ex4-1.htm


     

    Exhibit
4.1

     

     

    
      AMENDMENT
NO. 2 TO RIGHTS AGREEMENT

       

      Amendment
No. 2, dated as of May 12, 2009 (this “Amendment”),
to the Rights Agreement, dated as of March 6, 2002, as amended (the “Rights
Agreement”), between Frontier Communications Corporation, a Delaware
corporation (the “Company”),
formerly known as Citizens Communications Company, and Mellon Investor Services
LLC, a New Jersey limited liability company, as rights agent (the “Rights
Agent”).

       

      RECITALS

       

      WHEREAS,
the Company intends to enter into an Agreement and Plan of Merger, dated as of
May 13, 2009 (as it may be amended or supplemented from time to time, the “Merger
Agreement”), among Verizon Communications Inc., a Delaware corporation
(“Verizon”),
New Communications Holdings Inc., a Delaware corporation (“Spinco”),
and the Company;

       

      WHEREAS,
the Board of Directors of the Company has determined the Merger Agreement to be
advisable and declared that the Merger Agreement is in the best interests of the
Company and its stockholders, and has approved the Merger Agreement and the
transactions contemplated in the Merger Agreement;

       

      WHEREAS,
on May 12, 2009, the Board of Directors of the Company, in accordance with
Section 27 of the Rights Agreement, determined to amend the Rights Agreement as
set forth in this Amendment;

       

      WHEREAS,
pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date
(as defined in the Rights Agreement), and subject to the penultimate sentence of
Section 27(a) of the Rights Agreement, the Rights Agent shall, if the Company so
directs, supplement or amend any provision of the Rights Agreement without the
approval of any holders of certificates representing shares of Common Stock;
and

       

      WHEREAS,
pursuant to the terms of the Rights Agreement and in accordance with Section 27
thereof, the Company has directed that the Rights Agreement be amended as set
forth in this Amendment.

       

      AGREEMENT

       

      NOW
THEREFORE, in consideration of the foregoing and the mutual agreements set forth
in the Rights Agreement and in this Amendment, the parties hereto hereby amend
the Rights Agreement as follows:

       

      1.    Section 1
of the Rights Agreement is hereby amended by adding the following new Section
1(ii) immediately following Section 1(hh):

       

      “(ii)           “Merger
Agreement” means the Agreement and Plan of Merger, dated as of May 13,
2009, as it may be amended or supplemented from time to time, among Verizon
Communications Inc., a Delaware corporation (“Verizon”),
New Communications Holdings Inc., a Delaware corporation (“Spinco”),
and the Company.”

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      2.    Section 1
of the Rights Agreement is hereby further amended by adding the following new
paragraph at the end of that Section:

       

      “Notwithstanding
anything in this Agreement to the contrary, none of Verizon, Spinco or any of
its Affiliates, Associates or stockholders shall be deemed an Acquiring Person
or a Principal Party, and none of a Distribution Date, a Stock Acquisition Date,
a Section 11(a)(ii) Event, a Section 13 Event or a Triggering Event shall be
deemed to occur or to have occurred, and the Rights shall not become separable,
distributable, unredeemable, triggered or exercisable, in each such case, solely
by reason or as a result of (i) the approval, execution, delivery or performance
of the Merger Agreement, (ii) the consummation of the Merger (as defined in the
Merger Agreement), (iii) the consummation of the other transactions contemplated
by the Merger Agreement or (iv) the announcement of any of the
foregoing.”

       

      3.    Exhibits
B and C to the Rights Agreement shall be deemed amended in a manner consistent
with this Amendment.

       

      4.    Capitalized
terms used without other definition in this Amendment shall be used as defined
in the Rights Agreement.

       

      5.    This
Amendment shall be deemed to be a contract made under the laws of the State of
Delaware and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts made and to be performed
entirely within such State.

       

      6.    The term
“Agreement” as used in the Rights Agreement shall be deemed to refer to the
Rights Agreement as amended hereby.  This Amendment shall be effective
as of, and immediately prior to, the execution of the Merger Agreement and,
except as set forth herein, the Rights Agreement shall remain in full force and
effect and be otherwise unaffected hereby. In executing and delivering this
Amendment, the Rights Agent shall be entitled to all the privileges and
immunities afforded to the Rights Agent under the terms and provisions of the
Rights Agreement.

       

      7.    This
Amendment may be executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.

       

      8.    The
undersigned officer of the Company, being duly authorized on behalf of the
Company, hereby certifies in his or her capacity as an officer on behalf of the
Company to the Rights Agent that this Amendment is in compliance with the terms
of Section 27 of the Rights Agreement.

       

      9.    By its
execution and delivery hereof, the Company directs the Rights Agent to execute
this Amendment.

       

      10.     The
Rights Agent shall not be subject to, nor be required to interpret or comply
with, nor determine if any Person has complied with, the Merger Agreement, even
though reference thereto may be made in this Amendment or the Rights
Agreement.

       

       

      
        
          
          

        

        
          - 2
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      IN
WITNESS WHEREOF, this Amendment has been
duly executed by the undersigned as of the date first set forth
above.

       

      
        


        
          
            
              	
                      FRONTIER
      COMMUNICATIONS CORPORATION

                       

                    
	
                      By:

                    	
                       /s/
      David R. Whitehouse

                    
	 
      	
                      Name:  David R.
      Whitehouse

                    
	 
      	
                      Title:       
      Senior Vice President and
Treasurer

                    


            

          

        

        


        


        
          
            
              
                	
                        MELLON
      INVESTOR SERVICES LLC,

                        as
      Rights Agent

                         

                      
	
                        By:

                      	
                         /s/
      Constance Adams

                      
	 
      	
                        Name:  Constance Adams

                      
	 
      	
                        Title:       
      Relationship
Manager

                      


              

            

          

        

        
 

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
          [Signature
Page to Amendment No. 2 to Rights Agreement]