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.Agreement and Plan of Merger • May 25th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • 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, 2007Employee Matters Agreement • May 25th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • 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.
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, 2007Partnership Interest Purchase Agreement • May 25th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • 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").
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 25th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
AMENDMENT NO. 1, dated as of April 20, 2007 (this "Amendment"), 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") to the Agreement and Plan of Merger, dated as of January 15, 2007 (the "Merger Agreement") by and among Verizon, Spinco and the Company. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement, and all references to Articles and Sections herein are references to Articles and Sections of the Merger Agreement.
DISTRIBUTION AGREEMENT BY AND BETWEEN VERIZON COMMUNICATIONS INC. AND NORTHERN NEW ENGLAND SPINCO INC. DATED AS OF JANUARY 15, 2007Branding Agreement • May 25th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • New York
This DISTRIBUTION AGREEMENT (this "Agreement"), dated as of January 15, 2007, by and between Verizon Communications Inc., a Delaware corporation ("Verizon"), and Northern New England Spinco Inc., a Delaware corporation ("Spinco").
MASTER SERVICES AGREEMENTConfidential Master Services Agreement • May 25th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • 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").
AMENDMENT NO. 1 TO DISTRIBUTION AGREEMENTDistribution Agreement • May 25th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone)
AMENDMENT NO. 1, dated as of March 30, 2007 (this "Amendment"), is by and between VERIZON COMMUNICATIONS INC., a Delaware corporation ("Verizon") and NORTHERN NEW ENGLAND SPINCO INC., a Delaware corporation ("Spinco") to the Distribution Agreement, dated as of January 15, 2007 (the "Distribution Agreement") 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 Articles and Sections herein are references to Articles and Sections of the Distribution Agreement.
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.Iv Transition Services Agreement • May 25th, 2007 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • 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").
