REGISTRATION RIGHTS AGREEMENT
Exhibit 4.4
This
REGISTRATION RIGHTS AGREEMENT dated April 12, 2010 (this “Agreement”) is entered
into by and among Frontier Communications Corporation, a Delaware corporation
(“Frontier”), and X.X. Xxxxxx Securities Inc. (the “Representative”), as
representative of the several initial purchasers listed in Schedule 1 to the
Purchase Agreement (as defined herein) (the “Initial Purchasers”).
New
Communications Holdings Inc., a Delaware corporation (“NCHI”), Frontier and the
Representative are parties to the Purchase Agreement dated March 26, 2010 (the
“Purchase Agreement”), which provides for the sale by NCHI to the Initial
Purchasers of $500,000,000 aggregate principal amount of NCHI’s 8.500% Senior
Notes due 2020 (the “Securities”). As an inducement to the Initial
Purchasers to enter into the Purchase Agreement, Frontier has agreed to provide
to the Initial Purchasers and their direct and indirect transferees the
registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase
Agreement.
In
consideration of the foregoing, the parties hereto agree as
follows:
1. Definitions. As
used in this Agreement, the following terms shall have the following
meanings:
“Business
Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain
closed.
“Escrow Agent” shall have the meaning
assigned to it in the Escrow Agreement (as defined herein).
“Escrow Agreement” shall mean the
Escrow Agreement entered into as of April 12, 2010, among NCHI, Frontier, the
Trustee, the Escrow Agent and the Representative.
“Escrowed
Funds” shall have the meaning assigned to it in the Escrow
Agreement.
“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.
“Exchange
Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.
“Exchange
Offer” shall mean the exchange offer by Frontier of Exchange Securities for
Registrable Securities pursuant to Section 2(a) hereof.
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“Exchange
Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.
“Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form) and all
amendments and supplements to such registration statement, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference
therein.
“Exchange
Securities” shall mean senior notes issued by Frontier under the Indenture
containing terms identical to the Securities (except that the Exchange
Securities will not be subject to restrictions on transfer or to any increase in
annual interest rate for failure to comply with this Agreement) and to be
offered to Holders in exchange for Securities pursuant to the Exchange
Offer.
“Free
Writing Prospectus” means each free writing prospectus (as defined in Rule 405
under the Securities Act) prepared by or on behalf of Frontier or used or
referred to by Frontier in connection with the sale of the Securities or the
Exchange Securities.
“Frontier”
shall have the meaning set forth in the preamble.
“Holders”
shall mean the Initial Purchasers, for so long as they own any Registrable
Securities, and each of their successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture;
provided that for purposes of Sections 4 and 5 of this Agreement, the term
“Holders” shall include Participating Broker-Dealers.
“Indemnified
Person” shall have the meaning set forth in Section 5(c) hereof.
“Indemnifying
Person” shall have the meaning set forth in Section 5(c) hereof.
“Indenture”
shall mean the Indenture relating to the Securities dated as of April 12, 2010
between NCHI and the Trustee, as the same may be amended and supplemented from
time to time in accordance with the terms thereof.
“Initial
Purchasers” shall have the meaning set forth in the preamble.
“Inspector”
shall have the meaning set forth in Section 3(a)(xiii) hereof.
“Issuer Information” shall have the
meaning set forth in Section 5(a) hereof.
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“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of the outstanding Registrable Securities; provided that whenever the consent or
approval of Holders of a specified percentage of Registrable Securities is
required hereunder, any Registrable Securities owned directly or indirectly by
Frontier or any of its affiliates shall not be counted in determining whether
such consent or approval was given by the Holders of such required percentage or
amount; and provided, further, that if Frontier shall issue any additional
Securities under the Indenture prior to consummation of the Exchange Offer or,
if applicable, the effectiveness of any Shelf Registration Statement, such
additional Securities and the Registrable Securities to which this Agreement
relates shall be treated together as one class for purposes of determining
whether the consent or approval of Holders of a specified percentage of
Registrable Securities has been obtained.
“NCHI”
shall have the meaning set forth in the preamble.
“Offering
Memorandum” means the Final Offering Memorandum, dated March 26, 2010, relating
to the offering of the Securities to the Holders.
“Participating
Broker-Dealers” shall have the meaning set forth in Section 4(a)
hereof.
“Person”
shall mean an individual, partnership, limited liability company, corporation,
trust or unincorporated organization, or a government or agency or political
subdivision thereof.
“Prospectus”
shall mean the prospectus included in, or, pursuant to the rules and regulations
of the Securities Act, deemed a part of, a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including a prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Securities covered by a
Shelf Registration Statement, and by all other amendments and supplements to
such prospectus, and in each case including any document incorporated by
reference therein.
“Purchase
Agreement” shall have the meaning set forth in the preamble.
“Registrable
Securities” shall mean the Securities; provided that the Securities shall cease
to be Registrable Securities on the earliest to occur of (i) when a Registration
Statement with respect to such Securities has become effective under the
Securities Act and such Securities have been exchanged or disposed of pursuant
to such Registration Statement or (ii) when such Securities are sold pursuant to
Rule 144 under the Securities Act, (iii) the date that is two years following
the Release Date, or (iv) when such Securities cease to be
outstanding.
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“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by Frontier with this Agreement, including without limitation: (i)
all SEC, stock exchange or Financial Industry Regulatory Authority (“FINRA”)
registration and filing fees, (ii) all fees and expenses incurred in connection
with compliance with state securities or blue sky laws (including reasonable
fees and disbursements of counsel for any Underwriters or Holders in connection
with blue sky qualification of any Exchange Securities or Registrable
Securities), (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, any
underwriting agreements, securities sales agreements or other similar agreements
and any other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating
to the qualification of the Indenture under applicable securities laws, (vi) the
fees and disbursements of the Trustee and its counsel, (vii) the fees and
disbursements of counsel for Frontier and, in the case of a Shelf Registration
Statement, the fees and disbursements of one counsel for the Holders (which
counsel shall be selected by the Majority Holders and which counsel may also be
counsel for the Initial Purchasers) and (viii) the fees and disbursements of the
independent public accountants of Frontier, including the expenses of any
special audits or “comfort” letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of
counsel to the Underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions, brokerage
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.
“Registration
Statement” shall mean any registration statement of Frontier that covers any of
the Exchange Securities or Registrable Securities pursuant to the provisions of
this Agreement and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein or deemed a part thereof, all exhibits thereto and
any document incorporated by reference therein.
“Release
Date” shall have the meaning set forth in Section 2(a) hereof.
“Representative”
shall have the meaning set forth in the preamble.
“SEC”
shall mean the United States Securities and Exchange Commission.
“Securities”
shall have the meaning set forth in the preamble.
“Securities
Act” shall mean the Securities Act of 1933, as amended from time to
time.
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“Shelf
Additional Interest Date” shall have the meaning set forth in Section 2(d)
hereof.
“Shelf
Effectiveness Period” shall have the meaning set forth in Section 2(b)
hereof.
“Shelf
Registration” shall mean a registration effected pursuant to Section 2(b)
hereof.
“Shelf
Registration Statement” shall mean a “shelf” registration statement of Frontier
that covers all or a portion of the Registrable Securities (but no other
securities unless approved by a majority of the Holders whose Registrable
Securities are to be covered by such Shelf Registration Statement) on an
appropriate form under Rule 415 under the Securities Act, or any similar rule
that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein or deemed a part thereof, all
exhibits thereto and any document incorporated by reference
therein.
“Shelf
Request” shall have the meaning set forth in Section 2(b) hereof.
“Staff” shall mean the staff of the
SEC.
“Target
Registration Date” shall mean the date that is 270 days after the Release
Date.
“Transactions”
shall have the meaning ascribed thereto in the Offering Memorandum.
“Trust
Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time
to time.
“Trustee”
shall mean the trustee with respect to the Securities under the
Indenture.
“Underwriter”
shall have the meaning set forth in Section 3(e) hereof.
“Underwritten
Offering” shall mean an offering in which Registrable Securities are sold to an
Underwriter for reoffering to the public.
2. Registration Under the
Securities Act. (a) If the Escrowed Funds are
released to fund the Transactions in accordance with Section 4(a) and 4(b) of
the Escrow Agreement (the date of such release, the “Release Date”), to the
extent not prohibited by any applicable law or applicable interpretations of the
Staff, Frontier shall use its reasonable best efforts to (i) cause to be filed
within 90 days of the Release Date an Exchange Offer Registration Statement
covering an offer to the Holders to exchange all the Registrable Securities for
Exchange Securities and (ii) have such Registration Statement remain effective
until 180 days after the last Exchange Date for use by one or more Participating
Broker-Dealers. Frontier shall commence the Exchange Offer promptly
after the Exchange Offer Registration Statement is declared effective by the SEC
and use its reasonable best efforts to complete the Exchange Offer not later
than 60 days after such effective date.
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Frontier
shall commence the Exchange Offer by mailing the related Prospectus, appropriate
letters of transmittal and other accompanying documents to each Holder stating,
in addition to such other disclosures as are required by applicable law,
substantially the following:
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(i)
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that
the Exchange Offer is being made pursuant to this Agreement and that all
Registrable Securities validly tendered and not properly withdrawn will be
accepted for exchange;
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(ii)
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the
dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange
Dates”);
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(iii)
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that
any Registrable Security not tendered will remain outstanding and continue
to accrue interest but will not retain any rights under this Agreement,
except as otherwise specified
herein;
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(iv)
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that
any Holder electing to have a Registrable Security exchanged pursuant to
the Exchange Offer will be required to (A) surrender such Registrable
Security, together with the appropriate letters of transmittal and related
documents, to the institution and at the address (located in the Borough
of Manhattan, The City of New York) and in the manner specified in the
notice, or (B) effect such exchange otherwise in compliance with the
applicable procedures of the depositary for such Registrable Security, in
each case prior to the close of business on the last Exchange Date;
and
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(v)
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that
any Holder will be entitled to withdraw its election, not later than the
close of business on the last Exchange Date, by (A) sending to the
institution and at the address (located in the Borough of Manhattan, The
City of New York) specified in the notice, a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the
principal amount of Registrable Securities delivered for exchange and a
statement that such Holder is withdrawing its election to have such
Securities exchanged or (B) effecting such withdrawal in compliance with
the applicable procedures of the depositary for the Registrable
Securities.
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As a
condition to participating in the Exchange Offer, a Holder will be required to
represent to Frontier that (i) any Exchange Securities to be received by it will
be acquired in the ordinary course of its business, (ii) at the time of the
commencement of the Exchange Offer, it has no arrangement or understanding with
any Person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Securities in violation of the provisions of the
Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405
under the Securities Act) of Frontier and (iv) if such Holder is a broker-dealer
that will receive Exchange Securities for its own account in exchange for
Registrable Securities that were acquired as a result of market-making or other
trading activities, then such Holder will deliver a Prospectus (or, to the
extent permitted by law, make available a Prospectus to purchasers) in
connection with any resale of such Exchange Securities.
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As soon
as practicable after the last Exchange Date, Frontier shall:
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(i)
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accept
for exchange Registrable Securities or portions thereof validly tendered
and not properly withdrawn pursuant to the Exchange Offer;
and
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(ii)
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deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable
Securities or portions thereof so accepted for exchange by Frontier and
issue, and cause the Trustee to promptly authenticate and deliver to each
Holder, Exchange Securities equal in principal amount to the principal
amount of the Registrable Securities tendered by such
Holder.
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Frontier
shall use its reasonable best efforts to complete the Exchange Offer as provided
above and shall comply with the applicable requirements of the Securities Act,
the Exchange Act and other applicable laws and regulations in connection with
the Exchange Offer. The Exchange Offer shall not be subject to any
conditions, other than that the Exchange Offer does not violate any applicable
law or applicable interpretations of the Staff.
(b) In
the event that (i) Frontier determines that the Exchange Offer Registration
provided for in Section 2(a) above is not available or may not be completed as
soon as practicable after the last Exchange Date because it would violate any
applicable law or applicable interpretations of the Staff, (ii) the Exchange
Offer is not for any other reason completed by the Target Registration Date or
(iii) upon receipt of a written request (a “Shelf Request”) from any Initial
Purchaser representing that it holds Registrable Securities that are or were
ineligible to be exchanged in the Exchange Offer, Frontier shall use its
reasonable best efforts to cause to be filed as soon as practicable after such
determination, date or Shelf Request, as the case may be, a Shelf Registration
Statement providing for the sale of all the Registrable Securities by the
Holders thereof and to have such Shelf Registration Statement become
effective.
In the
event that Frontier is required to file a Shelf Registration Statement pursuant
to clause (iii) of the preceding sentence, Frontier shall use its reasonable
best efforts to file and have become effective both an Exchange Offer
Registration Statement pursuant to Section 2(a) with respect to all Registrable
Securities and a Shelf Registration Statement (which may be a combined
Registration Statement with the Exchange Offer Registration Statement) with
respect to offers and sales of Registrable Securities held by the Initial
Purchasers after completion of the Exchange Offer.
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Frontier
agrees to use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective until the earlier of (i) the date all of the
Securities cease to be Registrable Securities and (ii) the expiration of the
period that will terminate when all the Registrable Securities covered by the
Shelf Registration Statement have been sold pursuant to the Shelf Registration
Statement (the “Shelf Effectiveness Period”). Frontier further agrees
to supplement or amend the Shelf Registration Statement and the related
Prospectus if required by the rules, regulations or instructions applicable to
the registration form used by Frontier for such Shelf Registration Statement or
by the Securities Act or by any other rules and regulations thereunder or if
reasonably requested by a Holder of Registrable Securities with respect to
information relating to such Holder, and to use its reasonable best efforts to
cause any such amendment to become effective, if required, and such Shelf
Registration Statement and Prospectus to become usable as soon as thereafter
practicable. Frontier agrees to furnish to the Holders of Registrable
Securities (or file on XXXXX) copies of any such supplement or amendment
promptly after its being used or filed with the SEC.
(c) Frontier
shall pay all Registration Expenses in connection with any registration pursuant
to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all
underwriting discounts and commissions, brokerage commissions and transfer
taxes, if any, relating to the sale or disposition of such Holder’s Registrable
Securities pursuant to the Shelf Registration Statement.
(d) An
Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC. A Shelf Registration Statement pursuant to Section 2(b) hereof
will not be deemed to have become effective unless it has been declared
effective by the SEC or is automatically effective upon filing with the SEC as
provided by Rule 462 under the Securities Act.
In the
event that either the Exchange Offer is not completed or the Shelf Registration
Statement, if required pursuant to Section 2(b)(i) or 2(b)(ii) hereof, has not
become effective on or prior to the Target Registration Date, the interest rate
on the Registrable Securities will be increased by (i) 0.25% per annum for the
first 90-day period immediately following the Target Registration Date and (ii)
an additional 0.25% per annum with respect to each subsequent 90-day period, in
each case until the Exchange Offer is completed or the Shelf Registration
Statement, if required hereby, becomes effective or the Securities become freely
tradable under the Securities Act, up to a maximum increase of 1.00% per
annum. In the event that Frontier receives a Shelf Request pursuant
to Section 2(b)(iii), and the Shelf Registration Statement required to be filed
thereby has not become effective by the later of the date that is five months
after the Release Date and (y) 90 days after delivery of such Shelf Request
(such later date, the “Shelf Additional Interest Date”), then the interest rate
on the Registrable Securities will be increased by (i) 0.25% per annum for the
first 90-day period payable commencing from one day after the Shelf Additional
Interest Date and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Shelf Registration Statement
becomes effective or the Securities become freely tradable under the Securities
Act, up to a maximum increase of 1.00% per annum.
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If the Shelf Registration Statement, if
required hereby, has become effective and thereafter either ceases to be
effective or the Prospectus contained therein ceases to be usable, in each case
whether or not permitted by this Agreement, at any time during the Shelf
Effectiveness Period, and such failure to remain effective or usable exists for
more than 30 days (whether or not consecutive) in any 12-month period, then the
interest rate on the Registrable Securities will be increased by (i) 0.25% per
annum for the first 90-day period and (ii)an additional 0.25% per annum with
respect to each subsequent 90-day period, up to a maximum increase of 1.00% per
annum, commencing on the 31st day
in such 12-month period and ending on such date that the Shelf Registration
Statement has again become effective or the Prospectus again becomes usable, as
the case may be.
(e) Without
limiting the remedies available to the Initial Purchasers and the Holders,
Frontier acknowledges that any failure by Frontier to comply with its
obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is
no adequate remedy at law, that it will not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce Frontier’s obligations under Section 2(a) and Section 2(b)
hereof.
(f) Frontier
represents, warrants and covenants that it (including its agents and
representatives) will not prepare, make, use, authorize, approve or refer to any
Free Writing Prospectus.
3. Registration
Procedures. (a) In connection with its obligations pursuant to
Section 2(a) and Section 2(b) hereof, Frontier shall as expeditiously as
reasonably possible:
(i) prepare
and file with the SEC a Registration Statement on the appropriate form under the
Securities Act, which form (x) shall be selected by Frontier, (y) shall, in the
case of a Shelf Registration, be available for the sale of the Registrable
Securities by the Holders thereof and (z) shall comply as to form in all
material respects with the requirements of the applicable form and include all
financial statements required by the SEC to be filed therewith; and use its
reasonable best efforts to cause such Registration Statement to become effective
and remain effective for the applicable period in accordance with Section 2
hereof;
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(ii) prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period in accordance with Section 2 hereof and
cause each 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 keep each Prospectus current during the period described in Section
4(3) of and Rule 174 under the Securities Act that is applicable to transactions
by brokers or dealers with respect to the Registrable Securities or Exchange
Securities;
(iii) in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, to counsel for the Initial Purchasers, to counsel for such Holders
and to each Underwriter of an Underwritten Offering of Registrable Securities,
if any, without charge, as many copies of each Prospectus or preliminary
prospectus, and any amendment or supplement thereto, as such Holder, counsel or
Underwriter may reasonably request in order to facilitate the sale or other
disposition of the Registrable Securities thereunder; and Frontier consents to
the use of such Prospectus, preliminary prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the Holders of
Registrable Securities and any such Underwriters in connection with the offering
and sale of the Registrable Securities covered by and in the manner described in
such Prospectus, preliminary prospectus or any amendment or supplement thereto
in accordance with applicable law;
(iv) use
its reasonable best efforts to register or qualify the Registrable Securities
under all applicable state securities or blue sky laws of such jurisdictions as
any Holder of Registrable Securities covered by a Registration Statement shall
reasonably request in writing by the time the applicable Registration Statement
becomes effective; cooperate with such Holders in connection with any filings
required to be made with FINRA; and do any and all other acts and things that
may be reasonably necessary or advisable to enable each Holder to complete the
disposition in each such jurisdiction of the Registrable Securities owned by
such Holder; provided that
Frontier shall not be required to (1) qualify as a foreign corporation or other
entity or as a dealer in securities in any such jurisdiction where it would not
otherwise be required to so qualify, (2) file any general consent to service of
process in any such jurisdiction or (3) subject itself to taxation in any such
jurisdiction if it is not so subject;
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(v) notify
counsel for the Initial Purchasers and, in the case of a Shelf Registration,
notify each Holder of Registrable Securities and counsel for such Holders
promptly and, if requested by any such Holder or counsel, confirm such advice in
writing (1) when a Registration Statement has become effective, when any
post-effective amendment thereto has been filed and becomes effective and when
any amendment or supplement to the Prospectus has been filed, (2) of any request
by the SEC or any state securities authority for amendments and supplements to a
Registration Statement or Prospectus or for additional information after the
Registration Statement has become effective, (3) of the issuance by the SEC or
any state securities authority of any stop order suspending the effectiveness of
a Registration Statement or the initiation of any proceedings for that purpose,
including the receipt by Frontier of any notice of objection of the SEC to the
use of a Shelf Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the
applicable effective date of a Shelf Registration Statement and the closing of
any sale of Registrable Securities covered thereby, the representations and
warranties of Frontier contained in any underwriting agreement, securities sales
agreement or other similar agreement, if any, relating to an offering of such
Registrable Securities cease to be true and correct in all material respects or
if Frontier receives any notification with respect to the suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose, (5) of the happening of any event
during the period a Registration Statement is effective that makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or that requires the making of any changes in such Registration
Statement or Prospectus in order to make the statements therein not misleading
and (6) of any determination by Frontier that a post-effective amendment to a
Registration Statement or any amendment or supplement to the Prospectus would be
appropriate;
(vi) use
its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a Registration Statement or, in the case of a Shelf
Registration, the resolution of any objection of the SEC pursuant to Rule
401(g)(2), including by filing an amendment to such Shelf Registration Statement
on the proper form, as soon as practicable and provide prompt notice to each
Holder of the withdrawal of any such order or such resolution;
(vii) in
the case of a Shelf Registration, furnish to each Holder of Registrable
Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without any documents
incorporated therein by reference or exhibits thereto, unless
requested);
(viii) in
the case of a Shelf Registration, cooperate with the Holders of Registrable
Securities to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends and enable such Registrable Securities to be issued in such
denominations and registered in such names (consistent with the provisions of
the Indenture) as such Holders may reasonably request at least one Business Day
prior to the closing of any sale of Registrable Securities;
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(ix) in
the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(a)(v)(5) hereof, use its reasonable best efforts to prepare and
file with the SEC a supplement or post-effective amendment to such Shelf
Registration Statement or the related Prospectus or any document incorporated
therein by reference or file any other required document so that, as thereafter
delivered (or, to the extent permitted by law, made available) to purchasers of
the Registrable Securities, such Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; and Frontier shall notify the Holders of Registrable
Securities to suspend use of the Prospectus as promptly as practicable after the
occurrence of such an event, and such Holders hereby agree to suspend use of the
Prospectus until Frontier has amended or supplemented the Prospectus to correct
such misstatement or omission;
(x) a
reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement
to a Prospectus or of any document that is to be incorporated by reference into
a Registration Statement or a Prospectus after initial filing of a Registration
Statement, provide copies of such document to the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, to the Holders of
Registrable Securities and their counsel) and make such of the representatives
of Frontier as shall be reasonably requested by the Initial Purchasers or their
counsel (and, in the case of a Shelf Registration Statement, the Holders of
Registrable Securities or their counsel) available for discussion of such
document; and Frontier shall not, at any time after initial filing of a
Registration Statement, use or file any Prospectus, any amendment of or
supplement to a Registration Statement or a Prospectus, or any document that is
to be incorporated by reference into a Registration Statement or a Prospectus,
of which the Initial Purchasers and their counsel (and, in the case of a Shelf
Registration Statement, the Holders of Registrable Securities and their counsel)
shall not have previously been advised and furnished a copy or to which the
Initial Purchasers or their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Registrable Securities or their counsel) shall object
within five (5) Business Days of receipt of such copy;
(xi) obtain
a CUSIP number for all Exchange Securities or Registrable Securities, as the
case may be, not later than the initial effective date of a Registration
Statement;
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(xii) cause
the Indenture to be qualified under the Trust Indenture Act in connection with
the registration of the Exchange Securities or Registrable Securities, as the
case may be; cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the Trust Indenture Act; and execute, and use its
reasonable best efforts to cause the Trustee to execute, all documents as may be
required to effect such changes and all other forms and documents required to be
filed with the SEC to enable the Indenture to be so qualified in a timely
manner;
(xiii) in
the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Securities (an “Inspector”),
any Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, any attorneys and accountants designated by a majority
of the Holders of Registrable Securities to be included in such Shelf
Registration and any attorneys and accountants designated by such Underwriter,
at reasonable times and in a reasonable manner, all pertinent financial and
other records, documents and properties of Frontier and its subsidiaries, and
cause the officers, directors and employees of Frontier to supply all
information reasonably requested by any such Inspector, Underwriter, attorney or
accountant in connection with a Shelf Registration Statement; provided that if any
such information is identified by Frontier as being confidential or proprietary,
each Person receiving such information shall take such actions as are reasonably
necessary to protect the confidentiality of such information to the extent such
action is otherwise not inconsistent with, an impairment of or in derogation of
the rights and interests of any Inspector, Holder or Underwriter) (including,
with respect to any Holder or Inspector, if reasonably requested by Frontier,
the execution of a customary confidentiality agreement);
(xiv) in
the case of a Shelf Registration, use its reasonable best efforts to cause all
Registrable Securities to be listed on any securities exchange or any automated
quotation system on which similar securities issued or guaranteed by Frontier
are then listed if requested by the Majority Holders, to the extent such
Registrable Securities satisfy applicable listing requirements;
(xv) if
reasonably requested by any Holder of Registrable Securities covered by a Shelf
Registration Statement, promptly include in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as
reasonably practicable after Frontier has received notification of the matters
to be so included in such filing; and
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(xvi) in
the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those requested by the
Holders of a majority in principal amount of the Registrable Securities covered
by the Shelf Registration Statement) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (1) to the extent possible, make
such representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of Frontier and its
subsidiaries and the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each
case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when
requested, (2) obtain opinions of counsel to Frontier (which counsel and
opinions, in form, scope and substance similar to that provided in the Purchase
Agreement, as modified for a registered offering, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel)
addressed to each selling Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten
offerings, (3) obtain “comfort” letters from the independent certified public
accountants of Frontier (and, if necessary, any other certified public
accountant of any subsidiary of Frontier, or of any business acquired by
Frontier for which financial statements and financial data are or are required
to be included in the Registration Statement) addressed to each selling Holder
(to the extent permitted by applicable professional standards) and Underwriter
of Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in “comfort” letters in connection with
underwritten offerings, including but not limited to financial information
contained in any preliminary prospectus or Prospectus and (4) deliver such
documents and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Registrable Securities being sold or the
Underwriters, and which are customarily delivered in underwritten offerings, to
evidence the continued validity of the representations and warranties of
Frontier made pursuant to clause (1) above and to evidence compliance with any
customary conditions contained in an underwriting agreement;
(b) In
the case of a Shelf Registration Statement, Frontier may require each Holder of
Registrable Securities to furnish to Frontier such information regarding such
Holder and the proposed disposition by such Holder of such Registrable
Securities as Frontier may from time to time reasonably request in
writing.
(c) In
the case of a Shelf Registration Statement, each Holder of Registrable
Securities covered in such Shelf Registration Statement agrees that, upon
receipt of any notice from Frontier of the happening of any event of the kind
described in Section 3(a)(v)(3) or 3(a)(v)(5) hereof, such Holder will forthwith
discontinue disposition of Registrable Securities pursuant to the Shelf
Registration Statement or use of the Prospectus until such Holder’s receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
3(a)(ix) hereof and, if so directed by Frontier, such Holder will deliver to
Frontier all copies in its possession, other than permanent file copies then in
such Holder’s possession, of the Prospectus covering such Registrable Securities
that is current at the time of receipt of such notice.
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(d) If
Frontier shall give any notice to suspend the disposition of Registrable
Securities pursuant to a Registration Statement, Frontier shall extend the
period during which such Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and
including the date of the giving of such notice to and including the date when
the Holders of such Registrable Securities shall have received copies of the
supplemented or amended Prospectus necessary to resume such dispositions.
Frontier may give any such notice only twice during any 365-day period and any
such suspensions shall not exceed 30 days for each suspension and there shall
not be more than two suspensions in effect during any 365-day
period.
(e) The
Holders of Registrable Securities covered by a Shelf Registration Statement who
desire to do so may sell such Registrable Securities in an Underwritten
Offering. In any such Underwritten Offering, the investment bank or
investment banks and manager or managers (each an “Underwriter”) that will
administer the offering will be selected by the Holders of a majority in
principal amount of the Registrable Securities included in such
offering.
4. Participation of
Broker-Dealers in Exchange Offer. (a) The Staff has
taken the position that any broker-dealer that receives Exchange Securities for
its own account in the Exchange Offer in exchange for Securities that were
acquired by such broker-dealer as a result of market-making or other trading
activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.
Frontier
understands that it is the Staff’s position that if the Prospectus contained in
the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Securities, without naming the
Participating Broker-Dealers or specifying the amount of Exchange Securities
owned by them, such Prospectus may be delivered by Participating Broker-Dealers
(or, to the extent permitted by law, made available to purchasers) to satisfy
their prospectus delivery obligation under the Securities Act in connection with
resales of Exchange Securities for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.
(b) In
light of the above, and notwithstanding the other provisions of this Agreement,
Frontier agrees to amend or supplement the Prospectus contained in the Exchange
Offer Registration Statement for a period of up to 180 days after the last
Exchange Date (as such period may be extended pursuant to Section 3(d) of this
Agreement), in order to expedite or facilitate the disposition of any Exchange
Securities by Participating Broker-Dealers consistent with the positions of the
Staff recited in Section 4(a) above. Frontier further agrees that
Participating Broker-Dealers shall be authorized to deliver such Prospectus (or,
to the extent permitted by law, make available) during such period in connection
with the resales contemplated by this Section 4.
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(c) The
Initial Purchasers shall have no liability to Frontier or any Holder with
respect to any request that they may make pursuant to Section 4(b)
above.
5. Indemnification and
Contribution. (a) Frontier agrees to indemnify and
hold harmless (i) each Initial Purchaser and each Holder, their respective
affiliates, directors and officers and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, legal
fees and other expenses reasonably incurred in connection with any suit, action
or proceeding or any claim asserted, as such fees and expenses are incurred),
joint or several, that arise out of, or are based upon, (1) any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading, or (2) any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus, any Free Writing Prospectus used
in violation of this Agreement or any “issuer information” (“Issuer
Information”) filed or required to be filed pursuant to Rule 433(d) under the
Securities Act, or any omission or alleged omission to state therein a material
fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading, in each case except
insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser, or information relating to any Holder furnished to
Frontier in writing through the Representative, or any selling Holder,
respectively expressly for use therein. In connection with any
Underwritten Offering permitted by Section 3, Frontier will also indemnify the
Underwriters, if any, selling brokers, dealers and similar securities industry
professionals participating in the distribution, their respective affiliates and
each Person who controls such Persons (within the meaning of the Securities Act
and the Exchange Act) to the same extent as provided above with respect to the
indemnification of the Holders, if requested in connection with any Registration
Statement, any Prospectus, any Free Writing Prospectus or any Issuer
Information.
(b) Each
Holder agrees, severally and not jointly, to indemnify and hold harmless
Frontier, the Initial Purchasers and the other selling Holders, the directors of
Frontier, each officer of Frontier who signed the Registration Statement and
each Person, if any, who controls Frontier, any Initial Purchaser and any other
selling Holder within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act to the same extent as the indemnity set forth in
paragraph (a) above, but only with respect to any losses, claims, damages or
liabilities that arise out of, or are based upon, any untrue statement or
omission or alleged untrue statement or omission made in reliance upon and in
conformity with any information relating to such Holder furnished to Frontier in
writing by such Holder expressly for use in any Registration Statement and any
Prospectus.
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(c) If
any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person
in respect of which indemnification may be sought pursuant to either paragraph
(a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify
the Person against whom such indemnification may be sought (the “Indemnifying
Person”) in writing; provided that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have under paragraph (a) or (b) above except to the extent
that it has been materially prejudiced (through the forfeiture of substantive
rights or defenses) by such failure; and provided, further, that the
failure to notify the Indemnifying Person shall not relieve it from any
liability that it may have to an Indemnified Person otherwise than under
paragraph (a) or (b) above. If any such proceeding shall be brought
or asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 5
that the Indemnifying Person may designate in such proceeding and shall pay the
reasonable fees and expenses of such counsel related to such proceeding, as
incurred. In any such proceeding, any Indemnified Person shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed to the contrary;
(ii) the Indemnifying Person has failed within a reasonable time to retain
counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified
Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the
Indemnifying Person; or (iv) the named parties in any such proceeding (including
any impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between
them. It is understood and agreed that the Indemnifying Person shall
not, in connection with any proceeding or related proceeding in the same
jurisdiction, be liable for the reasonable fees and expenses of more than one
separate firm (in addition to one local counsel in each relevant jurisdiction)
for all Indemnified Persons, and that all such fees and expenses shall be
reimbursed as they are incurred. Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control
Persons of such Initial Purchaser shall be designated in writing by the
Representative, (y) for any Holder, its directors and officers and any control
Persons of such Holder shall be designated in writing by the Majority Holders
and (z) in all other cases shall be designated in writing by
Frontier. The Indemnifying Person shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
Indemnifying Person agrees to indemnify each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment if such loss or
liability is subject to indemnification by the Indemnifying Person pursuant to
paragraphs (a) and (b) above. Notwithstanding the foregoing sentence,
if at any time an Indemnified Person shall have requested that an Indemnifying
Person reimburse the Indemnified Person for fees and expenses of counsel as
contemplated by this paragraph, the Indemnifying Person shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 45 days after receipt by the Indemnifying
Person of such request and (ii) such Indemnifying Person shall have received
notice of the terms of such settlement at least 30 days prior to such settlement
being entered into and (iii) the Indemnifying Person shall not have reimbursed
the Indemnified Person in accordance with such request prior to the date of
such settlement unless such Indemnifying Person has (a) paid all undisputed
amounts and only failed to pay amounts disputed in good faith and (b) provided
detail regarding the reasons for the failure to pay amounts requested by the
Indemnifying Person. No Indemnifying Person shall, without the
written consent of the Indemnified Person, effect any settlement of any pending
or threatened proceeding in respect of which any Indemnified Person is or could
have been a party and indemnification could have been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional release
of such Indemnified Person, in form and substance reasonably satisfactory to
such Indemnified Person, from all liability on claims that are the subject
matter of such proceeding and (B) does not include any statement as to or any
admission of fault, culpability or a failure to act by or on behalf of any
Indemnified Person.
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(d) If
the indemnification provided for in paragraphs (a) and (b) above is unavailable
to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under
such paragraph, in lieu of indemnifying such Indemnified Person thereunder,
shall contribute to the amount paid or payable by such Indemnified Person as a
result of such losses, claims, damages or liabilities (i) in such proportion as
is appropriate to reflect the relative benefits received by Frontier from the
offering of the Securities and the Exchange Securities, on the one hand, and by
the Holders from receiving Securities or Exchange Securities registered under
the Securities Act, on the other hand, or (ii) if the allocation provided by
clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of Frontier on the one hand and the Holders on the
other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of Frontier on the one hand and
the Holders 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 Frontier or by the Holders and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
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(e) Frontier
and the Holders agree that it would not be just and equitable if contribution
pursuant to this Section 5 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 that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in paragraph (d) above shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses incurred by
such Indemnified Person in connection with any such action or
claim. Notwithstanding the provisions of this Section 5, in no event
shall a Holder be required to contribute any amount in excess of the amount by
which the total price at which the Securities or Exchange Securities sold by
such Holder exceeds the amount of any damages that 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)
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 5 are several and not joint.
(f) The
remedies provided for in this Section 5 are not exclusive and shall not limit
any rights or remedies that may otherwise be available to any Indemnified Person
at law or in equity.
(g) The
indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers
or any Holder or any Person controlling any Initial Purchaser or any Holder, or
by or on behalf of Frontier or the officers or directors of or any Person
controlling Frontier, (iii) acceptance of any of the Exchange Securities and
(iv) any sale of Registrable Securities pursuant to a Shelf Registration
Statement.
6. General.
(a) No Inconsistent
Agreements. Frontier represents, warrants and agrees that (i)
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 any other
outstanding securities issued or guaranteed by Frontier under any other
agreement and (ii) Frontier has not entered into, or on or after the date of
this Agreement will not enter into, any agreement that is inconsistent with the
rights granted to the Holders of Registrable Securities in this Agreement or
otherwise conflicts with the provisions hereof.
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(b) Amendments and
Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless Frontier has obtained the written consent of Holders of at least a
majority in aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or consent; provided that no
amendment, modification, supplement, waiver or consent to any departure from the
provisions of Section 5 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such
Holder. Any amendments, modifications, supplements, waivers or
consents pursuant to this Section 6(b) shall be by a writing executed by each of
the parties hereto.
(c) Notices. All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, registered first-class mail, telex,
telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder,
at the most current address given by such Holder to Frontier by means of a
notice given in accordance with the provisions of this Section 6(c), which
address initially is, with respect to the Initial Purchasers, the address set
forth in the Purchase Agreement; (ii) if to Frontier, initially at Frontier’s
address set forth in the Purchase Agreement and thereafter at such other
address, notice of which is given in accordance with the provisions of this
Section 6(c); and (iii) to such other persons at their respective addresses as
provided in the Purchase Agreement and thereafter at such other address, notice
of which is given in accordance with the provisions of this Section
6(c). 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 is acknowledged, if telecopied; and
on the next Business Day if timely delivered to an air courier guaranteeing
overnight delivery. 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.
(d) Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation
and without the need for an express assignment, subsequent Holders; provided that nothing
herein shall be deemed to permit any assignment, transfer or other disposition
of Registrable Securities in violation of the terms of the Purchase Agreement or
the Indenture. If any transferee of any Holder shall acquire
Registrable Securities in any manner, whether by operation of law or otherwise,
such Registrable Securities shall be held subject to all the terms of this
Agreement, and by taking and holding such Registrable Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of
the terms and provisions of this Agreement and such Person shall be entitled to
receive the benefits hereof. The Initial Purchasers (in their
capacity as Initial Purchasers) shall have no liability or obligation to
Frontier with respect to any failure by a Holder to comply with, or any breach
by any Holder of, any of the obligations of such Holder under this
Agreement.
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(e) Third Party
Beneficiaries. Each Holder shall be a third party beneficiary
to the agreements made hereunder between Frontier, on the one hand, and the
Initial Purchasers, on the other hand, and shall have the right to enforce such
agreements directly to the extent it deems such enforcement necessary or
advisable to protect its rights or the rights of other Holders
hereunder.
(f) 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.
(g) Headings. The
headings in this Agreement are for convenience of reference only, are not a part
of this Agreement and shall not limit or otherwise affect the meaning
hereof.
(h) Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
(j) Entire Agreement;
Severability. This Agreement contains the entire agreement
between the parties relating to the subject matter hereof and supersedes all
oral statements and prior writings with respect thereto. If any term,
provision, covenant or restriction contained in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable or against
public policy, the remainder of the terms, provisions, covenants and
restrictions contained herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated. Frontier and the Initial
Purchasers shall endeavor in good faith negotiations to replace the invalid,
void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable
provisions.
[Signature
Pages Follow]
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
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FRONTIER
COMMUNICATIONS
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CORPORATION
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By:
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Name:
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Title:
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[Signature Page to Registration Rights Agreement - 2020
Notes]
Confirmed
and accepted as of the date first above written:
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For
itself and on behalf of the
several
Initial Purchasers
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By
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Authorized
Signatory
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