0001104659-07-003517 Sample Contracts

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.

Merger Agreement • January 19th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York

• Contract Type
  Merger Agreement
• Filed
  January 19th, 2007
• Company
  Fairpoint Communications Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

THIS AGREEMENT AND PLAN OF MERGER, dated as of January 15, 2007 (this “Agreement”), is by and among VERIZON COMMUNICATIONS INC., a Delaware corporation (“Verizon”), NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation (“Spinco”), and FAIRPOINT COMMUNICATIONS, INC., a Delaware corporation (the “Company”).

EMPLOYEE MATTERS AGREEMENT by and between Verizon Communications Inc., Northern New England Spinco, Inc. and FairPoint Communications, Inc. dated as of January 15, 2007

Employee Matters Agreement • January 19th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York

• Contract Type
  Employee Matters Agreement
• Filed
  January 19th, 2007
• Company
  Fairpoint Communications Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

This Employee Matters Agreement (this “Agreement”), dated as of January 15, 2007 is by and among Verizon Communications Inc., a Delaware corporation (“Verizon”), Northern New England Spinco, Inc.(“Spinco”), a Delaware corporation, and FairPoint Communications, Inc., a Delaware corporation (“FairPoint”) (each a “Party” and collectively, the “Parties”), and effective as of the Effective Time of the Merger Agreement.

DISTRIBUTION AGREEMENT BY AND BETWEEN VERIZON COMMUNICATIONS INC. AND NORTHERN NEW ENGLAND SPINCO INC. DATED AS OF JANUARY 15, 2007

Distribution Agreement • January 19th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York

• Contract Type
  Distribution Agreement
• Filed
  January 19th, 2007
• Company
  Fairpoint Communications Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

TRANSITION SERVICES AGREEMENT by and among VERIZON INFORMATION TECHNOLOGIES LLC, NORTHERN NEW ENGLAND TELEPHONE OPERATIONS INC., ENHANCED COMMUNICATIONS OF NORTHERN NEW ENGLAND INC. and FAIRPOINT COMMUNICATIONS, INC.

Transition Services Agreement • January 19th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York

• Contract Type
  Transition Services Agreement
• Filed
  January 19th, 2007
• Company
  Fairpoint Communications Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  New York

Transition Services Agreement, dated as of January 15, 2007, by and among Verizon Information Technologies LLC (“Supplier”), Northern New England Telephone Operations Inc. and Enhanced Communications of Northern New England Inc. (collectively, “Buyers”) and FairPoint Communications, Inc. FairPoint (“FairPoint” and following the Closing, the “Surviving Corporation”).

TERMINATION AGREEMENT

Termination Agreement • January 19th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Termination Agreement
• Filed
  January 19th, 2007
• Company
  Fairpoint Communications Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

TERMINATION AGREEMENT (this “Agreement”), dated as of January 15, 2007, among FairPoint Communications, Inc., a Delaware corporation (the “Company”), Kelso Investment Associates V, L.P., a Delaware limited partnership (“KIA V”), Kelso Equity Partners, L.P., a Delaware limited partnership (together with KIA V, “Kelso”) and Thomas H. Lee Equity Fund IV, L.P., a Delaware limited partnership (“THL”, and together with Kelso, the “Stockholders”).