LISTING LICENSE AGREEMENT

Exhibit 2.6

LISTINGS LICENSE AGREEMENT

     This Listing License Agreement (this “ Agreement ”) is entered into as of March 31, 2008, but shall not be effective until the Effective Time (as defined in the Publishing Agreement (as defined below)), among Idearc Media Corp. (“ Idearc ”), Northern New England Spinco Inc. (“ Spinco ”), Northern New England Telephone Operations LLC (“ Telco ”) and Telephone Operating Company of Vermont LLC (“ VT LLC ” and together with Telco, the “ TOCs ”).

     WHEREAS, the TOCs are in the business of offering and providing local telephone service in certain areas, and have certain listing information with respect to telephone subscribers in such areas;

     WHEREAS, Idearc is in the business of publishing telephone, yellow page and internet directories;

     WHEREAS, concurrently herewith, the TOCs and Idearc are entering into a Publishing Agreement (the “ Publishing Agreement ”) pursuant to which Idearc shall publish certain telephone directories, yellow page directories and related publications on behalf of the TOCs (the “ Directories ”); and

     WHEREAS, pursuant to the terms of this Agreement, Idearc desires to license such listing information to enable Idearc to publish its directories, including without limitation, the Directories, and the TOCs are willing to grant such license to Idearc.

          NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained herein and in the Publishing Agreement, the parties agree as follows:

ARTICLE 1
DEFINITIONS

     The following terms as used herein have the following meanings.

          1.1 “ Bankruptcy ”, with respect to any party to this Agreement, shall be deemed to have occurred (i) if any proceedings are initiated by or against it under any law relating to the relief or reorganization of debtors, which in the case of an involuntary proceeding is not dismissed within one hundred twenty (120) days after filing, or (ii) upon the appointment of any receiver or trustee to take possession of its properties, any assignment for the benefit of its creditors, or any other similar action by or on behalf of its creditors that is not vacated or stayed within ninety (90) days of such appointment or action.

          1.2 “ Listing Information ” means the TOCs’ data, as modified from time to time, containing the listed name, address, telephone number, and, if available, yellow pages heading assigned at the time of initiation of telephone service (as well as additional information, including service address, that is made available by the TOCs) for the TOCs subscribers and for subscribers of Other Telecommunications Providers that the TOCs are authorized to license.

          1.3 “ Listing Information Products ” means the products offered by the TOCs as described on Exhibit A, and as modified by the TOCs from time to time.

          1.4 “ Non-Listed Subscribers ” means subscribers of the TOCs and of Other Telecommunications Providers that the TOCs are authorized to license who have indicated to the TOCs and Other Telecommunications Providers that their listing information is not to be published in any telephone directory and/or shall not be listed in the TOCs’ directory assistance records.

          1.5 “ Other Telecommunications Providers ” means providers or resellers of intraLata local exchange services.

          1.6 “ Term ” means the term of this Agreement as provided in Section 8 hereof.

ARTICLE 2
GRANT OF LICENSE

          2.1 License Grant . The TOCs hereby grant to Idearc a worldwide, nonexclusive license, without the right to grant sublicenses, to: (a) use, store, copy, display, enhance and modify the Listing Information, append other information to the Listing Information and distribute and transmit the Listing Information, in each case, other than Non-Listed Subscribers, solely for the purpose of publishing and distributing directories in any format, including print and electronic formats, and for soliciting advertising and listings for such directories. In addition, Idearc may provide a copy of the Listing Information, other than Non-Listed Subscribers, to its affiliates and contractors for the purpose of testing, developing, and publishing such directories. Notwithstanding anything to the contrary, (a) the foregoing license is granted without limit as to the number of times that the Listing Information can be used by Idearc; and (b) Idearc shall be entitled to make unlimited distribution of the directories that it publishes.

          2.2 Non-Listed Information . The license granted hereunder for Non-Listed Subscriber information is only to help ensure that Non-Listed Subscriber information is not published in any directory or used for any other purpose.

          2.3 Limitations . In no event may the Listing Information be used for any purpose except as expressly set forth herein, including, but not limited to, for any voice or automated voice directory assistance product or service, without the TOCs’ prior written consent. Idearc shall have no right to sell or sublicense Listing Information received pursuant to this Agreement to any third party without the prior written consent of the TOCs.

          2.4 No Exclusivity . Nothing in this Agreement shall be construed as granting Idearc any exclusive right to the Listing Information, and the TOCs are free at any time to grant similar licenses to others under terms and conditions as the TOCs, in their sole discretion, may determine.

ARTICLE 3
LISTING INFORMATION PRODUCTS

          3.1 Product Ordering . Idearc shall order all Listing Information Products from the TOCs using the request form provided by the TOCs. Upon receiving a properly completed request form, the TOCs shall furnish to Idearc the Listing Information Products indicated on such form by the date requested on such form, provided that, the TOCs must receive requests at least thirty (30) days prior to the date Idearc desires to receive the Listing Information Products. Idearc must make requests for changes in the Listing Information Products being received by Idearc on a properly completed request form delivered to the TOCs at least thirty (30) days prior to the desired date of the change.

          3.2 Order Details . Idearc must make requests for Listing Information by NPA/NXX combination or other geographic location identifier agreeable to the TOCs. Idearc may request selected Listing Information, to the extent reasonably available to the TOCs ( e.g. , business only, residential only, government only, new installations or any combination thereof). The TOCs will use reasonable efforts to accommodate requests that the Listing Information provided exclude certain listings, such as data or fax line listings, when feasible.

          3.3 System and Product Changes . The TOCs may make changes to the Listing Information Products in their sole discretion; and will use good faith efforts to provide Idearc one hundred eighty (180) days prior notice of any such change, but shall in any event provide a minimum of ninety (90) days notice. The TOCs will provide Idearc with advance notification of service order change initiatives, changes to list management systems and listings handling procedures, and systems functionality changes and initiatives affecting listings. The TOCs will use good faith efforts to provide one hundred eighty (180) days prior notice to Idearc of any such change, but shall in any event provide a minimum of ninety (90) days advance notification of any such changes that may affect Idearc’s handling or use of the Listing Information and a reasonable amount of advance notification of all other such changes. The TOCs will designate a representative qualified in service order activity, listings management systems and listings handling procedures to collaborate with Idearc on issues and requirements relating to such initiatives and changes.

          3.4 Directory Copies . Idearc will furnish to the TOCs three (3) copies of each edition of each printed, CD-ROM and other format Directory published by Idearc within thirty (30) days of publication.

ARTICLE 4
LICENSE FEES AND TAXES

          4.1 License Fees . Idearc will pay to the TOCs the license fees listed on Exhibit B. The TOCs will render invoices as indicated on Exhibit B. The TOCs reserve the right to change the fees set forth on Exhibit B at any time during the Term on ninety (90) days advance notice to Idearc.

          4.2 Payment . Invoices will be due and payable to the TOCs thirty (30) days after receipt by Idearc. On any amounts not paid by Idearc within such thirty (30) day period

and which are not the subject of a bona fide dispute, the TOCs may charge interest at a rate not to exceed 18% per annum or the highest rate permitted by law, whichever is lower.

          4.3 Disputes Regarding Invoices . In the event that Idearc in good faith disputes an invoice submitted by the TOCs, Idearc may withhold payment of any amount subject to the dispute; provided, however, that (i) Idearc shall continue to pay all undisputed amounts in accordance with the terms hereof, and (ii) the TOCs shall continue to perform their obligations hereunder. In the event of a dispute regarding the amount of any invoice, the parties shall use all reasonable efforts to resolve such dispute within thirty (30) days after Idearc provides written notification of such dispute to the TOCs. Each party shall provide full supporting documentation concerning any disputed amount or invoice within thirty (30)&nbs