(8)Long-Term Debt:

The activity in our long-term debt from December 31, 2010 to September 30, 2011 is summarized as follows:

				Nine months ended
				September 30, 2011								Interest
												Rate* at
	December 31,						New		September 30,			September 30,
($ in thousands)	2010			Payments			Borrowings		2011			2011

Rural Utilities Service
Loan Contracts	$	11,214		$	(763	)	$	-	$	10,451			6.15	%

Senior Unsecured Debt		8,302,151			(78,227	)		-		8,223,924			8.00	%

Industrial Development
Revenue Bonds		13,550			-			-		13,550			6.33	%

TOTAL LONG-TERM DEBT	$	8,326,915		$	(78,990	)	$	-	$	8,247,925			8.00	%

Less: Debt Discount		(63,299	)							(53,081	)
Less: Current Portion		(280,002	)							(43,763	)

	$	7,983,614							$	8,151,081

* Interest rate includes amortization of debt issuance costs, debt premiums or discounts, and deferred gain on interest rate swap terminations. The interest rates at September 30, 2011 represent a weighted average of multiple issuances.

Additional information regarding our Senior Unsecured Debt is as follows:

	September 30, 2011			December 31, 2010
		Principal	Interest		Principal	Interest
($ in thousands)		Outstanding	Rate		Outstanding	Rate

Senior Notes:
Due 5/15/2011	$	-	-	$	76,089	9.250%
Due 10/24/2011 *		200,000	6.270%		200,000	6.270%
Due 12/31/2012 *		142,875	1.625% (Variable)		144,000	1.688% (Variable)
Due 1/15/2013		580,724	6.250%		580,724	6.250%
Due 12/31/2013 *		130,275	2.000% (Variable)		131,288	2.063% (Variable)
Due 5/1/2014		600,000	8.250%		600,000	8.250%
Due 3/15/2015		300,000	6.625%		300,000	6.625%
Due 4/15/2015		500,000	7.875%		500,000	7.875%
Due 4/15/2017		1,100,000	8.250%		1,100,000	8.250%
Due 10/1/2018		600,000	8.125%		600,000	8.125%
Due 3/15/2019		434,000	7.125%		434,000	7.125%
Due 4/15/2020		1,100,000	8.500%		1,100,000	8.500%
Due 4/15/2022		500,000	8.750%		500,000	8.750%
Due 1/15/2027		345,858	7.875%		345,858	7.875%
Due 2/15/2028		200,000	6.730%		200,000	6.730%
Due 10/15/2029		50,000	8.400%		50,000	8.400%
Due 8/15/2031		945,325	9.000%		945,325	9.000%
		7,729,057			7,807,284


Debentures:
Due 11/1/2025		138,000	7.000%		138,000	7.000%
Due 8/15/2026		1,739	6.800%		1,739	6.800%
Due 10/1/2034		628	7.680%		628	7.680%
Due 7/1/2035		125,000	7.450%		125,000	7.450%
Due 10/1/2046		193,500	7.050%		193,500	7.050%
		458,867			458,867
Subsidiary Senior
Notes due 12/1/2012		36,000	8.050%		36,000	8.050%
Total	$	8,223,924	8.00%	$	8,302,151	8.04%

* These debt facilities were repaid in October 2011 as part of a fourth quarter debt refinancing, as discussed below.

We have a $750.0 million revolving credit facility (the Credit Facility). As of September 30, 2011, we had not made any borrowings utilizing this facility. The terms of the Credit Facility are set forth in the Credit Agreement, dated as of March 23, 2010, among the Company, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent (the Credit Agreement). Associated facility fees under the Credit Facility will vary from time to time depending on the Company's credit rating (as defined in the Credit Agreement) and were 0.625% per annum as of September 30, 2011. The Credit Facility is scheduled to terminate on January 1, 2014. During the term of the Credit Facility, the Company may borrow, repay and reborrow funds, and may obtain letters of credit, subject to customary borrowing conditions. Loans under the Credit Facility will bear interest based on the alternate base rate or the adjusted LIBOR rate (each as determined in the Credit Agreement), at the Company's election, plus a margin specified in the Credit Agreement based on the Company's credit rating. Letters of credit issued under the Credit Facility will also be subject to fees that vary depending on the Company's credit rating. The Credit Facility will be available for general corporate purposes but may not be used to fund dividend payments.

We also have a $100.0 million unsecured letter of credit facility. The terms of the letter of credit facility are set forth in a Credit Agreement, dated as of September 8, 2010, among the Company, the Lenders party thereto, and Deutsche Bank AG, New York Branch (the Bank), as Administrative Agent and Issuing Bank (the Letter of Credit Agreement). An initial letter of credit for $190.0 million was issued to the West Virginia Public Service Commission to guarantee certain of our capital investment commitments in West Virginia in connection with the Transaction. The initial commitments under the Letter of Credit Agreement expired on September 20, 2011, with the Bank exercising its option to extend $100.0 million of the commitments to September 20, 2012. The Company is required to pay an annual facility fee on the available commitment, regardless of usage. The covenants binding on the Company under the terms of the Letter of Credit Agreement are substantially similar to those in the Company's other credit facilities, including limitations on liens, substantial asset sales and mergers, subject to customary exceptions and thresholds.

As of September 30, 2011, we were in compliance with all of our debt and credit facility financial covenants.

On October 14, 2011, the Company entered into a credit agreement (the “Credit Agreement”) with CoBank, ACB, as administrative agent, lead arranger and a lender, and the other lenders party thereto for a $575 million senior unsecured term loan facility with a final maturity of October 14, 2016. Repayment of the outstanding principal balance will be made in quarterly installments in the amount of $14,375,000, commencing on March 31, 2012, with the remaining outstanding principal balance to be repaid on the final maturity date. Borrowings under the Credit Agreement bear interest based on the margins over the Base Rate (as defined in the Credit Agreement) or LIBOR, at the election of the Company. Interest rate margins under the facility (ranging from 0.875% to 2.875% for Base Rate borrowings and 1.875% to 3.875% for LIBOR borrowings) are subject to adjustments based on the Total Leverage Ratio of the Company, as such term is defined in the Credit Agreement. The initial pricing on this facility is LIBOR plus 2.875%, which will vary depending on the leverage ratio, as described above. The maximum permitted leverage ratio is 4.5 times.

The entire facility was drawn on the closing date of the Credit Agreement. Proceeds were used to repay in full the remaining outstanding principal on three debt facilities (Frontier's $200 million Rural Telephone Financing Cooperative term loan maturing October 24, 2011, its $143 million CoBank term loan maturing December 31, 2012, and its $130 million CoBank term loan maturing December 31, 2013) and the remaining proceeds will be used for general corporate purposes.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, including a restriction on the Company's ability to declare dividends if an event of default has occurred or will result therefrom, a financial covenant that requires compliance with a leverage ratio, and customary events of default. Upon proper notice, the Company may, in whole or in part, repay the facility without premium or penalty, but subject to breakage fees on LIBOR loans, if applicable. Amounts pre-paid may not be re-borrowed.

Our principal payments for the next five years reflect the Credit Agreement entered into on October 14, 2011 and the related debt repayments referred to above, and are as follows as of September 30, 2011:

	($ in thousands)
	Principal
	Payments

2011 (remaining three months)	$	253
2012	$	94,016
2013	$	638,767
2014	$	658,017
2015	$	858,049
2016	$	345,466