0001104659-07-003518 Sample Contracts

PARTNERSHIP INTEREST PURCHASE AGREEMENT among CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, VERIZON WIRELESS OF THE EAST LP and TACONIC TELEPHONE CORP. Dated as of January 15, 2007

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

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

This PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of January 15, 2007 (the “Execution Date”), is entered into by and among VERIZON WIRELESS OF THE EAST LP, a Delaware limited partnership (“General Partner”), CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS, a Delaware general partnership which indirectly controls General Partner (“Buyer”), and TACONIC TELEPHONE CORP., a New York corporation (“Seller”).

TAX SHARING AGREEMENT

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

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

This Tax Sharing Agreement (this “Agreement”) is entered into as of January 15, 2007, by and among Verizon Communications Inc., a Delaware corporation (“Verizon”), Northern New England Spinco Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Verizon (“Spinco”), and FairPoint Communications, Inc., a Delaware corporation (“FairPoint”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement, dated as of the date hereof, by and among Verizon, FairPoint and Spinco (the “Merger Agreement”).

MASTER SERVICES AGREEMENT

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

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

This Master Services Agreement (this “Agreement”) is entered into as of January __, 2007 between Capgemini U.S. LLC, a Delaware limited liability company with offices located at 750 Seventh Avenue, New York, NY 10019 (“Capgemini”), and FairPoint Communications, Inc., a Delaware corporation, with its principal office located at 521 East Morehead Street, Suite 250, Charlotte, NC 28202 (“Client” or “FairPoint”).