ex4-1.htm


    Exhibit 4.1

     

     

     

    
      EXECUTION
VERSION

       

      ESCROW
AGREEMENT

       

      This
ESCROW AGREEMENT (this “Escrow
Agreement”) is made and entered into as of April 12, 2010 among New
Communications Holdings Inc., a Delaware corporation (the “Company”), Frontier Communications Corporation, a
Delaware corporation (“Frontier”), The Bank of New York Mellon, as
Trustee under the Indenture referred to below (in such capacity, the “Trustee”)
and The Bank of New York Mellon, as escrow agent (in such capacity, the “Escrow
Agent”) and J.P. Morgan Securities Inc. (“Representative”), as the representative of
the several initial purchasers listed in Schedule 1 to the Purchase Agreement
(as defined herein) (collectively, the “Initial Purchasers”), in favor of Holders (as
defined in the Indenture) of the Notes (as defined herein) issued on the date
hereof by the Company under the Indenture referred to below.

       

      W
I T N E S S E T H

       

      WHEREAS,
the Company, Frontier and the Initial Purchasers are parties to a Purchase
Agreement dated March 26, 2010 (as such agreement may be amended, the “Purchase  Agreement”), pursuant to
which the Company will issue and sell to the Initial Purchasers an aggregate of
$500,000,000 principal amount of its 7.875% Senior Notes due 2015 (the “2015
Notes”), an aggregate of $1,100,000,000 principal amount of its
8.250% Senior Notes due 2017 (the “2017 Notes”), an aggregate of $1,100,000,000
principal amount of its 8.500% Senior Notes due 2020 (the “2020
Notes”) and an aggregate of $500,000,000 principal amount of its
8.750% Senior Notes due 2022 (the “2022 Notes”, and together with the 2015
Notes, the 2017 Notes and the 2020 Notes, the “Notes”);

       

      WHEREAS,
the Company and the Trustee have entered into that certain Indenture dated as of
the date hereof (as amended, restated, supplemented or otherwise modified from
time to time, the “Indenture”), pursuant to which the Company is
issuing the Notes on the date hereof;

       

      WHEREAS,
on the date hereof, pursuant to the Purchase Agreement, (a) the Initial
Purchasers are required to deposit, or direct the deposit, into the Escrow
Account (as defined herein) of $3,136,000,000 (representing the aggregate
purchase price paid by the Initial Purchasers for the Notes) (the “Net Offering
Proceeds”), (b) the Initial Purchasers are required to deposit, or direct
the deposit, into the Escrow Account of $64,000,000 (representing the difference
between the purchase price paid by the Initial Purchasers for the Notes and the
resale price of the Notes) (the “Initial Purchasers’
Discount” and together with the Net Offering Proceeds, the “Gross Offering
Proceeds”), and (c) Frontier is required to deposit, or direct the
deposit, into the Escrow Account the Additional Commitments (as defined herein),
which amounts specified in clauses (a), (b) and (c) above in the aggregate
shall, at a minimum, be an amount sufficient to redeem the Notes in cash at the
Special Redemption Price (as defined herein) on October 1, 2010, and shall be
held by the Escrow Agent for the benefit of the Trustee and the ratable benefit
of the Holders as their interests may appear;

       

      WHEREAS,
in the event that (x) the Spin-Off and the Merger (each as defined herein) have
not been consummated substantially as described in the Offering Memorandum (as
defined herein) by 11:59 p.m. (New York City time) on October 1, 2010, or (y)
the Merger Agreement (as defined herein) is terminated in accordance with its
terms prior to or on October 1, 2010, the Company
shall be required to redeem the Notes at the Special Redemption Price on the
Special Redemption Date (as defined herein) pursuant to the special redemption
provisions of the Indenture (the “Special Redemption
Obligations”);

       

       

       

       

      
        
          
          

        

        
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      NOW,
THEREFORE, in consideration of the premises herein contained, the Company,
Frontier, the Trustee, the Representative (on behalf of the Initial Purchasers)
and the Escrow Agent hereby agree, for the benefit of the Trustee and for the
ratable benefit of the Holders, as follows:

       

      SECTION
1.          Certain Definitions;
Appointment; Deposit and Investment.

       

      1.1           Definitions.

       

      “Additional
Commitments” means $125,517,708.33 in cash, which represents the
sum of (i) $18,484,375.00 (which represents interest on the aggregate principal
amount of the 2015 Notes at a rate of 7.875% per annum, as calculated in
accordance with the terms of the Indenture and the Notes, from and including the
date hereof to but excluding October 1, 2010), (ii) $42,602,083.33 (which
represents interest on the aggregate principal amount of the 2017 Notes at a
rate of 8.250% per annum, as calculated in accordance with the terms of the
Indenture and the Notes, from and including the date hereof to but excluding
October 1, 2010), (iii) $43,893,055.56 (which represents interest on the
aggregate principal amount of the 2020 Notes at a rate of 8.500% per annum, as
calculated in accordance with the terms of the Indenture and the Notes, from and
including the date hereof to but excluding October 1, 2010) and (iv)
$20,538,194.44 (which represents interest on the aggregate principal amount of
the 2022 Notes at a rate of 8.750% per annum, as calculated in accordance with
the terms of the Indenture and the Notes, from and including April 12, 2010 to
but excluding October 1, 2010).

       

      “Business
Day” means a day other than a Saturday, Sunday or other day on
which banking institutions are authorized or required by law, regulation or
executive order to close in New York City.

       

      “Cash
Equivalents” means (i) non-interest bearing bank deposits; (ii)
interest bearing bank deposits; (iii) investments in any readily accessible
money market fund with assets under management of at least $10 billion that
invests solely in U.S. Government Securities; provided, however, that the
Escrowed Funds deposited in any such fund may not represent more than 2.0% of
the assets in such fund; (iv) investments in any prime money market fund with
assets in excess of $35 billion, provided that no more than $750 million of the
Escrowed Funds may be invested in any single such fund; or (v) securities issued
or directly and fully guaranteed or insured by the United States of America or
any agency or instrumentality thereof having maturities of not more than six
months from the date hereof.

       

      “Distribution
Agreement” means the Distribution Agreement, dated as of May 13,
2009, by and between Verizon and the Company, as such agreement may be amended,
modified or supplemented from time to time.

       

      “Escrow
Account” means the escrow account titled “New Communications
Holdings Inc. Escrow Account” established hereby with the Escrow
Agent.

       

       

       

       

      
        
          
          

        

        
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      “Escrow
Agent” shall mean the Person named as the “escrow agent” in the
first paragraph of this Escrow Agreement until a successor escrow agent shall
have become such, in accordance with Section 7 hereof, and thereafter “Escrow
Agent” shall mean the Person who is then the Escrow Agent
hereunder.

       

      “Escrow End
Date” means October 1, 2010.

       

      “Escrowed
Funds” means the aggregate amount of the Gross Offering Proceeds
plus the aggregate amount of the Additional Commitments plus the Top-Up
Commitments (if required), including all investments thereof made hereunder,
plus all interest, dividends and other distributions and payments thereon
received by the Escrow Agent.

       

      “Merger”
shall have the meaning ascribed thereto in the Purchase Agreement.

       

      “Merger
Agreement” means the Agreement and Plan of Merger, dated as of May
13, 2009, among Verizon, the Company and Frontier, as such agreement may be
amended, modified or supplemented from time to time.

       

      “Offering
Memorandum” means the final offering memorandum of the Company,
dated March 26, 2010, relating to the offering of the Notes, including the
information incorporated therein by reference.

       

      “Paying
Agent” shall have the meaning ascribed thereto in the
Indenture.

       

      “Person” or
“person” means a natural person,
corporation, company, joint venture, individual business trust, trust
association, partnership, limited partnership, limited liability company or
other entity.

       

      “SEC” means
the United States Securities and Exchange Commission.

       

      “Special
Payment” shall have the meaning ascribed thereto in the
Distribution Agreement (as defined herein).

       

      “Special Redemption
Price” means (i) $500,000,000 (which represents the portion of the
Gross Offering Proceeds attributable to the 2015 Notes, or 100% of the issue
price thereof), (ii) $1,100,000,000 (which represents the portion of the Gross
Offering Proceeds attributable to the 2017 Notes, or 100% of the issue price
thereof), (iii) (i) $1,100,000,000 (which represents the portion of the Gross
Offering Proceeds attributable to the 2020 Notes, or 100% of the issue price
thereof) and (iv) $500,000,000 (which represents the portion of the Gross
Offering Proceeds attributable to the 2022 Notes, or 100% of the issue price
thereof), plus in each case accrued and unpaid interest on the Notes, as
calculated in accordance with the terms of the Indenture and the Notes, from and
including the date hereof to, but excluding, the Special Redemption Date (as
defined herein).

       

      “Spin-Off”
means the spin-off, immediately prior to the Merger, of the Company to the
stockholders of Verizon (as defined herein), pursuant to the Distribution
Agreement.

       

       

       

       

      
        
          
          

        

        
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      “Top-Up
Commitment” means an amount in cash equal to (x) the Special
Redemption Price (calculated, for the purpose of this definition, assuming the
Special Redemption Date is October 4, 2010) minus (y) the aggregate amount of
Escrowed Funds (not including, for this purpose, the Top-Up Commitment) as of
9:00 a.m. (New York City time) on September 30, 2010, provided that in no event
shall the Top-Up Commitment be less than $0.

       

      “Transaction
Parties” means the Company and Frontier.

       

      “Transactions” shall have the meaning ascribed
thereto in the Purchase Agreement.

       

      “U.S. Government
Securities” means securities that are (i) direct obligations of
the United States of America for the timely payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America
which, in either case, are not callable or redeemable at the option of the
issuer thereof and shall also include (a) a depository receipt issued by a bank
(as defined in Section 3(a)(2) of the Securities Act of 1933, as amended), as
custodian, with respect to any such U.S. Government Securities or a specific
payment of principal of or interest on any such U.S. Government Securities held
by such custodian for the account of the holder of such depository receipt;
provided, however,
that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S. Government
Securities or the specific payment of principal of or interest on the U.S.
Government Securities evidenced by such depository receipt and (b) reverse
repurchase agreements in respect of the securities described above.

       

      “Verizon”
means Verizon Communications Inc., a Delaware corporation.

       

      All
capitalized terms used herein without definition shall have the respective
meanings ascribed to them in the Indenture.

       

      1.2          Appointment of the Escrow
Agent

       

      Each of
the Company, Frontier and the Initial Purchasers hereby appoint The Bank of New
York Mellon as Escrow Agent in accordance with the terms and conditions set
forth herein and The Bank of New York Mellon hereby accepts such appointment.
Any and all Escrowed Funds shall be deposited with the Escrow Agent in the
Escrow Account, in U.S. Dollars, by wire transfer. The Escrow Agent shall not be
required, or have any duty, to notify anyone of any payment or maturity under
the terms of any instrument deposited hereunder, nor to take any legal action to
enforce payment of any check, note or security deposited hereunder or to
exercise any right or privilege which may be afforded to the holder of any such
security.

       

      1.3          Establish Account

       

      The
Escrow Agent shall establish and maintain the Escrow Account herein provided for
in accordance with the terms of this Escrow Agreement.

       

       

       

      
        
          
          

        

        
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      1.4         
Deposit of Escrowed
Funds

       

      On the
date hereof and concurrently with the closing of the sale of the Notes, (x) the
Initial Purchasers shall deposit, or direct the deposit of, at the direction of
the Company and pursuant to the Purchase Agreement, the Net Offering Proceeds,
(y) the Initial Purchasers shall deposit, or direct the deposit of, pursuant to
the Purchase Agreement, the Initial Purchasers’ Discount, and (z) Frontier shall
deposit, or direct the deposit of, the Additional Commitments, into the Escrow
Account.

       

      SECTION
2.          Maintaining the Escrow
Account

       

      Except as
otherwise provided by the provisions of Section 4 and Section 9
hereof:

       

      (a)           Until
(i) the Escrowed Funds have been disbursed in accordance with the provisions of
Sections 4(a) and 4(b) and the Merger Confirmation Certificate (as defined
herein) has been provided, or (ii) the Special Redemption Price has been paid in
full in accordance with the provisions of Sections 4(c), the Company will
maintain the Escrow Account with the Escrow Agent.

       

      (b)           It
shall be a term and condition of the Escrow Account, notwithstanding any term or
condition to the contrary in any other agreement relating to the Escrow Account
(other than this Escrow Agreement), that no amount (including interest,
dividends or other distributions or payments on Escrow Investments (as defined
herein)) shall be paid or released to or for the account of, or withdrawn by or
for the account of, the Company, Frontier, the Initial Purchasers or any other
Person from the Escrow Account except in accordance with the provisions of this
Escrow Agreement.

       

      (c) The
Escrow Account shall be subject to such applicable laws, and such applicable
regulations of the Board of Governors of the Federal Reserve System and of any
other appropriate banking or governmental authority, as may now or hereafter be
in effect.

       

      SECTION
3.           Investing of Escrowed
Funds

       

      Prior to
the occurrence of an Event of Default (as defined in the Indenture), Escrowed
Funds held by the Escrow Agent in the Escrow Account shall be invested and
reinvested by the Escrow Agent in the name of the Escrow Agent in Cash
Equivalents (such investments and reinvestments, the “Escrow
Investments”), at the written direction of the Company or, failing
such written direction, Frontier; and after an Event of Default of which a
Responsible Officer (as defined in the Indenture) of the Trustee has received
written notice or in the absence of any written direction from the Company or
Frontier, the Escrow Agent shall invest and reinvest the Escrowed Funds held by
the Escrow Agent in the Escrow Account in the name of the Escrow Agent in
interest bearing bank deposits. In no event shall the Escrow Agent or the
Company be liable for any loss in the Escrow Investments unless such loss
results from Escrowed Funds being invested in investments other than Cash
Equivalents or such party’s bad faith, gross negligence or willful
misconduct.

       

       

       

       

      
        
          
          

        

        
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      SECTION
4.          Disbursements

       

      The
Escrow Agent shall hold the Escrowed Funds in the Escrow Account and release the
same only as follows:

       

      (a)           If
the Escrow Agent receives at or prior to 11:00 a.m. (New York City time) on
the Escrow End Date, a release certificate signed by an authorized officer of
the Company and an authorized officer of Frontier in the form attached hereto as
Exhibit A (the
“Spin-Off/Merger Release
Certificate”), the Escrow Agent shall release to, or at the
written direction of the Company, the Net Offering Proceeds.

       

      (b)           Promptly
upon consummation of the Merger, Frontier shall deliver to the Escrow
Agent a certificate signed by an authorized officer of Frontier in the form
attached hereto as Exhibit B (a “Merger Confirmation
Certificate”) certifying that the Merger has been consummated, upon
receipt of which the Escrow Agent shall as promptly as practicable release (A)
first, to the Initial Purchasers pursuant to the wire instructions detailed in
Section 10. 16, an amount equal to the Initial Purchasers’ Discount, and (B)
second, to, or at the written direction of, Frontier the remainder of the
Escrowed Funds held in the Escrow Account.

       

      (c)           If
(i) the Escrow Agent receives, at or prior to 11:00 a.m. (New York City
time) on
the Escrow End Date, a certificate signed by an authorized officer of the
Company (a “Company Termination
Certificate”) and a certificate signed by an authorized officer of
Frontier (a “Frontier Termination
Certificate”, and together with a Company Termination Certificate,
the “Termination
Certificates”), each in the form attached hereto as Exhibit C,
certifying that the Merger Agreement has been terminated in accordance with its
terms (the first Business Day on which the Escrow Agent has possession of both
Termination Certificates, the “Termination  Date”), (ii) the Escrow Agent has not received, at
or prior to 11:00 a.m. (New York City time) on the Escrow End Date, a
Spin-Off/Merger Release Certificate, or (iii) the Escrow Agent has not received,
at or prior to 11:59 p.m. (New York City time) on the Escrow End Date (such time
on such date, the “Cut-Off
Time”) a Merger Confirmation Certificate, the Escrow Agent shall
promptly notify the Trustee in writing on the Termination Date (in the case of
clause (i) of this sentence) or the Escrow End Date (in the case of clause (ii)
or (iii) of this sentence) (the applicable date, the “Redemption Notice
Date”) that Notes are to be redeemed on (x) the Redemption Notice
Date (in the case of clause (ii) of this sentence, or if the Termination
Certificates are received prior to 11:00 a.m. on the Redemption Notice Date in
the case of clause (i) of this sentence), or (y) the next Business Day following
the Redemption Notice Date (in all other cases) (the applicable date, the “Special Redemption
Date”) in accordance with the applicable provisions of the
Indenture. The Trustee shall promptly notify each Holder (with a copy to the
Escrow Agent) in accordance with the applicable provisions of the Indenture that
all of the outstanding Notes shall be redeemed on the Special Redemption Date
automatically and without any further action by the Holder through the
facilities of DTC. At or prior to 2:00 p.m. (New York City time) on the Special
Redemption Date, the Escrow Agent shall as promptly as practicable release (A)
first, in an amount equal to the lesser of (1) the Escrowed Funds and (2) the
Special Redemption Price, to the Paying Agent as per the written instructions of
the Trustee (which shall specify the Special Redemption Price and the wire
payment instructions) and (B) second, to, or at the written direction of,
Frontier the remainder of the Escrowed Funds held in the Escrow
Account.

       

       

       

       

      
        
          
          

        

        
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      (d)           As
soon as practicable after notice of redemption is given pursuant to Section
4(c), and in any case at or prior to 11:00 a.m. (New York City time) on the
Escrow End Date, the Escrow Agent shall notify the Paying Agent, the Trustee,
the Company and Frontier of the amount of the Escrowed Funds on deposit in the
Escrow Account as of the date such notice of redemption is received or the
Escrow End Date, as applicable, and the Paying Agent shall calculate the Special
Redemption Price and shall notify the Escrow Agent, the Trustee, the Company and
Frontier if the amount of the Escrowed Funds is less than the Special Redemption
Price and the amount of such shortfall. Frontier further agrees to pay to the
Paying Agent, at or prior to 2:00 p.m. (New York City time) on the Special
Redemption Date, cash in the amount of funds necessary to permit all outstanding
Notes to be redeemed on the Special Redemption Date at the Special Redemption
Price in accordance with the applicable provisions of the
Indenture.

       

      (e)           In
the event the Net Offering Proceeds have been released to the Company
pursuant
to Section 4(a) but for any reason the Merger is not consummated at or prior to
the earlier of (i) the Cut-Off Time and (ii) 2:00 p.m. (New York City time) on
the Business Day following such release of the Net Offering Proceeds, the
Company shall promptly arrange for the redeposit of the Net Offering Proceeds
into the Escrow Account, such redeposit in no event to be made later than 2:00
p.m. (New York City time) on the Special Redemption Date. For the avoidance of
doubt, a redeposit pursuant to this Section 4(e) shall not, in and of itself, be
sufficient to require the Escrow Agent to disburse the Escrowed Funds pursuant
to Section 4(c), and shall in no way limit the rights of the Transaction Parties
established in Sections 4(a) and 4(b).

       

      (f)           If
by September 30, 2010, neither (i) the Escrowed Funds have been disbursed
in accordance with the provisions of Sections 4(a) and 4(b), nor (ii) the
Special Redemption Price has been paid in full in accordance with the provisions
of Section 4(c), then Frontier shall deposit, or direct the deposit of, the
Top-Up Commitment into the Escrow Account on September 30, 2010.

       

      (g)           Notwithstanding
anything in this Escrow Agreement to the contrary, the Escrow
Agent shall disburse Escrowed Funds as directed pursuant to a final judgment
(without further right of appeal) of a court of competent jurisdiction;
provided, however, that the Escrow Agent shall provide notice thereof to the
Company and Frontier prior to such disbursement.

       

      SECTION
5.          Conditions to Release of
Escrowed Funds

       

      The
release of the Net Offering Proceeds pursuant to Section 4(a) above is subject
to the following additional conditions (based solely on the Spin-Off/Merger
Release Certificate confirming that such conditions have been
satisfied):

       

      (a)           The
Company expects the Spin-Off to be consummated substantially as described
in the Offering Memorandum promptly upon release of the Net Offering Proceeds;
and

       

      (b)           Each
of the Transaction Parties expects the Merger to be consummated substantially
as described in the Offering Memorandum promptly following the consummation of
the Spin-Off.

       

       

       

       

      
        
          
          

        

        
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      SECTION
6.          Representations and
Warranties

       

      (a)           Each
of the Transaction Parties hereby severally represents and warrants that:

       

      (1)           This
Escrow Agreement has been duly authorized, executed and delivered by the
applicable Transaction Party and, when duly executed and delivered in accordance
with its terms by each of the other parties hereto, will constitute a valid and
legally binding agreement of the applicable Transaction Party enforceable
against the applicable Transaction Party in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability.

       

      (b)           The
Escrow Agent hereby represents and warrants that:

       

      (1)           Neither
the execution, delivery or performance by the Escrow Agent of this
Escrow Agreement, nor compliance with the terms and provisions hereof, conflicts
or will conflict with or results or will result in a breach or violation of any
of the terms, conditions or provisions of, or will require any consent or
approval under, any law, governmental rule or regulation or the charter
documents, as amended, or bylaws, as amended, of it or any similar instrument
binding on it or any order, writ, injunction or decree of any court or
governmental authority against it or by which it or any of its properties is
bound or of any indenture, mortgage or contract or other agreement or instrument
to which it is a party or by which it or any of its properties is bound, or
constitutes or will constitute a default thereunder or results or will result in
the imposition of any lien upon any of its properties.

       

      (2)           The
execution, delivery and performance of this Escrow Agreement has been duly
authorized by all necessary corporate action on the part of the Escrow Agent and
does not require any stockholder approval, or approval or consent of any trustee
or holder of any indebtedness or obligations of it, and this Escrow Agreement
has been duly executed and delivered by it and constitutes its legal, valid and
binding obligations enforceable against it in accordance with the terms
hereof.

       

      (3)           There
are no pending or, to the Escrow Agent’s knowledge, threatened actions,
suits, investigations or proceedings (whether or not purportedly on behalf of
it) against or affecting it or any of its property before or by any court or
administrative agency (except, in the case of the immediately following clause
(i), as set forth in Part I, Item 3 – Legal Proceedings of the Form 10-K of The
Bank of New York Mellon Corporation for the annual period ended December 31,
2009 filed with the Securities and Exchange Commission) which, if adversely
determined, (i) would adversely affect the ability of it to perform its
obligations under this Escrow Agreement or (ii) would call into question or
challenge the validity of this Escrow Agreement or the enforceability hereof in
accordance with the terms hereof, nor is it in default with respect to any order
of any court, governmental authority, arbitration board or administrative agency
so as to adversely affect its ability to perform its obligations under this
Escrow Agreement.

       

       

       

      
        
          
          

        

        
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      (c)           The
Trustee hereby represents and warrants that:

       

      (1)           Neither
the execution, delivery or performance by the Trustee of this Escrow
Agreement, nor compliance with the terms and provisions hereof, conflicts or
will conflict with or results or will result in a breach or violation of any of
the terms, conditions or provisions of, or will require any consent or approval
under, any law, governmental rule or regulation or the charter documents, as
amended, or bylaws, as amended, of it or any similar instrument binding on it or
any order, writ, injunction or decree of any court or governmental authority
against it or by which it or any of its properties is bound or of any indenture,
mortgage or contract or other agreement or instrument to which it is a party or
by which it or any of its properties is bound, or constitutes or will constitute
a default thereunder or results or will result in the imposition of any lien
upon any of its properties.

       

      (2)           The
execution, delivery and performance of this Escrow Agreement has been duly
authorized by all necessary corporate action on the part of the Trustee and does
not require any stockholder approval, or approval or consent of any trustee or
holder of any indebtedness or obligations of it, and this Escrow Agreement has
been duly executed and delivered by it and constitutes its legal, valid and
binding obligations enforceable against it in accordance with the terms
hereof.

       

      (3)           There
are no pending or, to the Trustee’s knowledge, threatened actions, suits,
investigations or proceedings (whether or not purportedly on behalf of it)
against or affecting it or any of its property before or by any court or
administrative agency (except, in the case of the immediately following clause
(i), as set forth in Part I, Item 3 – Legal Proceedings of the Form 10-K of The
Bank of New York Mellon Corporation for the annual period ended December 31,
2009 filed with the Securities and Exchange Commission) which, if adversely
determined, (i) would adversely affect the ability of it to perform its
obligations under this Escrow Agreement or (ii) would call into question or
challenge the validity of this Escrow Agreement or the enforceability hereof in
accordance with the terms hereof, nor is it in default with respect to any order
of any court, governmental authority, arbitration board or administrative agency
so as to adversely affect its ability to perform its obligations under this
Escrow Agreement.

       

      SECTION
7.          Escrow Agent Rights and
Duties

       

      (a)        The
duties, responsibilities and obligations of the Escrow Agent shall be limited to
those expressly set forth herein and no duties, responsibilities or obligations
shall be inferred or implied. The Escrow Agent shall not be subject to, nor
required to comply with, any other agreement between or among any or all of the
other parties hereto or to which any of them is a party, even though reference
thereto may be made herein, or to comply with any direction or instruction
(other than those contained herein or delivered in accordance with this Escrow
Agreement) from any such party or any entity acting on its behalf. The Escrow
Agent shall not be required to, and shall not, expend or risk any of its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder.

       

       

       

       

      
        
          
          

        

        
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      (b)            If
at any time the Escrow Agent is served with any judicial or administrative
order, judgment, decree, writ or other form of judicial or administrative
process

      which in
any way affects Escrowed Funds (including but not limited to orders of
attachment or garnishment or other forms of levies or injunctions or stays
relating to the transfer of Escrowed Funds), the Escrow Agent is authorized to
comply therewith in any manner as it or its legal counsel of its own choosing
deems appropriate; and if the Escrow Agent complies with any such judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process, the Escrow Agent shall not be liable to any of the
parties hereto or to any other Person even though such order, judgment, decree,
writ or process may be subsequently modified or vacated or otherwise determined
to have been without legal force or effect; provided, however,
that the Escrow Agent shall inform each of the Transaction Parties promptly and
no later than two Business Days thereafter of receipt of such order, judgment,
decree, writ or process and, to the extent permitted under applicable law, will
deliver to each of the Transaction Parties all relevant documents ancillary to
such order, judgment, decree, writ or process so that each of the Transaction
Parties may seek an appropriate protective order or pursue other legal remedies;
provided, further, however,
that the Escrow Agent will not comply with such judicial or administrative
order, judgment, decree, writ or other form of judicial or administrative
process until such time as it is, in the opinion of its counsel, legally
compelled to do so.

       

      (c)           The
Escrow Agent shall not be liable for any action taken or omitted or for
any loss
or injury resulting from its actions or its performance or lack of performance
of its duties hereunder in the absence of bad faith, willful misconduct or gross
negligence. In no event shall the
Escrow Agent be liable (i) for acting in accordance with or relying upon any
instruction, notice, demand, certificate or document from each of the
Transaction Parties or any Person acting on behalf of each of the Transaction
Parties so long as such action is taken in accordance with the provisions of
this Escrow Agreement, (ii) for the acts or omissions of its nominees,
correspondents, designees, agents, subagents or subcustodians acting in
accordance with the terms of this Escrow Agreement; provided that such nominees,
correspondents, designees, agents, subagents or subcustodians were chosen with
reasonable care by the Escrow Agent, (iii) for an amount in excess of the value
of the Escrowed Funds, valued as of the date of deposit, plus all
interest, dividends and other distributions and payments thereon received by the
Escrow Agent, or (iv) for any consequential, punitive, indirect or special
damages.

       

      (d)           The
Escrow Agent may perform any of its duties hereunder by or through agents or
employees.

       

      (e)           The
Escrow Agent may consult with legal counsel of its own selection (at
the
expense of Frontier) as to any matter relating to this Escrow Agreement, and the
Escrow Agent shall not incur any liability in acting in good faith in reliance
thereon.

       

      (f)           The
Escrow Agent shall not incur any liability for not performing any
act or
fulfilling any duty, obligation or responsibility hereunder by reason of any
occurrence reasonably beyond the control of the Escrow Agent (including, but not
limited to, any act or provision of any present or future law or regulation or
governmental authority, any act of God, war, terrorism or other catastrophe, or
the unavailability of the Federal Reserve Bank wire or telex or other wire or
communication facility).

       

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

       

      (g)           The
Transaction Parties, with the consent of the Trustee (such consent not
to be
unreasonably withheld), may remove the Escrow Agent at any time by giving to the
Escrow
Agent ten (10) Business Days’ prior notice in writing signed by the Transaction
Parties and the Trustee. The Escrow Agent may resign at any time by giving to
the Company and the Trustee fifteen (15) Business Days’ prior written notice
thereof.

       

      (i)            Within
seven (7) Business Days after giving the foregoing notice of
removal to the Escrow Agent or receiving the foregoing notice of resignation
from the Escrow Agent, (a) Frontier shall pay, or cause to be paid, all fees,
costs and expenses or other obligations owed to the Escrow Agent hereunder and
(b) the Transaction Parties and the Trustee shall reasonably agree on and
appoint a successor Escrow Agent. If a successor Escrow Agent has not accepted
such appointment by the end of such seven-Business Day period, the Escrow Agent
may, in its sole discretion, apply to a court of competent jurisdiction for the
appointment of a successor Escrow Agent or for other appropriate relief. The
costs and expenses (including reasonable attorneys’ fees and expenses) incurred
by the Escrow Agent in connection with such proceeding shall be paid by, and be
deemed an obligation of, Frontier.

       

      (ii)            Upon
acceptance of such appointment of the successor Escrow Agent,
the Escrow Agent shall deliver the Escrowed Funds then held hereunder to the
successor Escrow Agent.

       

      (iii)
Upon delivery of the Escrowed Funds to such successor Escrow Agent, the Escrow
Agent shall have no further duties, responsibilities or
obligations hereunder.

       

      (h)           Any
Person into which the Escrow Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Escrow Agent shall be a party, or any
Person succeeding to all or substantially all of the corporate trust business of
the Escrow Agent, shall be the successor of the Escrow Agent hereunder without
the execution or filing of any paper or any further action on the part of any of
the parties hereto.

       

      (i)           The
Escrow Agent shall, on a monthly basis and upon the request of either
Transaction
Party, provide to the Transaction Parties a statement identifying transactions,
transfers or holdings of Escrowed Funds.

       

      (j)           The
Escrow Agent shall not be responsible in any respect for the form, execution,
validity, value or genuineness of documents, or for any description therein, or
for the identity, authority or rights of Persons executing or delivering or
purporting to execute or deliver any such document, security or
endorsement.

       

      (k)           In
the event of any ambiguity or uncertainty hereunder or in any notice,
instruction
or other communication received by the Escrow Agent hereunder, the Escrow Agent
may, in its sole discretion, refrain from taking any action other than releasing
Escrowed Funds in accordance with Section 4 hereof, unless the Escrow Agent
receives joint written instructions, signed by each of the Transaction Parties
and the Trustee, which eliminates such ambiguity or uncertainty.

       

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

       

      (l)           The
Escrow Agent and its directors, officers, employees, attorneys and agents
shall be entitled to conclusively rely on any communication, instrument or
document reasonably believed by it or them to be genuine and correct and to have
been signed or sent by the proper Person or Persons. Any communication,
instrument or document shall be in writing and shall be given to the address set
forth in the Section 10.1 (or to such other address as may be substituted
therefor by written notification to the Transaction Parties). Notices to Escrow
Agent shall be deemed to be given when actually received by Escrow Agent's
Corporate Finance Unit of the Corporate Trust Division. Whenever under the terms
hereof the time for giving a notice or performing an act falls upon a
non-Business Day, such time shall be extended to the next Business Day on which
the Escrow Agent is open for business.

       

      (m)           In
the event of any dispute between, or conflicting claims, demands or instructions
by or among, any parties to this Escrow Agreement (other than the Escrow Agent)
with respect to any Escrowed Funds, the Escrow Agent shall be entitled, in its
sole discretion, to refuse to comply with any and all claims, demands or
instructions with respect to such Escrowed Funds so long as such dispute or
conflict shall continue, and the Escrow Agent shall not be or become liable in
any way for such failure or refusal to comply with such conflicting claims,
demands or instructions; provided, however, notwithstanding anything to the
contrary in the foregoing, the Escrow Agent shall release the Escrowed Funds in
accordance with Section 4. The Escrow Agent shall be entitled to refuse to act
until, in its sole discretion, either (i) such conflicting or adverse claims or
demands shall have been determined by a final order, judgment or decree of a
court of competent jurisdiction, which order, judgment or decree is not subject
to appeal, or settled by agreement between the conflicting parties as evidenced
in a writing satisfactory to the Escrow Agent or (ii) the Escrow Agent shall
have received security or an indemnity satisfactory to it sufficient to hold it
harmless from and against any and all Losses (as defined herein) which it may
incur by reason of so acting. The Escrow Agent may, in addition, elect, in its
sole discretion, to commence an interpleader action or seek other judicial
relief or orders as it may deem, in its sole discretion, necessary. The costs
and expenses (including reasonable attorneys’ fees and expenses) incurred in
connection with such proceeding shall be paid by, and shall be deemed an
obligation of, Frontier.

       

      (n)           The
rights and remedies conferred upon the Escrow Agent and each of the parties
hereto shall be cumulative, and the exercise or waiver of any such right or
remedy shall not preclude or inhibit the exercise of any additional rights or
remedies. The waiver of any right or remedy hereunder shall not preclude the
subsequent exercise of such right or remedy.

       

      (o)           The
Escrow Agent does not have any interest in the Escrowed Funds hereunder
but is serving as escrow holder only and having only possession and/or control
thereof. Frontier shall pay or reimburse the Escrow Agent upon request for any
transfer taxes or other taxes relating to the Escrowed Funds incurred in
connection herewith and shall indemnify and hold harmless the Escrow Agent for
any amounts that it is obligated to pay in the way of such taxes. Frontier shall
pay or reimburse each Initial Purchaser upon request for any transfer taxes or
other taxes relating to any income earned on that portion of the Escrowed Funds
constituting the Initial Purchasers’ Discount incurred in connection herewith
and shall indemnify and hold harmless each Initial Purchaser for any amounts
that it is obligated to pay in the way of such taxes. Upon execution of this
Escrow Agreement, each of the parties hereto (other than Trustee) shall provide
the Escrow Agent with a fully executed Internal Revenue Service Form
W-9 (or
other applicable form). The parties hereto agree that (i) for tax reporting
purposes, and for any tax year, all interest or other income earned under the
Escrow Agreement attributable to the Gross Offering Proceeds shall be allocable
to the Company and (ii) to the extent permitted by applicable law, the Company
will include all amounts earned under the Escrow Agreement attributable to the
Gross Offering Proceeds in its gross income for federal, state and local income
tax (collectively, “income
tax”) purposes and pay any income tax resulting therefrom. The
parties hereto agree that (i) for tax reporting purposes, and for any tax year,
all interest or other income earned under the Escrow Agreement attributable to
the Additional Commitments shall be allocable to Frontier and (ii) to the extent
permitted by applicable law, Frontier will include all amounts earned under the
Escrow Agreement attributable to the Additional Commitments in its gross income
for income tax purposes and pay any income tax resulting therefrom. Any payments
of income from the account established hereunder may be subject to withholding
regulations then in force with respect to United States taxes. It is understood
that the Escrow Agent shall be responsible for income reporting only with
respect to any income which may be earned on investment of funds which are a
part of the Escrowed Funds and is not responsible for any other
reporting.

       

       

       

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

       

       

      SECTION
8.         Indemnity

       

      Frontier
shall indemnify, hold harmless and defend the Escrow Agent and its directors,
officers, agents and employees, from and against any and all claims, losses,
actions, obligations, liabilities, damages, costs and expenses (“Losses”)
directly or indirectly arising out of, relating to or in connection with its
acceptance of its appointment hereunder or its performance as Escrow Agent
(including but not limited to Losses incurred by the Escrow Agent in connection
with its successful defense, in whole or in part, of any claim of bad faith,
willful misconduct or gross negligence on its part), provided that such
Losses do not arise from the Escrow Agent’s bad faith, willful misconduct or
gross negligence.

       

      SECTION
9.         Compensation;
Expenses

       

      Frontier
will upon demand pay to the Escrow Agent the amount of any and all reasonable
expenses, including, without limitation, the reasonable fees, expenses and
disbursements of its counsel that the Escrow Agent may incur in connection with
(a) the review, negotiation and administration of this Escrow Agreement, (b) the
exercise or enforcement of any of the rights of the Escrow Agent and the Holders
of the Notes hereunder or (c) the failure by any party hereto to perform or
observe any of the provisions hereof. The Escrow Agent’s sole recourse for any
payment of fees, expenses or costs is against Frontier, and the Escrow Agent has
no right to sell, convey or dispose the Escrowed Funds other than in accordance
with Section 4 hereof.

       

      SECTION
10.          Miscellaneous
Provisions.

       

      10.1          Notices

       

      Any
notice or communication shall be sufficiently given if in writing and delivered
in person or mailed by first class mail, commercial courier service or
telecopier communication, addressed as follows:

       

      If to the
Company:

       

      New
Communications Holdings Inc. 

      3900
Washington Street, 2nd Floor 

      Wilmington,
DE 19802

      Attn:
Janet M. Garrity, Treasurer 

      Fax:
(302) 761-4245

       

      With copies
to:

       

      Debevoise
& Plimpton LLP 

      919 Third
Avenue

      New York,
NY 10022

      Attn:
Steven J. Slutzky 

      Fax:
(212) 909-6836

       

       

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

       

      If to
Frontier:

       

      Frontier
Communications Corporation

      3 High
Ridge Park

      Stamford,
Connecticut 06905

      Attn:
Hilary E. Glassman, Esq., General Counsel 

      Fax:
(203) 614-4602

       

      With copies
to:

       

      Cravath,
Swaine & Moore LLP 

      825
Eighth Avenue

      New York,
NY 10019

      Attn:
Craig F. Arcella

      Fax:
(212) 474-3700

       

      If to the Escrow
Agent:

       

      The Bank
of New York Mellon

      101
Barclay Street, Floor 8W

      New York,
NY 10286

      Attn:
Corporate Trust Division - Corporate Finance Unit 

      Fax:
(212) 815-5704

       

      If to the
Trustee:

       

      The Bank
of New York Mellon

      101
Barclay Street, Floor 8W

      New York,
NY 10286

      Attn:
Corporate Trust Division - Corporate Finance Unit 

      Fax:
(212) 815-5704

       

       

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

       

      If to the Initial
Purchasers:

       

      c/o J.P.
Morgan Securities Inc. 

      383
Madison Avenue

      New York,
NY 10179 

      Attn:
Richard Gabriel 

      Fax:
(212) 270-1063

       

      With copies
to:

       

      Weil,
Gotshal & Manges LLP 

      767 Fifth
Avenue

      New York,
NY 10153

      Attn: Rod
Miller

      Fax:
(212) 310-8007

       

      Whenever
under the terms hereof the time for giving a notice or performing an act falls
upon a day that is not a Business Day, such time shall be extended to the next
Business Day.

       

      10.2          No
Adverse Interpretation of Other Agreements

       

      Except as
provided in Section 10. 8, this Escrow Agreement may not be used to interpret
another pledge, security or debt agreement of the Company, Frontier or of their
respective subsidiaries and no such pledge, security or debt agreement (other
than the Indenture) may be used to interpret this Escrow Agreement.

       

      10.3          Severability

       

      The
provisions of this Escrow Agreement are severable, and if any clause or
provision shall be held invalid, illegal or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect in that
jurisdiction only such clause or provision, or part thereof, and shall not in
any manner affect such clause or provision in any other jurisdiction or any
other clause or provision of this Escrow Agreement in any
jurisdiction.

       

      10.4          Headings

       

      The
headings in this Escrow Agreement have been inserted for convenience of
reference only, are not to be considered a part hereof and shall in no way
modify or restrict any of the terms or provisions hereof.

       

      10.5          Counterpart
Originals

       

      This
Escrow Agreement may be signed in two or more counterparts, each of which shall
be deemed an original, but all of which shall together constitute one and the
same agreement.

       

       

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

       

       

      10.6          Benefits of Escrow
Agreement

       

      This
Escrow Agreement shall be binding upon each of the Transaction Parties, its
transferees, successors and assigns, and shall inure, together with the rights
and remedies of the Escrow Agent hereunder, to the benefit of the Escrow Agent,
Trustee, Initial Purchasers, Holders and their respective successors, permitted
transferees and assigns.

       

      Nothing
in this Escrow Agreement, express or implied, shall give to any Person, other
than the parties hereto and their successors hereunder, the Holders and the
Trustee on behalf of the Holders, any benefit or any legal or equitable right,
remedy or claim under this Escrow Agreement.

       

      10.7         
Amendments, Waivers and
Consents

       

      Any
amendment or waiver of any provision of this Escrow Agreement and any consent to
any departure by the Transaction Parties from any provision of this Escrow
Agreement shall be effective only if made or duly given with the written consent
of the Escrow Agent, the Trustee and each of the Transaction Parties; provided, however, that any
amendment or waiver of any provision of the Escrow Agreement and any consent to
any departure by any of the Transaction Parties from any provision of this
Escrow Agreement that would reduce the amount distributable to the Initial
Purchasers upon release of the Escrowed Funds pursuant to Section 4(a) and 4(b)
hereof shall be effective only if made or duly given with the written consent of
the Representative. None of the Escrow Agent, the Trustee, the Representative or
any Holder shall be deemed, by any act, delay, indulgence, omission or
otherwise, to have waived any right or remedy hereunder or to have acquiesced in
any default of any obligation or in any breach of any of the terms and
conditions hereof. Failure of the Escrow Agent, the Trustee, the Representative
or any Holder to exercise, or delay in exercising, any right, power or privilege
hereunder shall not preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Escrow Agent,
the Trustee, the Representative or any Holder of any right or remedy hereunder
on any one occasion shall not be construed as a bar to any right or remedy that
the Escrow Agent, the Trustee, the Representative or such Holder would otherwise
have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights or remedies provided by law.

       

      10.8          Interpretation of
Agreement

       

      To the
extent a term or provision of this Escrow Agreement (other than Sections 7, 8
and 9 hereof) conflicts with the Indenture, the Indenture shall control with
respect to the subject matter of such term or provision. Acceptance of or
acquiescence in a course of performance rendered under this Escrow Agreement
shall not be relevant to determine the meaning of this Escrow Agreement even
though the accepting or acquiescing party had knowledge of the nature of the
performance and opportunity for objection. Regardless of any provision in any
such customer agreement, the State of New York shall be deemed to be the Escrow
Agent’s location for purposes of this Escrow Agreement.

       

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

       

       

      10.9         
Termination

       

      (a)        This
Escrow Agreement shall, unless otherwise provided in the Indenture or in this
Escrow Agreement, remain in full force and effect.

       

      (b)        This
Escrow Agreement shall terminate immediately upon (i) the disbursement of the
Escrowed Funds in accordance with the provisions of Sections 4(a) and 4(b) or
(ii) the disbursement of the Escrowed Funds in accordance with the provisions of
Sections 4(c). The Escrow Agent further agrees to execute and deliver such
documents, instruments or other agreements as the Transaction Parties or the
Initial Purchasers may reasonably request (all at the expense of the Transaction
Parties) to evidence the release and terminations contemplated in this Section
10.9.

       

      10.10        
Survival
Provisions

       

      Anything
herein to the contrary notwithstanding, (a) all representations, warranties and
covenants of each of the Transaction Parties contained herein shall survive the
execution and delivery of this Escrow Agreement, and shall terminate only upon
the termination of this Escrow Agreement, and (b) the obligations of Frontier
under Sections 8 and 9 hereof shall survive the termination of this Escrow
Agreement and the resignation or removal of the Escrow Agent.

       

      10.11          Waivers

       

      The
Transaction Parties waive presentment and demand for payment of the Special
Redemption Obligations, protest and notice of dishonor or default with respect
to the Special Redemption Obligations, and all other notices to which the
Transaction Parties might otherwise be entitled, except as otherwise expressly
provided herein or in the Indenture.

       

      10.12          Authority of the Escrow
Agent

       

      The
Escrow Agent shall have and be entitled to exercise all powers hereunder that
are specifically granted to the Escrow Agent by the terms hereof, together with
such powers as are reasonably incident thereto.

       

      10.13          Final Expression

       

      This
Escrow Agreement, together with the terms of the Indenture expressly referred to
herein, is intended by the parties as a final expression of this Escrow
Agreement and is intended as a complete and exclusive statement of the terms and
conditions thereof.

       

      10.14          Rights of Holders

       

      No Holder
shall have any independent rights hereunder other than those rights granted to
individual Holders pursuant to the applicable sections of the Indenture; provided that nothing
in this subsection shall limit any rights granted to the Escrow Agent under the
Notes or the Indenture.

       

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

       

      10.15          GOVERNING LAW; SUBMISSION TO
JURISDICTION; WAIVER OF JURY
TRIAL

       

      THIS
ESCROW AGREEMENT AND THE ESCROW ACCOUNT WILL BE INTERPRETED,
CONSTRUED, ENFORCED AND ADMINISTERED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK. THE PARTIES HEREBY SUBMIT TO THE PERSONAL JURISDICTION OF, AND EACH
AGREES THAT ALL PROCEEDINGS RELATING HERETO WILL BE BROUGHT IN COURTS LOCATED
WITHIN, THE CITY AND STATE OF NEW YORK. EACH OF THE PARTIES HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT
MAY HAVE TO TRIAL BY JURY IN ANY SUCH LEGAL PROCEEDING DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS ESCROW AGREEMENT. EACH OF THE PARTIES (OTHER
THAN THE TRUSTEE AND THE ESCROW AGENT) WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT
REQUESTED, DIRECTED TO IT AT THE ADDRESS LAST SPECIFIED FOR NOTICES HEREUNDER,
AND SUCH SERVICE WILL BE DEEMED COMPLETED TEN (10) CALENDAR DAYS AFTER THE SAME
IS SO MAILED.

       

      10.16          Payments to the Initial
Purchasers

       

      The
Escrow Agent shall make all payments owing to the Initial Purchasers hereunder
to J.P. Morgan Securities Inc. as per the following wire payment
instructions:

       

      Bank
Name: JP Morgan Chase Bank 

      ABA #:
021-000-021

      F/A/O:
JPMSI

      Account
#: 066-916402

      Attn.:
Joel Ferrari

      Reference:
Frontier Communications Corporation / New Communications Holdings
Inc.

       

       

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

       

      
        IN
WITNESS WHEREOF, the Company, Frontier, the Trustee, the Escrow Agent and the
Representative have each caused this Escrow Agreement to be duly executed and
delivered as of the date first above written.

         

        
          
            	 	
                    NEW
      COMMUNICATIONS HOLDINGS INC.

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


          

        

      

       

       

      
        
          
            	 	FRONTIER COMMUNICATIONS
CORPORATION	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


          

        

         

      

      
         

        
          
            
              	 	
                      THE
      BANK OF NEW YORK MELLON, as Escrow Agent

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


            

          

        

      

       

      
        
           

          
            
              
                	 	
                        THE
      BANK OF NEW YORK MELLON, as Trustee

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


              

               

              
                 

                
                  
                    
                      	 	
                              J.P.
      MORGAN SECURITIES INC. 

                                 
      As Representative of the several Initial Purchasers

                            	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


                    

                     

                     

                     

                     

                     

                    
                      
                        
                        

                      

                      
                        19

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                     

                     

                  

                

              

            

          

        

      

      EXHIBIT
A

       

      FORM OF
SPIN-OFF/MERGER RELEASE CERTIFICATE

       

      OFFICER’S
CERTIFICATE

       

      OF

       

      NEW
COMMUNICATIONS HOLDINGS INC.

       

      AND

       

      FRONTIER
COMMUNICATIONS CORPORATION

       

      ________________
___, 2010

       

      This
certificate is being delivered pursuant to Section 4(a) of the Escrow Agreement
dated as of April 12, 2010 (the “Escrow Agreement”), among New Communications
Holdings Inc., a Delaware corporation (the “Company”), Frontier Communications
Corporation, a Delaware corporation (“Frontier”), The Bank of New York Mellon, as
Escrow Agent (the “Escrow Agent”), The
Bank of New York Mellon, as Trustee under the Indenture referred to in the
Escrow Agreement (the “Trustee”)
and J.P. Morgan Securities Inc. (“Representative”), as the representative of
the several initial purchasers listed in Schedule 1 to the Purchase Agreement
(as defined in the Escrow Agreement) (collectively, the “Initial
Purchasers”). Unless otherwise indicated, capitalized terms used
but not defined herein have the respective meanings specified in Escrow
Agreement.

       

       _________________,
on behalf of the Company and not in a personal capacity,
hereby certifies to Frontier, the Escrow Agent, the Trustee and the
Representative and directs the Escrow Agent as follows:

       

      1.            The
Spin-Off is expected to be consummated substantially as described
in the Offering Memorandum promptly upon release of the Escrowed
Funds.

       

      2.            The
Merger is expected be consummated substantially as described in the
Offering Memorandum promptly following the consummation of the
Spin-Off.

       

      3.            The
Company hereby directs the Escrow Agent to disburse the Escrowed
Funds as instructed below.

       

       

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

       

      Disbursement
Instructions:

       

      The Net
Offering Proceeds shall be disbursed in accordance with the Company’s written
direction, delivered separately to the Escrow Agent.

       

      _________________, on
behalf of Frontier and not in a personal capacity,
hereby certifies to the Company, the Escrow Agent, the Trustee and the
Representative and directs the Escrow Agent as follows:

       

      1.            The
Merger is expected to be consummated substantially as described
in the Offering Memorandum promptly following the consummation of the
Spin-Off.

       

      The
Company and Frontier may execute this certificate in counterparts.

       

      [Signature
page follows]

       

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

       

       

       

      IN
WITNESS WHEREOF, each of the Company and Frontier, through its respective
undersigned officer, has signed this officer’s certificate as of the date first
above written.

       

      
         

        
          
            	 	
                    NEW
      COMMUNICATIONS HOLDINGS INC.

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


          

        

         

         

        
          
            
              	 	FRONTIER COMMUNICATIONS
CORPORATION	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


            

          

           

           

           

          
             

             

             

          

           

          
            [Signature
page follows]

          

           

           

          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

           

           

           

          EXHIBIT
B

        

      

       

      FORM OF
MERGER CONFIRMATION CERTIFICATE

       

      OFFICER’S
CERTIFICATE

       

      OF

       

      FRONTIER
COMMUNICATIONS CORPORATION

       

      
        ________________
___, 2010

         

      

      This
certificate is being delivered pursuant to Section 4(b) of the Escrow Agreement
dated as of April 12, 2010 (the “Escrow Agreement”), among New Communications
Holdings, Inc., a Delaware corporation (the “Company”), Frontier Communications
Corporation, a Delaware corporation (“Frontier”), The Bank of New York Mellon, as
Escrow Agent (the “Escrow
Agent”), The Bank of New York Mellon, as Trustee under the
Indenture referred to in the Escrow Agreement (the “Trustee”) and J.P. Morgan Securities Inc.
(“Representative”), as the representative of
the several initial purchasers listed in Schedule 1 to the Purchase Agreement
(as defined in the Escrow Agreement) (collectively, the “Initial
Purchasers”). Unless otherwise indicated, capitalized terms used
but not defined herein have the respective meanings specified in Escrow
Agreement.

       

       _________________, on
behalf of Frontier and not in a personal capacity, does
hereby certify to the Escrow Agent, the Trustee and the Representative that, as
of  the date hereof, the Merger has been consummated substantially as
described in the Offering Memorandum.

       

       

       

      
         

         

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

         

         

         

        
           

          IN
WITNESS WHEREOF, Frontier, through the undersigned officer, has signed this
officer's certificate as of the date first above written.

           

          
            
              
                
                  	 	FRONTIER COMMUNICATIONS
CORPORATION	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


                

              

               

            

          

        

         

         

      

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

       

       

       

      EXHIBIT
C

       

      FORM OF
TERMINATION CERTIFICATE

       

      OF

       

      [NEW
COMMUNICATIONS HOLDINGS INC.] [FRONTIER COMMUNICATIONS CORPORATION]

       

      
        ________________
___, 2010

         

      

      This
certificate is being delivered pursuant to Section 4(c) of the Escrow Agreement
dated as of April 12, 2010 (the “Escrow Agreement”), among New Communications
Holdings, Inc., a Delaware corporation (the “Company”), Frontier Communications
Corporation, a Delaware corporation (“Frontier”), The Bank of New York Mellon, as
Escrow Agent (the “Escrow
Agent”), The Bank of New York Mellon, as Trustee under the
Indenture referred to in the Escrow Agreement (the “Trustee”) and J.P. Morgan Securities Inc.
(“Representative”), as the representative of
the several initial purchasers listed in Schedule 1 to the Purchase Agreement
(as defined in the Escrow Agreement) (collectively, the “Initial
Purchasers”). Unless otherwise indicated, capitalized terms used
but not defined herein have the respective meanings specified in Escrow
Agreement.

       

      _________________, on
behalf of [the Company] [Frontier] and not in a personal
capacity, hereby certifies to [the Company] [Frontier], the Escrow Agent, the
Trustee and the Representative and directs the Escrow Agent as
follows:

       

      The
Merger Agreement was terminated pursuant to its terms on
[          ].

       

       

       

      
        
          [Signature
page follows]

           

           

           

        

         

         

         

         

        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        

         

      

       

       

       

      IN
WITNESS WHEREOF, [the Company][Frontier], through the undersigned officer, has
signed this officer’s certificate as of the date first above
written.

       

       

      
         

        
          
            	 	[NEW COMMUNICATIONS HOLDINGS INC.]
      [FRONTIER COMMUNICATIONS CORPORATION]	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


          

        

         

      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      26