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, 2008Registration Rights Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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.
AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENTDistribution Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
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.
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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.
BRANDING AGREEMENT between FAIRPOINT COMMUNICATIONS, INC. and IDEARC MEDIA CORP. Dated as of March 31, 2008Branding Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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”).
DEPOSIT AGREEMENTDeposit Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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”).
TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT between VERIZON COMMUNICATIONS INC. AND FAIRPOINT COMMUNICATIONS, INC. March 31, 2008Trademark License Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
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.”
LISTINGS LICENSE AGREEMENTListings License Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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”).
AMENDMENT NO. 1 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
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.
PLEDGE AGREEMENTPledge Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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”).
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, 2008Publishing Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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.
INTELLECTUAL PROPERTY AGREEMENT among VERIZON COMMUNICATIONS INC., NORTHERN NEW ENGLAND SPINCO INC. and FAIRPOINT COMMUNICATIONS, INC. March 31, 2008Intellectual Property Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
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.”)
NON-COMPETITION AGREEMENTNon-Competition Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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).
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...Credit Agreement • April 3rd, 2008 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
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.
