied to operating expenses and interest expense for total VOL.

VSSI:  For the Combined Statements of Selected Assets, Selected Liabilities and Parent Funding, receivables were allocated based on the applicable operating revenues and accounts payable were allocated based on applicable operating expenses. For the Combined Statements of Income, operating revenues were identified using applicable system data; cost of services and sales and selling, general and administrative expenses were allocated based on the percentage of the Northern New England business revenues related to the VSSI component to the total VSSI revenues applied to operating expenses for total VSSI.

7

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Management believes the allocations used to determine selected amounts in the financial statements are appropriate methods to reasonably reflect the related assets, liabilities, revenues and expenses of the Northern New England business.

We have reclassified prior year amounts to conform to the current year presentation.

Use of Estimates

The accompanying combined financial statements have been prepared using U.S. generally accepted accounting principles, which require management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from those estimates.

Examples of significant estimates include the allowance for doubtful accounts, the recoverability of plant, property and equipment, pension and postretirement benefit assumptions, and income taxes. In addition, estimates were made to determine the allocations in preparing the combined financial statements as described above.

Revenue Recognition

The Northern New England business recognizes service revenues based upon usage of the Northern New England business’ local exchange network and facilities and contract fees. Fixed fees for local telephone, long distance, Internet access and certain other services are recognized in the month the service is provided. Revenue from other services that are not fixed fee or that exceed contracted amounts is recognized when such services are provided.

The Northern New England business recognizes revenue for equipment and installation services when the equipment is installed in accordance with contractual specifications and ready for the customer’s use. Maintenance and monitoring services are recognized over the term of the contract as services are provided. Long-term contracts are accounted for using the percentage of completion method. The completed contract method is used if the costs cannot be estimated with a reasonable degree of reliability.

Non-recurring customer activation fees, along with the related costs up to, but not exceeding the activation fees, are deferred and amortized over the customer relationship period.

Maintenance and Repairs

The cost of maintenance and repairs, including the cost of replacing minor items not constituting substantial betterments, is charged primarily to cost of services and sales as these costs are incurred.

Short-term Investments

Short-term investments consist primarily of cash equivalents held in trust to pay for certain employee benefits. Short-term investments are stated at cost, which approximates market value.

Trade and Other Accounts Receivable

Trade and other accounts receivable are stated at the amount the Northern New England business expects to collect. Allowances for uncollectible accounts are maintained for estimated losses resulting from the inability of the customers of Northern New England business to make required payments. In determining these estimates, the Northern New England business considers historical write-offs, the aging of the receivables and other factors, such as overall economic conditions.

8

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Materials and Supplies

Materials and supplies include new and reusable supplies and network equipment, which are stated principally at average original cost, except that specific costs are used in the case of large individual items.

Plant, Property and Equipment

Plant, property, and equipment is recorded at cost. Depreciation expense is principally based on the composite group remaining life method and straight-line composite rates. This method provides for the recognition of the cost of the remaining net investment in telephone plant, property and equipment less anticipated positive net salvage value, over the remaining asset lives. This method requires the periodic revision of depreciation rates.

The asset lives used are presented in the following table:

	Average Lives
	(In years)
Buildings		45
Central office equipment		5—11
Outside communications plant
Copper cable		15—18
Fiber cable		20
Poles and conduit		30—50
Furniture, vehicles and other		3—15

When depreciable telephone plant used in the Northern New England business’ wireline network is replaced or retired, the carrying amount of such plant is deducted from the respective accounts and charged to accumulated depreciation.

Network software purchased or developed in connection with related plant assets is capitalized. Interest associated with the acquisition or construction of plant assets is also capitalized. Capitalized interest is reported as a cost of plant and a reduction in interest expense.

Annually, the Northern New England business reviews the estimated useful lives of plant, property, and equipment along with the associated depreciation rates. Effective January 1, 2007, the life of buildings was increased to 45 years from a previous range of 31-34 years. As a result, depreciation expense decreased by $4 million for the Northern New England business in 2007 compared to 2006. This change was largely driven by a desire to standardize the useful life across all states and to be more consistent with the industry as a whole. Effective January 1, 2007, the life of circuit equipment was increased from 8 to 9 years, predominantly due to increased reserve ratios and other factors. This change resulted in a decrease in depreciation expense of $13 million in 2007 compared to 2006.

In connection with the annual review noted above, effective January 1, 2006, the remaining useful lives of circuit equipment had been shortened from 9 years to 8 years predominantly to reflect a modification to Verizon’s broadband deployment business strategy.

The Northern New England business believes that current estimated useful asset lives are reasonable, although they are subject to regular review and analysis. In the evaluation of asset lives, multiple factors are considered, including, but not limited to, the ongoing network deployment, technology upgrades and enhancements, planned retirements, and the adequacy of reserves.

9

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Long-Lived Assets

Plant, property, and equipment and intangible assets subject to amortization are reviewed for impairment in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under SFAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, by which the carrying value of the asset exceeds its fair value.

Computer Software Costs

The Northern New England business capitalizes the cost of internal-use network software and non-network software which has a useful life in excess of one year in accordance with AICPA Statement of Position (SOP) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Subsequent additions, modifications or upgrades to internal-use network software and non-network software are capitalized only to the extent that they allow the software to perform a task it previously did not perform. Software maintenance and training costs are expensed in the period in which they are incurred. Also, the Northern New England business capitalizes interest associated with the development of network and non-network internal-use software. Capitalized network and non-network internal-use computer software costs are amortized using the straight-line method over a weighted average period of 3.8 years and 7 years, respectively, and are included in Plant, Property and Equipment and Intangible Assets, net in the combined statements of selected assets, selected liabilities and parent funding.

Intangible Assets, net

The Northern New England business’ intangible assets consist of non-network internal-use software as follows:

	At December 31,
Non-Network Internal-Use Software (Weighted Average 7 Years)	2007		2006
Gross carrying amount	$	17	$	34
Less accumulated amortization		15		29
Total	$	2	$	5

Intangible asset amortization expense was $3 million, $5 million and $6 million in 2007, 2006 and 2005, respectively. Amortization expense is estimated to be $2 million in 2008 and less than $1 million thereafter related to the Northern New England business’ non-network internal-use software.

Advertising Costs

Advertising costs are expensed as they are incurred.

Stock-Based Compensation

The Northern New England business participates in the Verizon Communications Long Term Incentive Plan (the Plan). The Plan permits the granting of nonqualified stock options, incentive stock options, restricted stock, restricted stock units, performance shares, performance share units and other awards.

Restricted Stock Units

The Plan provides for grants of restricted stock units (RSUs) that vest at the end of the third year of the grant. The RSUs are classified as liability awards because the RSUs are paid in cash upon vesting. The RSU

10

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

award liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the price of Verizon’s stock.

Performance Share Units

The Plan also provides for grants of performance share units (PSUs) that vest at the end of the third year after the grant. The target award is determined at the beginning of the period and can increase (to a maximum 200% of the target) or decrease (to zero) based on Total Shareholder Return (TSR). At the end of the period, the PSU payment is determined by comparing Verizon’s TSR to the TSR of a predetermined peer group and the S&P 500 companies. All payments are subject to approval by the Verizon Board’s Human Resources Committee. The PSUs are classified as liability awards because the PSU awards are paid in cash upon vesting. The PSU award liability is measured at its fair value at the end of each reporting period and, therefore, will fluctuate based on the price of Verizon’s stock as well as Verizon’s TSR relative to the peer group’s TSR and S&P 500 TSR.

Stock Options

The Plan provides for grants of stock options to employees at an option price per share of 100% of the fair market value of Verizon stock on the date of grant. Each grant has a 10-year life, vesting equally over a three-year period, starting at the date of the grant. The Northern New England business has not granted new stock options since 2004.

The structure of Verizon’s stock incentive plans does not provide for the separate determination of certain disclosures for the Northern New England business. The costs associated with such plans are allocated to the Northern New England business as part of the general allocations and are not relevant on a participant basis. The disclosures omitted are the rollforward of stock option activity, the assumptions used in the Black-Scholes valuation and information about the range of exercise prices for outstanding and exercisable options.

Effective January 1, 2006, the Northern New England business adopted SFAS No. 123(R), Share-Based Payment utilizing the modified prospective method. SFAS No. 123(R) requires the measurement of stock-based compensation expense based on the fair value of the award on the date of grant. Under the modified prospective method, the provisions of SFAS No. 123(R) apply to all awards granted or modified after the date of adoption.

After-tax compensation expense for stock options and other stock-based compensation included in net income as reported for the years ended December 31, 2007, 2006 and 2005 was not material.

Employee Benefit Plans

The Northern New England business participates in certain Verizon benefit plans. Under these plans, pension and postretirement health care and life insurance benefits earned during the year as well as interest on projected benefit obligations are accrued currently. Prior service costs and credits resulting from changes in plan benefits are amortized over the average remaining service period of the employees expected to receive benefits.

In September 2006, the FASB issued Statement SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R) (SFAS No. 158). SFAS No. 158 requires the recognition of a defined benefit postretirement plan’s funded status as either an asset or liability on the balance sheet. SFAS No. 158 also requires the immediate recognition of the unrecognized actuarial gains and losses and prior service costs and credits that arise during the period as a component of other accumulated comprehensive income, net of applicable income taxes. Additionally, a company must determine the fair value of plan assets as of the company’s year-end. The Northern New England business adopted SFAS No. 158 effective December 31, 2006 (See Note 7).

11

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Income Taxes

Historically, Verizon and its domestic subsidiaries, including the operations of the Companies, filed a consolidated federal income tax return and combined state income tax returns in the states of Maine, New Hampshire and Vermont. The operations of the Companies have been included in a tax sharing agreement with Verizon and are allocated tax payments based on the respective tax liability as if they were filing on a separate company basis. Current and deferred tax expense has been determined by applying the provisions of SFAS No. 109, Accounting for Income Taxes, to each company as if it were a separate taxpayer.

The Northern New England business uses the deferral method of accounting for investment tax credits earned prior to the repeal of investment tax credits by the Tax Reform Act of 1986. The Northern New England business also defers certain transitional credits earned after the repeal and amortizes these credits over the estimated service lives of the related assets as a reduction to the Provision for Income Taxes.

Effective January 1, 2007, the Northern New England business adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. The first step is recognition: the Northern New England business determines whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, the Northern New England business presumes that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability. The adoption of FIN 48 was not material to the Northern New England business’ result of operations or its financial position (See Note 9).

2.   RECENT ACCOUNTING PRONOUNCEMENTS

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (Revised) (SFAS No. 141(R)), to replace SFAS No. 141, Business Combinations. SFAS No. 141(R) requires use of the acquisition method of accounting, defines the acquirer, establishes the acquisition date and broadens the scope to all transactions and other events in which one entity obtains control over one or more other businesses. This statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. The adoption of this statement will not have any impact on the Northern New England business’ financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51 (SFAS No. 160). SFAS No. 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for financial statements issued for fiscal years beginning on or after December 15, 2008. The adoption of this statement will not have any impact on the Northern New England business’ financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of SFAS No. 115 (SFAS No. 159), which allows for the option to measure financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. This statement is effective for financial

12

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

statements issued for fiscal years beginning after November 15, 2007. As the Northern New England business will not elect to fair value any of its financial instruments under the provisions of SFAS No. 159, the adoption of this statement will not have any impact on its financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurement (SFAS No. 157). SFAS No. 157 expands disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. The Northern New England business is required to adopt SFAS No. 157 effective January 1, 2008 on a prospective basis. On February 12, 2008, the FASB issued FSP 157-b which delays the effective date of SFAS No. 157 for one year for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The Northern New England business will elect a partial deferral of SFAS No. 157 under the provisions of FSP 157-b. The deferral applies to measurement of fair value used when testing intangible assets and other long-lived assets for impairment and valuing asset retirement obligations and liabilities for exit or disposal activities. The impact of partially adopting SFAS No. 157 effective January 1, 2008 will not be material to the Northern New England business’ financial statements.

In June 2006, the Emerging Issues Task Force (EITF) reached a consensus on EITF No. 06-3, How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (EITF No. 06-3). EITF No. 06-3 permits that such taxes can be presented on either a gross basis or a net basis as long as that presentation is used consistently. The adoption of EITF No. 06-3 on January 1, 2007 did not impact the Northern New England business’ combined financial statements. The Northern New England business presents the taxes within the scope of EITF No. 06-3 on a net basis.

3.   MATERIAL TRANSACTIONS

On January 16, 2007, Verizon announced a definitive agreement with FairPoint that will result in Verizon establishing the Northern New England business as a separate entity and spinning off the Northern New England business to Verizon’s stockholders, and immediately merging it with and into FairPoint. The transaction is subject to the satisfaction of certain conditions, including receipt of state and federal telecommunications regulatory approvals. The Northern New England business expects this transaction to close by the end of the first quarter of 2008.

Upon the closing of the transaction, Verizon stockholders are expected to own approximately 60 percent of the new company and FairPoint stockholders are expected to own approximately 40 percent.

4. PLANT, PROPERTY AND EQUIPMENT

The Companies maintain continuing property records, which identify specific plant, property and equipment (PP&E) balances, depreciation reserves and annual capital expenditure amounts for the Northern New England business. The PP&E balance in the accompanying statements of selected assets, selected liabilities, and parent funding is based on these specific amounts and does not include any allocations of common assets utilized in providing centralized services and otherwise not specifically associated with the

13

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Northern New England business. The following table displays the details of plant, property and equipment of the Northern New England business, which is stated at cost:

	At December 31,
	2007		2006
	(Dollars in millions)
Land	$	11	$	11
Buildings		287		284
Central office equipment		2,235		2,202
Outside communications plant		2,649		2,571
Furniture, vehicles and other work equipment		155		158
Construction-in-progress		12		34
Other		42		47
		5,391		5,307
Less Accumulated depreciation		3,763		3,606
Total	$	1,628	$	1,701

5.   LEASES

The Northern New England business leases certain facilities and equipment for use in its operations under both capital and operating leases.

Capital lease amounts included in plant, property and equipment are as follows:

	At December 31,
	2007		2006
	(Dollars in millions)
Capital leases	$	17	$	17
Less accumulated amortization		9		7
Total	$	8	$	10

Total rent expense under operating leases for the Northern New England business amounted to $63 million, $66 million and $59 million in 2007, 2006 and 2005, respectively. Of these amounts, $45 million, $49 million and $39 million in 2007, 2006 and 2005, respectively, were lease payments to affiliated companies for land and buildings.

14

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The table below displays the Northern New England business’ aggregate minimum rental commitments under noncancelable leases for the periods shown at December 31, 2007:

	Capital			Third Party
Years	Leases			Operating Leases
	(Dollars in millions)
2008	$	3		$	5
2009		4			4
2010		3			4
2011		2			3
2012		2			1
Thereafter		3			—
Total minimum rental commitments		17		$	17
Less interest and executory costs		(5	)
Present value of minimum lease payments		12
Less current installments		(2	)
Long-term obligation at December 31, 2007	$	10

The amounts presented in the table above do not include commitments resulting from allocations and noncancelable short-term operating leases, such as rents from facilities, equipment and pole attachments.

6.   FINANCIAL INSTRUMENTS

Concentrations of Credit Risk

Financial instruments that subject the Northern New England business to concentrations of credit risk consist primarily of short-term investments and trade receivables. Concentrations of credit risk with respect to trade receivables, other than those from AT&T, are limited due to the large number of customers. The Northern New England business generated revenues from services provided to AT&T (primarily network access and billing and collection) of $53 million in 2007, $57 million in 2006 and $60 million in 2005.

While the Northern New England business may be exposed to credit losses due to the nonperformance of its counterparties, the Northern New England business considers this risk remote and does not expect the settlement of these transactions to have a material effect on its results of operations or financial position.

7.   EMPLOYEE BENEFITS

The Northern New England business participates in Verizon’s benefit plans. Verizon maintains noncontributory defined pension plans for many of its employees. The postretirement health care and life insurance plans for the Companies’ retirees and their dependents are both contributory and noncontributory and include a limit on the Companies’ share of cost for recent and future retirees. The Companies also sponsor defined contribution savings plans to provide opportunities for eligible employees to save for retirement on a tax-deferred basis. A measurement date of December 31 is used for the pension and postretirement health care and life insurance plans.

The structure of Verizon’s benefit plans does not provide for the separate attribution of the related pension and postretirement assets and obligations at the Northern New England business level. Because there is not a separate plan for the Northern New England business, the annual income and expense related to such assets and obligations have been allocated to the Northern New England business and are reflected as prepaid

15

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

pension assets and employee benefit obligations in the combined statements of selected assets, selected liabilities and parent funding.

The Northern New England business adopted SFAS No. 158 effective December 31, 2006. The SFAS No. 158 related adjustments recorded by Verizon to recognize the funded status of the plans are not reflected in the Northern New England business’ combined statements of selected assets, liabilities and parent funding other than the reversal of the previously recorded Additional Minimum Pension liability as of December 31, 2006.

After June 30, 2006, Verizon management employees, including management employees of the Northern New England business, no longer earn pension benefits or earn service towards the company retiree medical subsidy. In addition, new management employees hired after December 31, 2005 are not eligible for pension benefits and managers with less than 13.5 years of service as of June 30, 2006 are not eligible for company-subsidized retiree healthcare or retiree life insurance benefits. Beginning July 1, 2006, Northern New England business management employees receive an increased company match on their savings plan contributions.

The structure of Verizon’s benefit plans does not provide for the separate determination of certain disclosures for the Companies or for the Northern New England business.

Pension Plans and Other Postretirement Benefits

Pension and other postretirement benefits for the majority of the Northern New England business’ employees are subject to collective bargaining agreements. Approximately 88% of the Northern New England business’ employees (associates) associated with Verizon New England operations are covered by collective bargaining agreements, which expire in August 2008. Modifications in benefits have been bargained for from time to time, and Verizon may also periodically amend the benefits in the management plans.

Benefit Cost

The following table summarizes the benefit costs related to the Northern New England business’ pension and postretirement health care and life insurance plans associated with the operations of Verizon New England. Because the Northern New England business’ operating expenses associated with VLD, VOL and VSSI were determined predominantly through allocations, separate identification of the benefit costs for these businesses was not readily available.

	Years Ended December 31,
	Pension						Health Care and Life
	2007		2006		2005		2007		2006		2005
	(Dollars in millions)
Net periodic benefit (income) cost	$	1	$	6	$	—	$	90	$	82	$	77
Settlement loss (gain)		—		—		—		—		—		—
Curtailment loss (gain)		—		—		10				—		(6	)
Total cost	$	1	$	6	$	10	$	90	$	82	$	71

In 2005 as a result of Verizon’s announcement regarding changes to management retiree benefits, the Northern New England business recorded an expense of $10 million for pension curtailments and income of $6 million for retiree medical curtailments related to Verizon management pension and postretirement plans. The settlement and curtailment of pension obligations are recorded in accordance with SFAS No. 88, Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits and SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other than Pensions.

16

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

The employee benefit assets and obligations associated with the operations of Verizon New England and recognized in the Northern New England business’ combined statements of selected assets, selected liabilities and parent funding consist of:

	At December 31,
	Pension				Health Care and Life
	2007		2006		2007		2006
	(Dollars in millions)
Prepaid pension asset	$	37	$	31	$	—	$	—
Employee benefit obligations		15		37		372		321

The changes in the employee benefit asset and obligations from year to year reflect changes in actuarial assumptions (see Assumptions), curtailments and settlements.

As a result of the adoption of SFAS No. 158, the Northern New England business no longer records an additional minimum pension liability. In prior years, as a result of changes in interest rates and investment returns, an adjustment to the additional minimum pension liability was required for certain plans. The adjustment in the liability allocated to the Northern New England business as indicated below is recorded as a charge or (credit) to parent funding, net of tax.

	Years Ended December 31,
	2007		2006			2005
	(Dollars in millions)
Decrease in minimum liability in parent funding, net of tax		—		(41	)		(8	)

Assumptions

The weighted-average assumptions used in determining benefit obligations are as follows:

	At December 31,
	Pension						Health Care and Life
	2007			2006			2007			2006
Discount rate		6.50	%		6.00	%		6.50	%		6.00	%
Rate of future increases in compensation		4.00			4.00			4.00			4.00

The weighted-average assumptions used in determining net periodic cost are as follows:

	Years Ended December 31,
	Pension									Health Care and Life
	2007			2006			2005			2007			2006			2005
Discount rate		6.00	%		5.75	%		5.75	%		6.00	%		5.75	%		5.75	%
Expected return on plan assets		8.50			8.50			8.50			8.25			8.25			7.75
Rate of compensation increase		4.00			4.00			5.00			4.00			4.00			4.00

In order to project the long-term target investment return for the total portfolio, estimates are prepared for the total return of each major asset class over the subsequent 10-year period, or longer. Those estimates are based on a combination of factors including the following: current market interest rates and valuation levels, consensus earnings expectations, historical long-term risk premiums and value-added. To determine the

17

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

aggregate return for the Verizon pension trust, the projected return of each individual asset class is then weighted according to the allocation to that investment area in the Trust’s long-term asset allocation policy.

The assumed health care cost trend rates are as follows:

	At December 31,
	Heath Care and Life
	2007			2006			2005
Health care cost trend rate assumed for next year		10.00	%		10.00	%		10.00	%
Rate to which cost trend rate gradually declines		5.00	%		5.00	%		5.00	%
Year the rate reaches level it is assumed to remain thereafter		2013			2011			2010

Savings Plans and Employee Stock Ownership Plans

Substantially all of the Northern New England business’ employees are eligible to participate in savings plans maintained by Verizon. Verizon maintains four leveraged employee stock ownership plans (ESOP) for its management employees. Under these plans, a certain percentage of eligible employee contributions are matched with shares of Verizon’s common stock. The Northern New England business recognizes savings plan costs based on these matching obligations. The Northern New England business recorded total savings plan costs of $11 million in 2007, $10 million in 2006 and $9 million in 2005.

Severance Benefits

The Northern New England business maintains ongoing severance plans for both management and associate employees who are terminated. The costs for these plans are accounted for under SFAS No. 112, Employers’ Accounting for Postemployment Benefits-an amendment of FASB Statements No. 5 and 43.  Severance benefits are accrued based on the terms of the severance plan over the estimated service periods of the employees. The accruals are also based on the historical run-rate of actual severances and expectations for future severances. Severance costs are included in selling, general and administrative expense in the statement of income. The following table provides an analysis of the severance liabilities of Verizon New England’s operations in Maine, New Hampshire and Vermont:

			Charged
	Beginning		to Expense
Year	of Year		(a)		Payments			End of Year
	(Dollars in millions)
2005	$	15		1		(7	)	$	9
2006		9		2		(6	)		5
2007		5		16		(8	)		13

(a) Includes accruals and adjustments for ongoing employee severance costs and $14 million of special charges in 2007 and $1 million of special charges in each of 2006 and 2005.

The severance liability at December 31, 2007 includes future contractual payments due to employees separated as of the end of the year.

8.   PARENT FUNDING AND INTEREST EXPENSE

For purposes of these statements, some funding requirements have been summarized as “Parent Funding” without regard to whether the funding represents debt or equity. No specific debt instruments can be directly associated with the Northern New England business, nor are separate equity accounts maintained. As such, a portion of interest expense net of interest income of the Companies for the years ended December 31, 2007, 2006 and 2005 was allocated to the Northern New England business based on the percentage of the Northern New England business parent funding relative to the total debt and equity for the Companies.

18

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

9.   INCOME TAXES

The components of the income tax provision for the Northern New England business are presented in the following table:

	Years Ended December 31,
	2007			2006			2005
	(Dollars in millions)
Current:
Federal	$	49		$	14		$	30
State and local		10			3			15
		59			17			45
Deferred:
Federal		(33	)		—			(10	)
State and local		(6	)		1			(8	)
		(39	)		1			(18	)
Investment tax credits		(1	)		(1	)		(1	)
Total income tax expense	$	19		$	17		$	26

The following table shows the principal reasons for the difference between the Northern New England business’ effective income tax rate and the statutory federal income tax rate:

	Years Ended December 31,
	2006			2005			2004
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal tax benefits		5.3			5.4			5.8
Investment tax credits		(.7	)		(.8	)		(.6	)
Medicare subsidy		(3.5	)		(4.2	)		(2.8	)
Other, net		1.1			(.2	)		(.1	)
Effective income tax rate		37.2	%		35.2	%		37.3	%

19

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

Deferred taxes arise because of differences in the book and tax bases of certain assets and liabilities. Significant components of the Northern New England business’ deferred tax assets and liabilities are shown in the following table:

	At December 31,
	2007		2006
	(Dollars in millions)
Deferred tax assets:
Employee benefits	$	150	$	132
Allowance for uncollectible accounts		10		7
Investment tax credits		2		3
Other, net		8		5
Total deferred tax assets		170		147
Deferred tax liabilities:
Depreciation		300		321
Other		1		8
Total deferred tax liabilities		301		329
Net deferred tax liability	$	131	$	182

Effective January 1, 2007, the Northern New England business adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. The unrecognized tax benefits under FIN 48 are similar to the income tax reserves reflected prior to adoption under SFAS No. 5, Accounting for Contingencies, whereby reserves were established for probable loss contingencies that could be reasonably estimated. The adoption of FIN 48 was not material for the Northern New England business’ results of operations or its financial position. A reconciliation of the beginning and ending balance of unrecognized tax benefits for 2007 is as follows:

(Dollars in Millions)
Balance at January 1, 2007	$	10
Additions based on tax positions related to the current year		1
Additions for tax positions of prior years		1
Reductions for tax positions of prior years		(2	)
Settlements		—
Lapse of statute of limitation		—
Balance at December 31, 2007	$	10

Included in the total unrecognized tax benefits is $1 million that, if recognized, would favorably affect the effective tax rate. The remaining unrecognized tax benefits relate to temporary items that would not affect the annual effective tax rate.

The Northern New England business recognizes any interest and penalties accrued related to unrecognized tax benefits in income tax expense. During the year ended December 31, 2007, the Northern New England business recognized less than $1 million (after-tax) for the payment of interest and penalties. The Northern New England business had $1 million (after-tax) for the payment of interest and penalties accrued in the combined statements of selected assets, selected liabilities and parent funding at December 31, 2007 and January 1, 2007.

Verizon and its domestic subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Northern New England business is generally no longer subject to U.S. federal and state

20

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

income tax examinations by tax authorities for years before 2000. The Internal Revenue Service (IRS) is currently examining the U.S. income tax returns for years 2000 through 2003 that could affect the Northern New England business. It is possible that the amount of the liability for unrecognized tax benefits could change by a significant amount during the next twelve month period. An estimate of the range of the possible change cannot be made until issues are further developed or examinations close.

10.   TRANSACTIONS WITH AFFILIATES

The Northern New England business’ combined financial statements include the following transactions with Verizon and related subsidiaries:

The Northern New England business’ operating revenue includes transactions with Verizon for the provision of local telephone services, network access, billing and collection services, interconnection agreements and the rental of facilities and equipment. These services were reimbursed by Verizon based on tariffed rates, market prices, negotiated contract terms that approximated market rates, or actual costs incurred by the Northern New England business.

The Northern New England business reimbursed Verizon for specific goods and services it provided to, or arranged for, the Northern New England business based on tariffed rates, market prices or negotiated terms that approximated market rates. These goods and services included items such as communications and data processing services, office space, professional fees and insurance coverage.

The Northern New England business also reimbursed Verizon for the Northern New England business’ share of costs incurred by Verizon to provide services on a common basis to all of its subsidiaries. These costs included allocations for legal, security, treasury, tax and audit services. The allocations were based on actual costs incurred by Verizon and periodic studies that identified employees or groups of employees who were totally or partially dedicated to performing activities that benefited the Northern New England business, in activities such as investor relations, financial planning, marketing services and benefits administration. These allocations were based on actual costs incurred by Verizon, as well as on the size of the Northern New England business relative to other Verizon subsidiaries. The Northern New England business believes that these cost allocations are reasonable for the services provided. The Northern New England business also believes that these cost allocations are consistent with the nature and approximate amount of the costs that the Northern New England business would have incurred on a stand-alone basis.

The Northern New England business also recognized an allocated portion of interest expense in connection with contractual agreements between the Companies and Verizon for the provision of short-term financing and cash management services. Verizon issues commercial paper and obtains bank loans to fund the working capital requirements of Verizon’s subsidiaries, including the Companies, and invests funds in temporary investments on their behalf. The Companies also recognized interest expense related to a promissory note held by Verizon.

The affiliate operating revenue and expense amounts do not include affiliate transactions between Verizon and VLD’s, VOL’s and VSSI’s operations in Maine, New Hampshire and Vermont. Because the Northern New England business’ operating expenses associated with VLD, VOL, and VSSI were determined predominantly through allocations, separate identification of the affiliate transactions was not readily available.

21

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

11.   ADDITIONAL FINANCIAL INFORMATION

The tables below provide additional financial information related to the Northern New England business’ financial statements:

	Years Ended December 31,
	2007		2006		2005
	(Dollars in millions)
Statements of Cash Flows:
Cash paid during the year for:
Income taxes, net of amounts refunded	$	56	$	3	$	45

	Years Ended December 31,
	2006			2005			2004
	(Dollars in millions)
Statements of Income:
Interest expense incurred	$	71		$	68		$	62
Capitalized interest		(1	)		(2	)		(3	)
Advertising expense allocated from affiliates		22			25			25
Depreciation expense		230			254			261

	At December 31,
	2006		2005
	(Dollars in millions)
Statements of Selected Assets, Selected Liabilities And Parent Funding:
Other Current Assets
Deferred activation costs	$	20	$	31
Other		1		1
	$	21	$	32
Accounts Payable and Accrued Liabilities
Accounts payable	$	23	$	34
Accrued payroll related		30		31
Other		6		5
	$	59	$	70
Other Current Liabilities
Advanced billings and customer deposits	$	15	$	12
Deferred activation revenues		20		31
Accrued access expense		10		8
Other		2		2
	$	47	$	53

12.   COMMITMENTS AND CONTINGENCIES

Various legal actions and regulatory proceedings are pending to which the Companies are a party and claims which, if asserted, may lead to other legal actions. The Northern New England business has established

22

Verizon’s Maine, New Hampshire & Vermont Operations

NOTES TO COMBINED FINANCIAL STATEMENTS — (Continued)

reserves for specific liabilities in connection with legal and regulatory matters that the Northern New England business currently deems to be probable and estimable. Management does not believe the ultimate resolution of pending regulatory and legal matters in future periods will have a material effect on the financial condition of the Northern New England business, but it could have a material effect on its results of operations.

From time to time, state regulatory decisions require the Northern New England business to assure customers that it will provide a level of service performance that falls within prescribed parameters. There are penalties associated with failing to meet those service parameters, and the Northern New England business, from time to time, has paid such penalties. Management does not expect these penalties to have a material effect on the financial condition of the Northern New England business, but they could have a material effect on its results of operations.

13.   QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

(Dollars in Millions)	Operating		Operating		Net
Quarter Ended	Revenue		Income		Income
2007
March 31	$	298	$	40	$	14
June 30		299		34		11
September 30		307		40		14
December 31		293		5		(6	)
2006
March 31	$	291	$	31	$	10
June 30		297		28		7
September 30		307		41		17
December 31		298		11		(2	)

23

Schedule II — Valuation and Qualifying Accounts

Verizon’s Maine, New Hampshire & Vermont Operations

For the Years Ended December 31, 2007, 2006 and 2005

			Additions
	Balance at				Charged to
	Beginning of		Charged to		Other Accounts		Deductions			Balance at
Description	Period		Expenses		Note(a)		Note(b)			End of Period
	(Dollars in millions)
Allowance for Uncollectible
Accounts Receivable:
Year 2007	$	20	$	22	$	5	$	(21	)	$	26
Year 2006		24		11		11		(26	)	$	20
Year 2005		29		17		10		(32	)		24

(a)	Charged to other accounts includes accruals charged to accounts payable for anticipated uncollectible charges on purchase of accounts receivable from others which were billed by us.
(b)	Deductions includes amounts written off as uncollectible net of recoveries.

24

EX-99.5

Exhibit 99.5

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On March 31, 2008, Northern New England Spinco Inc. (“Spinco”), a subsidiary of Verizon Communications Inc. (“Verizon”), was spun off from Verizon (the “Spin-Off”) and merged with and into FairPoint Communications, Inc. (“FairPoint”) (collectively, the “Merger”) pursuant to an Agreement and Plan of Merger, dated as of January 15, 2007, by and among FairPoint, Verizon and Spinco, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of April 20, 2007, Amendment No. 2 to Agreement and Plan of Merger, dated as of June 28, 2007, Amendment No. 3 to Agreement and Plan of Merger, dated as of July 3, 2007, Amendment No. 4 to Agreement and Plan of Merger, dated as of November 16, 2007, and Amendment No. 5 to Agreement and Plan of Merger, dated as of February 25, 2008, in each case, by and among the FairPoint, Verizon and Spinco.

The Merger was consummated as follows: Spinco merged with and into FairPoint, with FairPoint continuing as the surviving corporation. Pursuant to a Distribution Agreement, dated January 15, 2007, as amended, (the “Distribution Agreement”), between Verizon and Spinco, (i) Verizon and its subsidiaries (other than Cellco Partnership doing business as Verizon Wireless) (collectively, the “Verizon Group”) effected the transfer of specified assets and liabilities of the local exchange business of Verizon New England in Maine, New Hampshire and Vermont and the customers of the Verizon Group’s related long distance and Internet service provider businesses in those states to Spinco and entities that became Spinco subsidiaries (the “Contribution”), (ii) in exchange for the Contribution, Spinco issued additional shares of Spinco common stock to the Verizon Group, made a special cash payment of $1,160 million to the Verizon Group and issued an aggregate principal amount of $551 million of 13-1/8% Senior Notes due 2018 (the “Spinco Securities”) to the Verizon Group and (iii) Verizon distributed to a third-party distribution agent for the benefit of its stockholders all of the shares of Spinco common stock. At the Spin-Off, the Verizon Group also contributed approximately $316 million in cash to Spinco in addition to the amount of working capital that the Verizon Group was required to contribute pursuant to the Distribution Agreement as in effect prior to amendment No. 5 thereto. Verizon exchanged the Spinco Securities with Banc of America Securities LLC, Lehman Brothers Inc. and Morgan Stanley & Co. Incorporated (the “Selling Securityholders”) for certain outstanding debt obligations of Verizon, and the Selling Securityholders sold the Spinco Securities (collectively, the “Transactions”).

In connection with the Merger, FairPoint and Spinco entered into a new senior secured credit facility (the “New Credit Facility”) in an aggregate principal amount of $2.03 billion consisting of (i) a non-amortizing revolving facility of $200 million with a six-year term (the “Revolving Credit Facility”); (ii) a term loan A facility of $500 million with a six-year maturity (the “Term Loan A Facility”); (iii) a term loan B facility of $1,130 million with a seven-year maturity (the “Term Loan B Facility” and, together with Term Loan A Facility, the “New Term Loan”); and (iv) a $200 million delayed draw term loan with a seven-year maturity available to be drawn until the first anniversary of the Merger (the “Delayed Draw Term Loan”). Spinco borrowed $1,160 million under the New Term Loan immediately prior to the Spin-Off in order to make the special cash payment to the Verizon Group in connection with the Spin-Off and FairPoint borrowed $470 million under the New Term Loan and $5 million under the Delayed Draw Term Loan concurrently with the closing of the Merger. FairPoint used these borrowings, together with cash on hand at Spinco, to repay in full all outstanding loans under the existing credit facility, which consisted of a term loan facility and revolving loan facility (collectively, the “Existing Credit Facility”) and $4 million of other outstanding indebtedness. FairPoint’s borrowings under the New Credit Facility were also used to pay fees and expenses relating to the Merger.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2007 and the unaudited pro forma condensed combined statement of income for the year ended December 31, 2007 are based on the historical financial statements of FairPoint included in FairPoint’s annual report on Form 10-K for the year ended December 31, 2007 and the historical financial statements of the local exchange business and related landline activities in Maine, New Hampshire and Vermont (the “Northern New England business”) (See Exhibit 99.2 included in this Current Report on Form 8-K). The unaudited pro forma condensed combined financial statements give effect to the Transactions based on the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The unaudited pro forma condensed combined financial statements have been prepared using the purchase method of accounting as if the Transactions had been completed as of January 1, 2007 for purposes of the condensed combined statement of income and on December 31, 2007 for purposes of the condensed combined balance sheet.

The unaudited pro forma condensed combined financial statements present the combination of historical financial statements of FairPoint and the Northern New England business adjusted to give effect to (1) the transfer of certain assets and liabilities from and to Verizon, Spinco and entities that will become Spinco’s subsidiaries immediately prior to the Spin-Off that are not included in the Northern New England business’s historical balance sheet as of December 31, 2007, (2) the issuance of $2.1 billion of long-term debt by Spinco and FairPoint as further discussed in Notes (k) and (l) below, (3) the Spin-Off of Spinco to Verizon stockholders through a tax-free stock dividend, the special cash payment by Spinco to the Verizon Group in an amount not to exceed the Verizon Group’s tax basis in Spinco and the issuance by Spinco of certain of its debt securities to the Verizon Group, as further discussed in Note (k) below, (4) the Merger of Spinco with and into FairPoint (see Note (o) below) and (5) the effect of certain conditions imposed by state regulatory authorities in Maine, New Hampshire and Vermont in their orders issued on February 1, 2008, February 15, 2008 and February 25, 2008, respectively (the “State regulatory Orders”) approving the Spin-Off and the Merger.

The unaudited pro forma condensed combined financial statements were prepared using (1) the audited combined financial statements of the Northern New England business as of and for the year ended December 31, 2007 (See Exhibit 99.2 included in this Current Report on Form 8-K) and (2) the audited consolidated financial statements of FairPoint as of and for the year ended December 31, 2007 included in FairPoint’s annual report on Form 10-K for the year ended December 31, 2007.

          Although FairPoint issued approximately 54 million shares of its common stock to effect the Merger with Spinco, the business combination will be accounted for as a reverse acquisition with Spinco considered the accounting acquirer. As a result, the fair value of FairPoint’s common stock issued and outstanding as of the date of the Merger will be allocated to the underlying tangible and intangible assets and liabilities of FairPoint based on their respective fair values, with any excess allocated to goodwill. The pro forma purchase price allocation was based on an estimate of the fair value of the tangible and intangible assets and liabilities of FairPoint. Certain assumptions have been made with respect to the fair value of identifiable intangible assets as more fully described in the accompanying notes to the unaudited pro forma condensed combined financial statements. FairPoint has commenced the appraisals necessary to arrive at the fair value of its assets and liabilities to be acquired by Spinco for accounting purposes and the related allocations of purchase price. Once we have completed the appraisals necessary to finalize the required purchase price allocation after the closing of the Merger, the final allocation of purchase price will be determined. The final purchase price allocation, based on third-party appraisals, may be different than that reflected in the pro forma purchase price allocation, and this difference may be material.

FairPoint, with the assistance of Verizon prior to the closing of the Merger and during the term of the Transition Services Agreement, dated as of January 15, 2007, by and among the FairPoint, Northern New England Telephone Operations Inc. (subsequently renamed Northern New England Telephone Operations LLC), Enhanced Communications of Northern New England Inc. (both of which will be operating subsidiaries of Spinco) and Verizon Information Technologies LLC (the “Transition Services Agreement”) and Capgemini U.S. LLC (“Capgemini”) during the term of the Master Services Agreement, dated as of January 15, 2007, which was amended on July 6, 2007 and February 25, 2008 between Capgemini and FairPoint, is developing a plan to integrate the operations of FairPoint and Spinco after the Merger. Many of the Northern New England business’s rural and small urban markets are similar to those in the 18 states in which FairPoint conducts its current operations. As a result, FairPoint expects to fully integrate its business into that of Spinco, and will report FairPoint’s operations with those of Spinco. FairPoint will continue focusing on the strategy of selling enhanced services to current customers, including broadband services, and increasing average revenue per line through a combination of new service offerings and bundling of various services. FairPoint will focus on the generation of sufficient cash flows to fund: interest payments on the long-term debt being issued, as further discussed in Notes (k) and (l) below, and, to a lesser degree, reduction of that debt; working capital requirements; employee benefit plan obligations; capital expenditures necessary to maintain and enhance the network; and payment of dividends pursuant to the policy established by FairPoint’s board of directors. Currently, FairPoint’s management believes that they will generate sufficient cash flows from operations to fund all of these payments.

In connection with the plan to integrate the operations of FairPoint and Spinco, FairPoint’s management anticipates that certain non-recurring charges, such as certain costs associated with the Transition Services Agreement, systems implementation costs, recruiting, hiring and relocation expenses, and branding and signage costs, will be incurred in connection with this integration. FairPoint’s management cannot identify the timing, nature and amount of these charges as of the date of the closing of the Merger. However, these charges could affect the combined results of operations of FairPoint in the period in which they are recorded. The unaudited pro forma condensed combined financial statements do not include the effects of the costs associated with any restructuring or integration activities resulting from the Transaction, nor do they contain any costs associated with the Transition Services Agreement as they are non-recurring in nature. In addition, the unaudited pro forma condensed combined financial statements do not include the realization of any cost savings from operating efficiencies or synergies resulting from the Transaction, nor do they include any potential incremental costs due to the separation of the Northern New England business from Verizon or any delay in completing the integration with FairPoint.

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the combined results of FairPoint’s operations or financial condition that would have been reported had the Merger been completed as of the date presented, and should not be taken as representative of FairPoint’s future consolidated results of operations or financial condition after the Merger. In the opinion of FairPoint’s management, all adjustments considered necessary for a fair presentation have been included. As noted above, no adjustment has been included in the unaudited pro forma condensed combined financial statements for any anticipated cost savings or other synergies that FairPoint expects to result from the Merger. The assumptions reflected in the unaudited pro forma condensed combined financial statements are subject to change as a result of market conditions or other factors not presently known by FairPoint’s management.

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2007

			Additional
	Verizon’s Maine,		Transfers
	New Hampshire &		of Assets and						Cash									Pro Forma
	Vermont Operations,		Liabilities			Incurrence			Payment			Spinco, as			FairPoint			Add (Deduct)
	as Reported		from/to Verizon			of New Debt			to Verizon			Adjusted			as Reported			Adjustments			Combined
	(in millions)
ASSETS
Current assets:
Cash and short term investments	$	37		(37	)(a)		1,160	(k)		(1,160	)(k)		276			3			(236	)(1)	$	43
				276	(b)
Restricted cash		—		81	(c)		—			—			81			—			—			81
Current receivables, net		160		—			—			—			160			30			—			190
Accounts receivable from affiliates		19		—			—			—			19			—			—			19
Prepaid and other		25		—			—			—			25			9			—			34
Deferred income tax, net		10		13	(i)		—			—			23			4			5	(p)		32
Total current assets		251		333			1,160			(1,160	)		584			46			(231	)		399
Property, plant, and equipment, net		1,628		—			—			—			1,628			269			—			1,897
Goodwill		—		—			—			—			—			499			(499	)(m)		601
																			601	(o)
Investments		—		—			—			—			—			7			—			7
Intangible assets, net		2		(2	)(e)		—			—			—			12			(12	)(m)		170
																			170	(o)
Prepaid pension asset		37		2	(f)		—			—			39			—			—			39
Debt issue costs, net		—		—			—			—			—			7			(7	)(m)		25
																			25	(l)
Deferred income tax, net		—		—			—			—			—			56			(56	)(p)		—
Other		20		—			—			—			20			1			—			21
Total assets	$	1,938		333			1,160			(1,160	)		2,271			897			(9	)	$	3,159
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	59		(4	)(g)		—			—			51			35			—		$	86
				(4	)(h)					—			—
Accounts payable to affiliates		117		(12	)(h)		—			—			105			—			—			105
Dividend payable		—		—			—			—			—			14			—			14
Other current liabilities		47		12	(c)		—			—			79			19			—			98
				20	(d)
Accrued interest payable		—		—			—			—			—			1			(1	)(l)		—
Current portion of long-term debt		—		—			—			—			—			1			(1	)(l)		—
Interest rate swaps		—		—			—			—			—			7			—			7
Current portion of capital lease obligations		2		—			—			—			2			—			—			2
Total current liabilities		225		12			—			—			237			77			(2	)		312
Long-term liabilities:
Long-term debt, net of current portion		—		—			1,711	(k)		—			1,711			624			26	(l)		2,125
																			(236	)(l)
Capital lease obligations		10		—			—			—			10			—			—			10
Employee benefit obligations		409		(182	)(f)		—			—			213			—			—			213
				(14	)(g)
Deferred income taxes, net		141		79	(i)		—			—			220			—			(20	)(p)		200
Interest rate swaps		—		—			—			—			—			27						27
Unamortized investment tax credits		6					—			—			6			—			—			6
Other liabilities		27		20	(c)		—			—			47			7			—			54
Total long-term liabilities		593		(97	)		1,711			—			2,207			658			(230	)		2,635
Stockholders’ equity:
Common stock		—		—			—			—			—			—			1	(o)		1
Parent company investment		1,120		488	(j)		(551	)(k)		(1,057	)(k)		—			—			—			—
Additional paid-in capital		—		—			—			(103	)(k)		(103	)		478			(478	)(n)		281
																			384	(o)
Accumulated other comprehensive income (loss), net		—		(70	)(f)		—			—			(70	)		(10	)		10	(n)		(70	)
Accumulated deficit		—		—			—			—			—			(306	)		306	(n)		—
Total stockholders’ equity (deficit)		1,120		418			(551	)		(1,160	)		(173	)		162			223			212
Total liabilities and stockholders’ equity	$	1,938		333			1,160			(1,160	)		2,271			897			(9	)	$	3,159

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

FAIRPOINT COMMUNICATIONS, INC. AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Statement of Income

For The Year Ended December 31, 2007

	Verizon’s Maine,			Adjustments/
	New Hampshire &			Elimination									Pro Forma
	Vermont Operations,			of Affiliate			Spinco, as			FairPoint			Add (Deduct)
	as Reported			Balances			Adjusted			as Reported			Adjustments			Combined
	(in millions, except per share data)
Revenues	$	1,197			(4	)(q)	$	1,192		$	283			—		$	1,475
					(1	)(r)
Operating expenses:
Operating expenses, excluding depreciation and amortization											218			(218	)(bb)		—
Cost of services and sales, excluding depreciation and amortization		556			(4	)(q)		519			—			98	(bb)		617
					(1	)(r)
					(32	)(s)
Selling, general and administrative expense		289			(10	)(s)		279			—			120	(bb)		347
														(52	)(z)
Depreciation and amortization		233			—			233			51			14	(v)		298
Gain on sale of operating assets		—			—			—			(2	)		—			(2	)
Total operating expenses		1,078			(47	)		1,031			267			(38	)		1,260
Income from operations		119			42			161			16			38			215
Other income (expense):
Interest expense		(70	)		69	(t)		(1	)		(40	)		(196	)(y)		(200	)
														(3	)(y)
														40	(y)
Interest and dividend income		—			—			—			1			—			1
Net gain on sale of investments and other assets											50			(46	)(w)		4
Loss on derivative instruments		—			—			—			(17	)		17	(x)		—
Equity in net earnings of investees		—			—			—			5			(5	)(w)		—
Other nonoperating, net		3			—			3			—			—			3
Total other expense		(67	)		69			2			(1	)		(193	)		(192	)
Income before income taxes		52			111			163			15			(155	)		23
Income tax (expense) benefit		(19	)		(46	)(u)		(65	)		(9	)		63	(aa)		(11	)
Net income	$	33			65		$	98		$	6			(92	)	$	12
Basic weighted average shares outstanding*											34.7			54.0	(cc)		88.7
Diluted weighted average shares outstanding											35.0			54.0	(cc)		89.0
Basic earnings per common share:
Continuing operations										$	0.16					$	0.14
Diluted earnings per common share:
Continuing operations										$	0.16					$	0.13

* Spinco currently has 1,000 shares of outstanding stock. Prior to the Spin-off and the Merger, Spinco effected a reclassification of the outstanding shares of its common stock into additional outstanding shares of its common stock. All of these shares were then converted into shares of FairPoint common stock in the Merger. No earnings per share calculations have been provided related to Spinco

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Immediately prior to March 31, 2008 (the “Effective Date”), the Verizon Group contributed or caused to be contributed to Spinco and entities that became Spinco’s subsidiaries selected assets, selected liabilities and parent funding as reported related to Verizon’s wireline operations in Maine, New Hampshire and Vermont. The amounts of the contributed assets and liabilities reflected in the pro forma condensed combined balance sheet have been based upon the December 31, 2007 carrying values and are subject to change.

Balance Sheet

(a)  This adjustment reflects the removal of short-term investments of $37 million associated with the cash equivalents held in trust to pay for certain employee benefits. These assets were not contributed to Spinco or its subsidiaries.

(b)  This adjustment of $276 million reflects an additional working capital contribution to Spinco required by the State Regulatory Orders of $235.5 million, calculated before the adjustment to other current liabilities discussed in Note (c) below, in addition to the initial target working capital of $50.5 million, without giving effect to any adjustments which might be required under the Distribution Agreement. Pursuant to the Distribution Agreement, if the actual working capital amount transferred to Spinco by the Verizon Group in the Spin-Off is less than the $50.5 million initial target working capital amount, then Verizon will pay FairPoint the difference between the actual working capital amount and the target working capital amount. If the actual working capital transferred to Spinco by Verizon in the Spin-Off exceeds the target working capital amount set forth in the Distribution Agreement, then FairPoint will pay to Verizon the difference between the actual working capital amount and the target working capital amount.

(c)  This adjustment reflects a requirement that FairPoint will set aside (i) with a neutral administrator, $6.7 million to be used by FairPoint to cover the anticipated cost to remove double poles in Vermont and $25 million to be used by FairPoint for making service quality improvements under a performance enhancement plan in Vermont, and (ii) $49 million to be used by FairPoint for network improvements in New Hampshire, in each case using funds provided by the Verizon Group.

(d)  This adjustment reflects the estimated costs associated with the preparation, printing and delivery of Spinco’s registration statement on Form 10, as well as the costs of printing an information statement/prospectus and mailing it to Verizon’s stockholders and other related fees and expenses, which are currently estimated to be $20 million.

(e)  This adjustment of $2 million reflects the removal of net intangible assets associated with the Northern New England business’s non-network software. Certain internally developed software intangible assets of Verizon are allocated to the various operating companies in the normal course of business. These assets were not contributed to Spinco or its subsidiaries, and FairPoint will be replacing these assets with new software.

(f)  This adjustment reflects the elimination of the portion of the pension and post-employment benefit (“OPEB”) liability that was not transferred to Spinco. The $2 million prepaid pension asset adjustment relates to additional assets transferred to Spinco by the Verizon Group to fully fund the pension obligations of the active employees continuing with Spinco as part of the Spin-Off and the Merger. The $182 million adjustment to the employee benefit obligation liability reflects the reduction in the liability related to retirees which will be retained by the Verizon Group. The $70 million adjustment is related to the funded status of the pension and OPEB plans pertaining to active employees who will continue as employees of Spinco.

These adjustments are based on a preliminary actuarial evaluation obtained from a third party. The final actuarial evaluation completed at the time of the Spin-Off may be different from that reflected in the pro forma numbers. This difference may be material.

(g)  This adjustment reflects the removal of current accrued severance liability of $4 million, non-current accrued severance liability of $8 million, executive income deferral plan and stock-based compensation of $3 million and long-term disability liabilities of $3 million. These liabilities will not be transferred to Spinco.

(h)  This adjustment reflects the removal of accounts payable balance of $16 million associated with VLD, VOL and VSSI operations that will not be transferred to Spinco.

(i)  This adjustment reflects the income tax impact of the adjustments described above.

(j)  To reflect the transfer of assets and liabilities from/to Verizon to give effect to the terms of the Spin-Off. This adjustment reflects the total adjustment necessary to parent funding to give effect to adjustments discussed in Notes (a) through (i) above.

(k)  In connection with the Spin-Off and prior to the Merger with FairPoint, Spinco borrowed $1,160 million through the New Credit Facility and incurred $551 million of indebtedness through the issuance to the Verizon Group of unsecured debt securities in a private placement for a total of $1.7 billion. Proceeds from the New Credit Facility were used to make a cash payment to the Verizon Group in the amount of $1,160 million.

(l)  Immediately following the Merger, FairPoint repaid with available cash on hand (including $236 million of Spinco working capital) FairPoint’s current portion of long-term debt of $1 million and long-term debt of $624 million at December 31, 2007 under FairPoint’s Existing Credit Facility with new debt of approximately $414 million (which includes $25 million of debt issuance costs associated with the issuance of the long-term debt that FairPoint expects to capitalize). In addition, FairPoint paid approximately $1 million in accrued interest on its outstanding debt. The following table presents FairPoint’s estimated long-term debt outstanding immediately following the Merger on a pro forma basis (in millions):

Bank debt of FairPoint following the Merger:
Senior secured 6-year Revolving Credit Facility, variable rate and unused fee of 0.375%(1)	$	—
Senior secured Term Loan A Facility — 6-year maturity, variable rate(2)		500
Senior secured Term Loan B Facility — 7-year maturity, variable rate(2)		1,074
Senior secured 12-month Delayed Draw Term Loan — 7-year maturity, variable rate and unused fee of 0.75%(3)		—
Total bank debt		1,574
Spinco Securities, fixed rate		551
Total bank debt and Spinco Securities		2,125
Current portion of long-term debt		—
Total long-term debt	$	2,125

(1)	Assumes the entire balance of $200 million is unused at March 31, 2008 (the “Closing Date”).
(2)	The interest on a portion of the senior secured term loan debt is expected to be fixed through the use of interest rate swap agreements. The total fixed portion was assumed to be $540 million as of December 31, 2007.
(3)	Assumes the entire amount available of $200 million is unused at the date of closing, although FairPoint may draw under such facility in the next 12 months to the extent necessary to fund expenses and capital expenditures.

The New Term Loan will consist of $1,160 million borrowed at Spinco plus $414 million borrowed to refinance existing FairPoint debt and to pay debt issuance costs. The $551 million in Spinco Securities represents the debt securities to be issued to the Verizon Group as discussed in Note (k) above.

The above table presents FairPoint’s total pro forma long-term debt obligations.

The weighted average blended interest rate for the newly issued debt is 9.1%. A change in the weighted average interest rate of .125% would change FairPoint’s annual interest expense by $1 million.

(m)  This adjustment is to eliminate as of the Merger date the recorded values of FairPoint’s goodwill of $499 million and customer list of $12 million and to write-off FairPoint’s remaining unamortized debt issuance costs of $7 million.

(n)  This adjustment is to eliminate FairPoint’s additional paid in capital of $478 million, accumulated other comprehensive loss of $10 million and accumulated deficit accounts of $306 million as of March 31, 2008.

(o)  This adjustment represents the estimated purchase price allocation as of December 31, 2007. For purposes of determining the purchase price allocation, the fair value of all tangible and intangible assets and liabilities of FairPoint were estimated at December 31, 2007. The allocation of purchase price was as follows (in millions):

Consideration:
Value of FairPoint shares issued and outstanding at December 31, 2007(1)	$	385
Total		385
Allocated to:
Current assets (excluding investment held for sale and deferred taxes)		42
Deferred income tax assets, net		29
Property, plant and equipment		269
Investments		7
Identifiable intangible assets(2)		170
Other assets		1
Repayment of FairPoint debt		(625	)
Current liabilities acquired		(75	)
Other long-term liabilities acquired		(34	)
Goodwill(3)	$	601

(1)	The value of FairPoint’s common stock was calculated on the basis of (1) 35,264,945 shares outstanding as of March 25, 2008 and (2) the closing price of FairPoint’s common stock on March 25, 2008 of $10.91. The final value of shares of FairPoint’s common stock will be based on the actual number of shares outstanding and the closing price of FairPoint’s stock as of the effective time of the Merger.
(2)	The identifiable intangibles consisted of (1) value assigned to FairPoint’s customer relationships as of December 31, 2007 of $165 million and (2) value assigned to FairPoint’s franchise rights as of December 31, 2007 of $5 million. For purposes of preparing the unaudited pro forma condensed combined statement of income, FairPoint expects to amortize the fair value of the customer relationships on a straight-line basis over its average estimated life of 101/2 years. The franchise rights have been classified as indefinite lived intangible assets and are not subject to amortization because FairPoint expects both the renewal by the granting authorities and the cash flows generated from the franchise rights to continue indefinitely.
(3)	Goodwill of $601 million represents the excess of the purchase price of the acquired business over the fair value of the underlying identifiable net tangible and intangible assets at December 31, 2007. The preliminary allocation of value to the intangible assets was based on assumptions as to the fair value of customer relationships and franchise rights. These values were determined by use of a market approach, which seeks to measure the value of assets as compared to similar transactions in the marketplace. A third-party valuation firm will be retained to determine current fair values for the customer relationships (computed on a per customer basis) and franchise rights licenses from publicly available data for similar transactions in the wireline industry. These valuations are preliminary and do not necessarily represent the ultimate fair value of such assets that will be determined by an independent valuation firm subsequent to the consummation of the Merger.

(p)  This adjustment is to record the incremental deferred taxes required under SFAS No. 109, “Accounting for Income Taxes,” for the difference between the revised book basis, i.e., fair value, of FairPoint’s assets other than goodwill and liabilities recorded under purchase accounting and the carryover tax basis of those assets and liabilities. Because certain of the identifiable intangible assets recognized in the purchase price allocation had no tax basis at the time of the transaction, a deferred tax liability has been recognized for the difference in book and tax basis of the identifiable intangible assets. The pro forma adjustment to deferred income taxes was based on Spinco’s statutory tax rate of 40.4% percent. For presentation purposes, long-term deferred tax assets have been netted against long-term deferred tax liabilities, resulting in a net long-term deferred tax liability.

Statement of Income

(q)  This adjustment reflects revenues and related expenses associated with voice over Internet protocol (“VOIP”) and wireless directory assistance services which were not contributed to Spinco. For the year

ended December 31, 2007, the Northern New England business recorded approximately $4 million in revenue and $4 million in expenses associated with VoIP and wireless directory assistance services.

(r)  This adjustment reflects revenues and related expenses associated with customers of VSSI-CPE that were not transferred to Spinco.

(s)  This adjustment reflects the elimination of the pension and OPEB expense of $42 million for the year ended December 31, 2007 that were not transferred to Spinco. The adjustment was determined based on an actuarial study of active employees who will continue as employees of Spinco.

(t)  This adjustment reflects the removal of allocated interest expense of $69 million recorded by the Northern New England business in the year ended December 31, 2007 associated with affiliate notes payables and long-term debts held by the Companies.

(u)  This adjustment reflects the income tax impact on adjustments described above.

(v)  This adjustment reflects the amortization of the finite-lived identifiable intangible assets recorded in this transaction as previously described in Note (o)(2) above. For purposes of determining the amount of the adjustment, the estimated life of FairPoint’s customer relationships was assumed to be 101/2 years and amortization expense is $16 million for the year ended December 31, 2007. In conjunction with the adjustment related to the year ended December 31, 2007, $2 million of amortization expense is eliminated as it was associated with pre-Merger intangible assets.

(w)  The adjustment to equity in net earnings of investors and net gains on sale of investments includes the elimination of FairPoint’s equity in net earnings of investors in Orange County — Poughkeepsie Limited Partnership. This investment was eliminated as a result of a separate but related agreement between FairPoint, Cellco Partnership and Verizon Wireless — East by which in April 2007, FairPoint sold its investment to Verizon Wireless and another third party for $55 million.

(x)  This adjustment reflects the removal of losses recognized on derivative instruments of $17 million for the year ended December 31, 2007 related to forward starting interest rate swap agreements which were contingent upon completion of the Merger.

(y)  This adjustment is to record (1) the estimated interest expense for the year ended December 31, 2007 recognized on FairPoint’s newly issued debt as calculated below, (2) the amortization of capitalized debt issuance costs associated with the newly issued debt as computed below, and (3) elimination of interest expense and amortization of debt issuance costs related to the debt of FairPoint that was repaid upon consummation of the Merger as discussed in Note (l) above.

Calculation of estimated interest expense for the year ended December 31, 2007 for FairPoint’s newly issued debt is as follows (in millions):

Senior secured 6-year Revolving Credit Facility	$	1
Senior secured Term Loan A Facility — 6-year maturity		38
Senior secured Term Loan B Facility — 7-year maturity		83
Senior secured 12-month Delayed Draw Term Loan — 7-year maturity		2
Spinco Securities		72
Total interest expense	$	196

The weighted average blended interest rate for the newly issued debt is 9.1%. A change in the weighted average interest rate of .125% would change annual interest expense by $1 million. Refer to Note (l) above for more information regarding the newly issued debt.

FairPoint incurred debt issuance costs associated with the new debt. Debt issuance costs are amortized over the life of the related debt. The amortization expense is expected to be $3 million per year.

A summary of the effects of the adjustments on interest expense are as follows (in millions):

Estimated interest expense related to our newly issued debt (per above)	$	196
Amortization of estimated capitalized debt issuance costs associated with FairPoint’s newly issued debt (per above)		3
Elimination of interest expense and amortization of debt issuance costs related to repayment of borrowings outstanding under FairPoint’s Existing Credit Agreement		(40	)
Net increase in interest expense	$	159

(z)  This adjustment is to eliminate costs of $52 million incurred by FairPoint during the year ended December 31, 2007 which are directly related to the Transactions. Following the Spin-Off and Merger, FairPoint will not incur these charges, and accordingly, these expenses have been eliminated in the unaudited pro forma condensed combined statement of operations.

(aa)  This adjustment reflects the income tax impact on adjustments described above.

(bb)  Verizon’s Maine, New Hampshire and Vermont Operations present operating expenses as “cost of services and sales” and “selling and general administrative expenses.” This adjustment is to conform FairPoint’s presentation with that of Verizon’s Maine, New Hampshire and Vermont Operations.

(cc)  The adjustment to both the weighted average shares outstanding and the diluted weighted average shares outstanding is to reflect the additional approximately 54 million shares of FairPoint’s common stock issued to effect the Merger with Spinco.

Pro Forma Contractual Obligations

The following pro forma contractual obligations table represents a summary of future repayments of long-term debt obligations and related interest expense resulting from the issuance of long-term debt discussed in Notes (k) and (l) as of December 31, 2007. FairPoint’s management is currently in the process of evaluating the capital and operating leases of both Spinco and FairPoint and negotiating certain contracts necessary to FairPoint’s operations. The capital and operating lease obligations included in the following pro forma contractual obligations table comprise the obligations of both Spinco and FairPoint:

	Payments Due by Period
			Less Than		1-3		3-5		More Than
	Total		1 Year		Years		Years		5 Years
	(dollars in millions)
Long-term debt, including current maturities	$	2,125	$	—	$	16	$	31	$	2,078
Interest payments on long-term debt obligations(a)		1,336		181		367		360		428
Capital lease obligations		17		3		7		4		3
Operating leases		23		6		10		5		2
Income tax audit settlements(b)		1		1		—		—		—
Total projected contractual obligations	$	3,502	$	191	$	400	$	400	$	2,511

(a)

Excludes amortization of estimated capitalized debt issuance costs. Assumes estimated quarterly interest rate expense as described above in “Unaudited Pro Forma Condensed Combined Financial Information.” The weighted average interest rate for FairPoint’s newly issued debt is 9.1%. A change in the weighted average interest rate of .125% would change annual interest expense by $1 million.

(b)

The $1 million of income tax related audit settlements include gross unrecognized tax benefits of $1 million as determined under FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) and an immaterial amount of related gross interest. Due to the uncertainty regarding the timing of future cash outflows associated with other noncurrent unrecognized tax benefits of $9 million, Spinco and FairPoint are unable to make a reliable estimate of the periods of cash settlement with the respective tax authorities.

EX-99.6

Exhibit 99.6

FAIRPOINT COMMUNICATIONS COMPLETES MERGER WITH VERIZON’S
WIRELINE OPERATIONS IN MAINE, NEW HAMPSHIRE AND VERMONT

CHARLOTTE, N.C. (March 31, 2008) — FairPoint Communications, Inc. (NYSE:FRP) today closed its previously announced transaction in which FairPoint merged with Northern New England Spinco Inc. (Spinco), an entity which owned Verizon Communications’ landline and certain related operations in Maine, New Hampshire and Vermont. FairPoint is the surviving company in the merger.

As a result of the transaction closing, FairPoint is now the eighth largest telephone company in the United States with operations throughout the country. FairPoint remains committed to enhancing and expanding the communications networks and infrastructures that serve the company’s customer base, while ensuring that it maintains an appropriate and serviceable debt level and returns value to shareholders through dividends.

On a combined pro forma basis as of December 31, 2007, FairPoint has approximately 1,906,748 total access line equivalents which includes 1,110,722 residential voice access lines; 505,449 business voice access lines; and 290,577 HSD subscribers, including DSL, cable modem and wireless broadband.

In connection with the merger, Verizon received a $1.16 billion cash payment from Spinco and $551 million of 13 1/8% senior notes due in 2018 issued by Spinco, and Verizon’s stockholders received approximately 54 million shares of FairPoint’s common stock. In total, this results in FairPoint total senior secured debt of $1.635 billion, senior notes of $551 million and total shares outstanding of approximately 89 million.

“This is a great day in our progression. Many dedicated employees have worked tirelessly to achieve this milestone and I am ever grateful,” said Gene Johnson, chairman and CEO of FairPoint Communications. “The result of our efforts is the creation of the eighth largest telephone company in the United States, one truly dedicated to serving its communities. We look forward to continuing with the integration and emerging from the Transition Services Agreement on schedule. We are all excited about joining with the over 2,500 new employees from Verizon. We are dedicated to putting our customers first in all we do.”

About FairPoint
FairPoint Communications, Inc. is an industry leading provider of communications services to communities across the country. Today, FairPoint owns and operates 32 local exchange companies in 18

-more-

states offering advanced communications with a personal touch including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbol FRP. Learn more at www.fairpoint.com.

This press release may contain forward-looking statements by FairPoint that are not based on historical fact, including, without limitation, statements containing the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions and statements. Because these forward-looking statements involve known and unknown risks and uncertainties, there are important factors that could cause actual results, events or developments to differ materially from those expressed or implied by these forward-looking statements. Such factors include those risks described from time to time in FairPoint’s filings with the Securities and Exchange Commission (“SEC”), including, without limitation, the risks described in FairPoint’s most recent Annual Report on Form 10-K on file with the SEC. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and FairPoint undertakes no duty to update this information.

Source: FairPoint Communications, Inc., www.fairpoint.com.

# # #