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Ted 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. WHEREAS, the Board of Directors of Verizon has determined that it is in the best interests of Verizon and its stock.

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