PUBLISHING AGREEMENT

Exhibit 2.3

PUBLISHING AGREEMENT

among

NORTHERN NEW ENGLAND SPINCO INC.,

NORTHERN NEW ENGLAND TELEPHONE OPERATIONS LLC,

TELEPHONE OPERATING COMPANY OF VERMONT LLC

and

IDEARC MEDIA CORP.

Dated as of March 31, 2008

Table of Contents

		Page
ARTICLE I DEFINITIONS			2
Section 1.1 General Rules of Construction			2
Section 1.2 Definitions			3
ARTICLE II TERM OF AGREEMENT			12
ARTICLE III RIGHTS AND OBLIGATIONS OF PUBLISHER			12
Section 3.1 Publication			12
Section 3.2 Premium Listings			13
Section 3.3 Phone Service Pages			14
Section 3.4 Changes To White Pages; Courtesy Classified Listings			15
Section 3.5 Editorial Discretion			16
Section 3.6 Delivery and Distribution			16
Section 3.7 Rights in the Directory Products			17
Section 3.8 Changes in Service Areas			18
Section 3.9 Open Access Termination			19
Section 3.10 Regulatory Change			19
Section 3.11 Publishing Order			21
Section 3.12 Non-Solicitation			22
Section 3.13 Non-Compete			22
ARTICLE IV RIGHTS AND OBLIGATIONS OF SPINCO			24
Section 4.1 Delivery of Subscriber List Information and Subscriber Delivery Information			24
Section 4.2 Official Directory Publisher Designation			26
ARTICLE V CLAIMS, LIABILITY AND INDEMNIFICATION			27
Section 5.1 Listing Claims			27
Section 5.2 Advertising Claims			27
Section 5.3 Cooperation			27
Section 5.4 Indemnification			27
Section 5.5 Notice and Procedures			29
Section 5.6 Time Limitation			29
Section 5.7 Other Indemnification			29

Table of Contents
(continued)

		Page
ARTICLE VI TERMINATION			30
Section 6.1 Termination By Publisher			30
Section 6.2 Termination By Spinco			31
Section 6.3 Transition Upon Termination			32
Section 6.4 Termination Without Prejudice			33
ARTICLE VII OTHER DEFAULTS; LIMITATION OF LIABILITY			33
Section 7.1 Other Defaults			33
Section 7.2 Limitation of Liability			33
ARTICLE VIII EXCUSED PERFORMANCE			34
Section 8.1 General Force Majeure			34
ARTICLE IX MISCELLANEOUS			34
Section 9.1 Confidentiality			34
Section 9.2 Further Assurances			35
Section 9.3 No Agency; Right to Subcontract			35
Section 9.4 Governing Law; Service of Process; Jurisdiction			35
Section 9.5 Waiver of Jury Trial			36
Section 9.6 Amendments; Waivers			36
Section 9.7 No Assignment			36
Section 9.8 Notices			37
Section 9.9 Entire Agreement			37
Section 9.10 Severability			38
Section 9.11 Headings			38
Section 9.12 Counterparts			38
Section 9.13 Successors and Assigns; No Third Party Beneficiaries			38
Section 9.14 Interpretation			38

PUBLISHING AGREEMENT

     This Publishing Agreement (this “ Agreement ”) is entered into as of March 31, 2008, but shall not be effective until the Effective Time, among Idearc Media Corp. (“ Publisher ”), 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 ”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in Article I.

RECITALS

     WHEREAS, Verizon Communications Inc. (“ Verizon ”), Spinco’s ultimate parent company, and Spinco have entered into a Distribution Agreement, dated as of January 15, 2007 (the “ Distribution Agreement ”), pursuant to which ( i ) Verizon shall separate the Spinco Assets (as defined in the Distribution Agreement) from the Verizon Assets (as defined in the Distribution Agreement) and ( ii ) Verizon shall distribute all of the issued and outstanding shares of Spinco Common Stock to Verizon’s stockholders (the “ Distribution ”);

     WHEREAS, Spinco and FairPoint Communications, Inc. (“ Buyer ”) have entered into an Agreement and Plan of Merger, dated as of January 15, 2007 (the “ Merger Agreement ”), pursuant to which Buyer will merge with and into Spinco (the “ Merger ”) immediately after the consummation of the Distribution;

     WHEREAS, Publisher, Verizon and certain of Verizon’s Affiliates are parties to a Publishing Agreement, dated as of November 17, 2006 (the “ Verizon Publishing Agreement ”), Section 3.8(c) of which provides, among other things, that in the event Verizon ceases to provide local telephone service in all or a portion of one or more certain geographic areas (the “ Verizon Service Areas ”), Verizon shall require the acquiring Person to agree to enter into with Publisher, and Publisher shall enter into with such Person, certain agreements, including an agreement equivalent in all material respect to the Verizon Publishing Agreement;

     WHEREAS, as a result of the Distribution and the Merger, Verizon will cease to provide local telephone service in the Service Areas (as defined below), which are Verizon Service Areas, and, therefore, in accordance with Section 3.8(c) of the Verizon Publishing Agreement, Spinco, as the acquirer of the access lines with which Verizon provides such service, and Publisher have agreed to enter into this Agreement;

     WHEREAS, the TOCs have the right to offer and provide local telephone service in the Service Areas;

     WHEREAS, the TOCs are required to publish directories and deliver directories containing listings of certain residential and business Subscribers (as defined below) in each Service Area pursuant to ( i ) interconnection and similar agreements with CLECs (as defined below), LECs (as defined below) and Resellers (as defined below) and other providers of Telecommunication Services, ( ii ) tariffs and ( iii ) laws, rules, regulations and orders of certain Governmental Entities, in each case as the same may be in effect from time to time (such requirements pursuant to all of the foregoing, the “ Publishing Obligation ”); and

     WHEREAS, in connection with and furtherance of, and as consideration for, the performance by Publisher of its obligations set forth herein, including fulfilling the Publishing Obligation on behalf of the TOCs, Publisher will have certain rights to use the Licensed Marks (as defined in the Branding Agreement, dated as of the date hereof, between Buyer and Publisher (the “ Branding Agreement ”)) on the terms and conditions set forth in the Branding Agreement.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the Parties intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 General Rules of Construction . For all purposes of this Agreement: ( i ) the terms defined in this Agreement include the plural as well as the singular; ( ii ) all references in this Agreement to designated “Recitals”, “Articles”, “Sections” and other subdivisions are to the designated Recitals, Articles, Sections and other subdivisions of the body of this Agreement; ( iii ) pronouns of either gender or neuter include, as appropriate, the other pronoun forms; ( iv ) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; ( v ) “or” is not exclusive; ( vi ) “including” and “includes” shall be deemed to be followed by “but not limited to” and “but is not limited to,” respectively; ( vii ) any definition of or reference to any law, agreement, instrument or other document herein shall, unless expressly stated to the contrary, be construed as referring to such law, agreement, instrument or other document as from time

to time amended, supplemented or otherwise modified; and ( viii ) any definition of or reference to any statute shall be construed as referring also to any rules and regulations promulgated thereunder.

     Section 1.2 Definitions . The following definitions shall apply within this Agreement.

     “ Action ” means any action, complaint, petition, investigation, suit or other proceeding, whether administrative, civil or criminal, in law or in equity, or before any arbitrator or Governmental Entity.

     “ Activity Default Notice ” has the meaning set forth in Section 6.2(d).

     “ Additional Legal Requirement ” means any change in any Legal Requirement or any new or additional Legal Requirement; provided that, for purposes of determining whether there has been any increase in Publisher’s cost of fulfilling the Publishing Obligation, no change in any Legal Requirement and no new or additional Legal Requirement that requires or has the effect of requiring Publisher to engage (or not to engage) in any practice in which Publisher engaged (or refrained from engaging) prior to such change in such Legal Requirement or such new or additional Legal Requirement shall be an Additional Legal Requirement.

     “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) means the possession of the power to direct the management and policies of the referenced Person through ownership of more than 50% of the voting power in the referenced Person. A Person shall become an Affiliate of a Party at such time as it obtains control of, or becomes controlled by, or falls under common control with, such Party, and shall no longer be an Affiliate of such Party from and after the date that it ceases to control, be controlled by or be under common control with, such Party.

     “ Agreement ” has the meaning set forth in the preamble to this Agreement.

     “ Bankruptcy Code ” means the United States Bankruptcy Code (11 U.S.C. Section 101 et seq .), as amended from time to time, and any successor statute.

     “ Branding Agreement ” has the meaning set forth in the ninth Recital.

     “ Breach Resolution Process ” has the meaning set forth in Section 6.1(a).

     “ Buyer ” has the meaning set forth in the second recital of this Agreement.

     “ Change of Control ” means: ( i ) an acquisition by any Person or group of Persons of the voting stock of the referenced Person in a transaction or series of transactions, if immediately thereafter such acquiring Person or group has, or would have, beneficial ownership of more than 50% of the combined voting power of the referenced Person’s then outstanding voting stock, including any such acquisition by way of a merger, consolidation or reorganization (including under the Bankruptcy Code), or series of such related transactions, involving the referenced Person, ( ii ) a sale, assignment or other transfer of all or substantially all of the referenced Person’s assets or ( iii ) a confirmation of any plan of reorganization or liquidation under, or sale of assets pursuant to, the Bankruptcy Code, any out-of-court recapitalization or reorganization transaction or exchange offer, in any case in which more than 50% of such Person’s outstanding equity securities are issued in exchange for all or a significant portion of such Person’s outstanding debt or other securities, or a deed in lieu of foreclosure or any other remedy or right at law or contract by which substantially all of such Person’s equity securities or assets are surrendered, assigned or otherwise transferred to another Person.

     “ Claims ” means any and all claims, causes of action, demands, complaints, disputes, liabilities, obligations, losses, damages, deficiencies, penalties, settlements, judgments, actions, proceedings and suits of whatever kind and nature.

     “ CLEC ” means a competitive local exchange carrier.

     “ Commercial Agreements ” means this Agreement, the Non-Competition Agreement, the Branding Agreement and the Listings License Agreement.

     “ Confidential Information ” means, with respect to any Party, all information and documentation of such Party, including confidential and/or proprietary technical or business information, confidential marketing and business plans and customer lists; provided that Confidential Information does not include information which ( i ) is or becomes publicly known or available through no breach of this Agreement by the receiving Party, ( ii ) is rightfully acquired by the receiving Party free of restrictions on its

disclosure or ( iii ) is independently developed by a Party without the use of or reference to any Confidential Information of the other Party.

     “ Cost Change Dispute Notice ” has the meaning set forth in Section 3.10(e).

     “ Cost Change Statement ” has the meaning set forth in Section 3.10(c).

     “ Cost Savings Amount ” has the meaning set forth in Section 3.10(b)(iii).

     “ Courtesy Classified Listing ” means one appearance of a business Subscriber’s name, address and business telephone number in the classified section of the Yellow Pages for such Subscriber’s Scoped Area.

     “ Default Notice ” has the meaning set forth in Section 6.1(a).

     “ Directory Default Notice ” has the meaning set forth in Section 6.2(b).

     “ Directory Product ” means a telephone directory product consisting principally of searchable (e.g., by alphabet letter or category of products or services) multiple telephone listings and/or classified advertisements that is delivered or otherwise made available to end users in tangible media (e.g., paper directories, CD-ROM), electronic media (e.g., Internet) or digital media (e.g., PDA download).

     “ Distribution Agreement ” has the meaning set forth in the first Recital.

     “ Effective Date ” means the Distribution Date (as defined in the Distribution Agreement).

     “ Effective Time ” means immediately after the Distribution (as defined in the Distribution Agreement).

     “ Extended Area Listings ” or “ EAS Listings ” means extended area listings provided by LECs, CLECs or Resellers other than any of the Spinco Parties, for areas outside the applicable Service Area that are within a local calling area which is in part

within such Service Area and are Legally Required to be included in a directory distributed to Subscribers in such Service Area.

     “ Generic Phone Service Pages ” has the meaning set forth in Section 3.3(a)(i).

     “ Governmental Entity ” means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether Federal, state or local, domestic or foreign.

     “ ILEC ” has the meaning set forth in Section 3.8(a).

     “ Incremental Listings Costs ” means any (i) one-time costs Publisher may incur in implementing any systems changes necessitated by the inclusion of non-wireline listings of subscribers of Other Service Providers because such listings are of a new type and (ii) actual and incremental increase in Publisher’s costs of fulfilling the Publishing Obligation incurred because the inclusion of such listings causes the total number of listings in the Primary Directories to exceed the number of listings set forth on Schedule 1.1A, as adjusted to take into account the addition or disposition of any Service Areas pursuant to Section 3.8.

     “ Indemnified Party ” has the meaning set forth in Section 5.5.

     “ Indemnifying Party ” has the meaning set forth in Section 5.5.

     “ LEC ” means a local exchange carrier.

     “ Legal Requirements ” means ( i ) the contractual obligations of Spinco or any of its Subsidiaries related to directories under interconnection and similar agreements or other contracts relating to Telecommunication Services entered into between Spinco or any of its Subsidiaries and any Other Service Providers (or assumed by Spinco or any of its Subsidiaries pursuant to the Distribution Agreement) and ( ii ) any order, injunction, decree, statute, law, ordinance, principle of common law, rule, tariff, regulation, settlement agreement, arbitration ruling or custom and practice of any applicable regulatory agency related to directories and applicable to Spinco or any of its Subsidiaries as a LEC (but not any of the foregoing that is of general applicability to businesses), in each case as now existing and as may exist at any time during the term of this Agreement (and any renewals or extensions thereof).

     “ Legally Required ” means that a specified action is necessary in order to satisfy or otherwise fulfill one or more of the Legal Requirements or Additional Legal Requirements.

     “ Licensed Marks ” has the meaning set forth in the Branding Agreement.

     “ Listings License Agreement ” means the Listings License Agreement, dated as of the date hereof, between the Spinco telephone operating companies listed in Exhibit 1 thereto and Publisher.

     “ Loss ” means any cost, damage, disbursement, expense, liability, loss, obligation, penalty or settlement, including interest or other carrying costs, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by the referenced Person.

     “ Material Change ” means, with respect to any Primary Directory containing White Pages, ( i ) a change in the Publication date of such Primary Directory of more than three months, ( ii ) a change in the Scoped Area of such Primary Directory that has the effect of adding or removing a number of listings equal to more than 20% of the listings of such Primary Directory, ( iii ) a change in the media of such Primary Directory (e.g., from paper to CD-ROM), ( iv ) charging any fee for a copy of such Primary Directory or delivery thereof (unless a fee is charged for such Primary Directory as of the Effective Time) or ( v ) other major changes relating to other aspects of the Publication of such Primary Directory that would reasonably be expected to have an impact of similar magnitude on the Subscribers; provided that a separation or combination of any White Pages and any Yellow Pages that does not also involve any of the changes described above shall not be a Material Change.

     “ Material Default ” means, with respect to either Party, a breach of any material term, condition, covenant or obligation of this Agreement, for any reason other than those described in Article VIII, that is so material and continuing that it has the effect of abrogating such Party’s performance and the other Party’s enjoyment of the benefits under this Agreement taken as a whole, including an uncured breach of Section 9.7 with respect to assignment of this Agreement as a whole.

     “ Merger ” has the meaning set forth in first Recital.

     “ Merger Agreement ” has the meaning set forth in the second Recital.

     “ New Customer ” means a Subscriber to local phone service who does not currently have any local exchange service and specifically excludes customers who are changing their service from one LEC to another.

     “ Non-Competition Agreement ” means the Non-Competition Agreement, dated as of the date hereof, between Spinco and Publisher.

     “ Notice of Claim ” has the meaning set forth in Section 5.5.

     “ Open Access Termination ” has the meaning set forth in Section 3.9.

     “ Other Default ” means a breach or violation of or default under this Agreement that is not a Material Default, Service Area Default or Primary Directory Default.

     “ Other Service Providers ” means CLECs, LECs, Resellers or other providers of Telecommunication Services with whom the Spinco Parties have interconnection or similar agreements or other contracts.

     “ Other Subscriber List Information ” means a list of the names, addresses, telephone numbers, and primary advertising classifications (as such classifications are assigned at the time of establishment of service) of non-Spinco Subscribers (i.e., the Subscribers of certain Other Service Providers providing such service in the applicable Service Area) that Spinco is Legally Required to publish in its directories, as supplied to Publisher by Spinco, as well as such other listing information about such Subscribers as Spinco may be Legally Required to provide to directory publishers.

     “ Party ” means each of Publisher, on the one hand, and the Spinco Parties, on the other hand; “ Parties ” means Publisher and the Spinco Parties, collectively.

     “ Person ” means an association, a corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization, including a Governmental Entity.

     “ Premium Listings ” means all types of listings in White Pages which are generally offered or otherwise made available to Subscribers by, or on behalf of, the relevant TOC, other than Primary Listings.

     “ Premium Phone Service Pages ” has the meaning set forth in Section 3.3(a)(ii).

     “ Primary Directories ” means White Pages and/or Yellow Pages directories with respect to a particular Service Area which are Published in accordance with the Publishing Obligation.

     “ Primary Directory Default ” has the meaning set forth in Section 6.2(b).

     “ Primary Listing ” means one appearance of ( i ) a Subscriber’s name, address and telephone number (including any nicknames, titles or degrees) and ( ii ) any other Subscriber information Legally Required in the White Pages covering the Service Area in which such Subscriber has Telecommunication Services.

     “ Publish ” or “ Publishing ” means to engage in, or the act of engaging in, any and all activities required to discharge the Publishing Obligation.

     “ Publisher ” has the meaning set forth in the preamble to this Agreement.

     “ Publisher Premium Listings Share ” has the meaning set forth in Section 3.2(a).

     “ Publishing Obligation ” has the meaning set forth in the seventh Recital.

     “ Publishing Order ” has the meaning set forth in Section 3.11.

     “ Reimbursable Increase ” has the meaning set forth in Section 3.10(b)(ii).

     “ Reseller ” means a reseller of local exchange telephone service.

     “ Scoped Area ” means, with respect to any Directory Product, the geographic area associated with the Primary Listings included in and serviced by such Directory Product

as may be established and modified, subject to Section 3.4, by Publisher from time to time.

     “ Service Area(s) ” means those geographic areas in which the Spinco Parties provide local telephone service as an ILEC listed on Schedule 1.1B, including any such areas added to Schedule 1.1B pursuant to Section 3.8.

     “ Service Area Default ” has the meaning set forth in Section 6.1(c).

     “ Service Area Default Notice ” has the meaning set forth in Section 6.1(c).

     “ Service Corp. ” has the meaning set forth in the preamble to this Agreement.

     “ Spinco ” has the meaning set forth in the first Recital.

     “ Spinco Indemnified Parties ” has the meaning set forth in 5.4(a).

     “ Spinco Parties ” means, collectively, Spinco, Telco and VT LLC.

     “ Spinco Subscriber List Information ” means a list of the names, addresses, telephone numbers, and primary advertising classifications (as such classifications are assigned at the time of establishment of service) of the Subscribers of Spinco in the applicable Service Area, as supplied to Publisher by Spinco, and such other listing information about such Subscribers as Spinco may be Legally Required to provide to directory publishers.

     “ Subscriber ” means any person or business that orders and/or receives Telecommunication Services from a provider of such services.

     “ Subscriber Delivery Information ” means a list of the names and delivery addresses of the Subscribers of Spinco and certain Other Service Providers as supplied to Spinco by Spinco, including Subscribers that have elected not to be published in a Directory Product, and such other information, such as non-confidential telephone numbers, that Publisher and Spinco may agree from time to time is required or useful for the complete and accurate delivery of Primary Directories or as Spinco may be Legally Required to provide to directory publishers.

     “ Subscriber List Information ” means the Spinco Subscriber List Information and the Other Subscriber List Information.

     “ Subsidiary ” means, with respect to any Person, each other Person in which such Person owns or controls, directly or indirectly, capital stock or other equity interests representing at least 50% of the outstanding voting stock or other equity interests.

     “ Telecommunication Services ” means telecommunications, internet connectivity, broadband access, wireless communications or other comparable or successor telephony or data products or services.

     “ Transition Costs ” has the meaning set forth in Section 6.3(a).

     “ Verizon ” has the meaning set forth in the first Recital.

     “ Verizon Publishing Agreement ” has the meaning set forth in the third Recital.

     “ Verizon Service Areas ” has the meaning set forth in the third Recital.

     “ Video Services ” means video conferencing, television, cable, direct broadcast satellite, video on demand or other video services.

     “ White Pages ” means the information Published by Publisher with respect to any Service Area comprised of or including the alphabetical listings of residential and business Subscribers having Telecommunication Services for such Service Area.

     “ Yellow Pages ” means the information Published by Publisher with respect to any Service Area comprised of or including classified listings, including Courtesy Classified Listings.

ARTICLE II

TERM OF AGREEMENT

     Subject to the provisions of Article 6, this Agreement shall become effective as of the Effective Time and remain in effect until November 17, 2036. Thereafter, this Agreement shall automatically renew for additional 5-year terms unless either Party provides written termination notice to the other Party at least 24 months prior to the end of the then current term.

ARTICLE III

RIGHTS AND OBLIGATIONS OF PUBLISHER

     Section 3.1 Publication .

     (a) Subject to the terms of this Agreement, Publisher shall, at no charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers, subject to Section 3.11, ( i ) Publish White Pages covering, in the aggregate, the Service Areas, ( ii ) Publish Primary Listings in the applicable White Pages, ( iii ) to the extent it is a Legal Requirement, Publish a Courtesy Classified Listing in the applicable Yellow Pages for each business Subscriber (unless such Subscriber has indicated to Publisher or any Spinco Party that it does not want such Courtesy Classified Listing to be Published), ( iv ) co-mingle in the White Pages of such Primary Directories on a non-discriminatory basis the Spinco Subscriber List Information with the Other Subscriber List Information and ( v ) comply with any and all Subscriber-requested restrictions (e.g., unlisted number requests) that are designated in the Subscriber List Information or otherwise designated to Publisher and are consistent with Publisher’s policies.

     (b) In discharging its obligations under this Agreement, Publisher, subject to Article VIII, shall not take any action that shall cause any Spinco Party or Publisher to be in violation of any Legal Requirement, whether in effect now or in the future.

     (c) Without limiting the provisions of Section 3.1(b), Publisher shall ensure that ( i ) the appearance (including font and size) and integration of all Subscriber List Information occurs in a non-discriminatory manner and ( ii ) the Other Subscriber List Information is included in the Primary Directories using the same methods and procedures, and under the same terms and conditions, as those with respect to the Spinco Subscriber List Information.

     (d) Publisher shall not propose, solicit or otherwise encourage any Additional Legal Requirement in any Service Area that would reasonably be expected to result in any Net Regulatory Cost Increase or any cost to Spinco without the advance approval of Spinco. If Spinco is notified that any applicable Governmental Entity proposes any Additional Legal Requirement that Spinco reasonably expects would result in any Net Regulatory Cost Increase, then Spinco will involve and solicit advice from Publisher regarding how to respond to any such proposal.

     (e) Each of Publisher and Spinco shall promptly notify the other of, and shall at such Party’s request cooperate with such Party with respect to, any inquiry, investigation, formal or informal complaint, lawsuit or docket relating to the matters covered by this Agreement begun or threatened by any Governmental Entity with jurisdiction over such Party. Publisher shall cooperate with Spinco with respect to any legal efforts to change legislation or regulations in an effort to minimize directory publication costs. As between the Parties, Spinco shall have sole responsibility for all discussions, communications and other interactions with Governmental Entities with respect to existing or prospective Legal Requirements; provided , that Publisher may have any such discussions, communications or interactions if it provides Spinco reasonable prior notice and the right to participate in each of any such discussions, communications or interactions and, in the case of written correspondence, the right to receive and review in advance copies thereof; and provided , further , that Spinco shall reasonably consult with Publisher on any such discussions, communications or interactions which relate to Publisher’s fulfillment of the Publishing Obligation. In any discussions, communications or interactions with Governmental Entities, each of the Spinco Parties and Publisher shall make it clear that it does not represent, or otherwise have authority to speak for or bind, the other Party.

     (f) For the avoidance of doubt, it is understood that no Party shall have any liability to the other Party for any failure to involve, solicit advice from or consult with the other Party as required by this Section 3.1 unless and only to the extent the other Party demonstrates it has been prejudiced by such failure.

     Section 3.2 Premium Listings .

     (a) Publisher shall, at no additional charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers, Publish the types of Premium Listings listed on Schedule 3.2, which are the Premium Listings being offered by Spinco to Spinco Subscribers in the Service Areas as of the date hereof, and any additional Premium Listings that are of a type that is similar to, and do not involve costs to Publisher that are different from the costs associated with, any of the Premium Listings listed on Schedule 3.2. Notwithstanding the foregoing, to the extent revenues from such Premium Listings in a particular state exceeds the amount set forth on Schedule 3.2 for such state (as adjusted to reflect any price changes for such Premium Listings), Spinco shall pay Publisher cash in an amount equal to 5% of such excess (the

total of any such amounts, the “ Publisher Premium Listings Share ”). In the event Spinco desires to offer additional Premium Listings that are of a type different from those currently offered, and involve costs to Publisher that are different from the costs associated with, any of the Premium Listings listed on Schedule 3.2, Spinco and Publisher shall negotiate in good faith the terms on which Publisher shall Publish such Premium Listings.

     (b) Within 60 days after each anniversary of the Effective Date, Spinco shall provide Publisher with a written statement setting forth the Publisher Premium Listings Share for the twelve-month period preceding such anniversary and shall remit to Publisher such Publisher Premium Listings Share.

     Section 3.3 Phone Service Pages .

     (a) Upon request, Publisher shall include such phone service pages in the Primary Directories as Spinco may provide for the specific applicable Service Area(s). The content within such phone service pages shall not be promotional or advertising. Publisher shall have, subject to the terms of this Agreement (including Section 3.1(b) and (c)), the right to exercise final editorial control, which shall be exercised in a commercially reasonable manner and in conformity with applicable Legal Requirements, over the Published version of the content, design, format and location of the phone service pages. The phone service pages in any White Pages shall consist of two types:

     (i) Generic Phone Service Pages . At no charge to Spinco, subject to Section 3.11, Publisher shall Publish: ( A ) any information required to be included in the applicable White Pages by any Legal Requirement (e.g., how to request service, contact repair service, dial directory assistance, reach an account representative, request buried cable locate service, and contact the special needs center for customers with disabilities); ( B ) information about Spinco’s emergency numbers, consumer tips and local calling area; ( C ) non-company specific information, including long distance calling, state and international area codes, and a time zone map of the United States; and ( D ) an instructional notice directing all Subscribers to contact their local service provider to request any modifications to their existing listing, or to request a new listing (A, B, C and D, collectively, the “ Generic Phone Service Pages ”). Spinco, at its sole cost and expense, shall prepare and provide Publisher with the information described in this Section 3.3(a)(i), with the exception of information about any CLEC or LEC with whom Spinco does not have an interconnection agreement, which must be provided directly to Publisher by such CLEC or LEC. Publisher and Spinco shall cooperate to integrate the information described in this Section 3.3(a)(i) into the appropriate format and design and to ensure compliance with the Legal Requirements; and

     (ii) Premium Phone Service Pages . To the extent offered by Publisher, and without limiting the rights and obligations of each of Spinco and Publisher set

forth in Section 3.2, Spinco, and any CLECs included within the Scoped Area of a given White Pages, may elect to purchase premium phone service pages in such White Pages for the purpose of providing specific product and service information that is factual, instructional and/or directional in nature (the “ Premium Phone Service Pages ”) in accordance with Publisher’s then-prevailing policies and pricing, as such policies and pricing shall be reasonably established by Publisher from time to time; provided , however , that Publisher may not sell any Premium Phone Service Pages to any provider of Telecommunication Services or Video Services other than Spinco and any CLECs to which Publisher is required by applicable Legal Requirements to sell Premium Phone Service Pages; and provided further , that the prices charged by Publisher to Spinco for such Premium Phone Service Pages in any White Pages shall be equal to or less than the lowest prices for comparable Premium Phone Service Pages then being charged by Publisher to any Person with respect to such White Pages.

     (b)  Ordering of Phone Service Pages . The Generic Phone Service Pages shall appear before the Premium Phone Service Pages in each White Pages. Each of the Generic Phone Service Pages and the Premium Phone Service Pages shall be arranged in alphabetical order, except that ( i ) any LEC having a written publishing agreement with Publisher and 50% or more of the total number of Primary Listings for Subscribers in the relevant White Pages shall automatically be placed in first position in such Generic Phone Service Pages and Premium Phone Service Pages, ( ii ) if such LEC is not Spinco, Spinco shall appear immediately following such LEC in such Generic Phone Service Pages and Premium Phone Service Pages and ( iii ) any other LECs shall appear in alphabetical order thereafter in such Generic Phone Service Pages and Premium Phone Service Pages.

     Section 3.4 Changes To White Pages; Courtesy Classified Listings .

     (a) Publisher shall provide to Spinco written notice of any Material Change to any Primary Directory containing White Pages within 30 days after the decision is made to make any such Material Change, and at least 180 days before any such Material Change is to be implemented. Publisher shall in good faith consult with Spinco with respect to any planned Material Change and engage in discussions with Spinco regarding any concerns Spinco may have regarding such Material Change. Notwithstanding anything in this Agreement to the contrary, Spinco may discuss such Material Change with any relevant Governmental Entity (and, in such event, Publisher shall be given an opportunity to discuss the proposed Material Change with such Governmental Entity) and in no event shall any action taken by any Governmental Entity regarding such Material Change give rise to a Reimbursable Increase.

     (b) Publisher shall provide to Spinco written notice of any change to its policies or practices relating to Publishing the result of which would not be consistent

with industry practice at least 30 days prior to the planned implementation of such change.

     (c) If the provision of Courtesy Classified Listings is not a Legal Requirement in any Service Area and Publisher decides to no longer publish Courtesy Classified Listings at no charge in such Service Area, Publisher will provide Spinco with written notice of the decision at least 90 days prior to the commencement of the sales canvass for the impacted directories in such Service Area, and Spinco, by written notice delivered not more than 45 days after receipt of notice from the Publisher, may require Publisher to publish such Courtesy Classified Listings provided that Spinco reimburses Publisher (so long as the provision of Courtesy Classified Listings at no charge is not a Legal Requirement) for the incremental costs of including such listings in the directories.

     (d) Representatives of each of Publisher and Spinco shall meet on a quarterly basis to discuss Publisher’s activities relating to its fulfillment of the Publishing Obligation and any Material Changes or changes to Publisher’s policies and practices relating to Publishing then under contemplation by Publisher.

     Section 3.5 Editorial Discretion . Subject to its obligations under this Agreement, Publisher may establish, discontinue or modify its policies from time to time with regard to any and all aspects of Publishing; provided , however , that Publisher shall give Spinco written notification of any changes in Publisher’s policies or products that are reasonably likely to impact Spinco’s obligations under this Agreement at least 180 days prior to the expected date of implementation of such changes; and provided further that, for the avoidance of doubt, Publisher may not alter or fail to comply with the terms of this Agreement in any material manner whatsoever by modification of its policies. Publisher’s policies shall be commercially reasonable. Publisher may not make any commitments on behalf of Spinco or take any action that would materially impair or affect Spinco’s ability to discharge its Publishing Obligation, in each case without the prior written consent of Spinco.

     Section 3.6 Delivery and Distribution .

     (a)  Initial Delivery . Publisher shall timely deliver in accordance with the related Subscriber Delivery Information ( i ) at least one White Pages and, to the extent Legally Required, at least one Yellow Pages or ( ii ) at least one combined White Pages and Yellow Pages to all Subscribers within the Scoped Area covered by the related Primary Directory(s) at no charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers. Subject to Section 3.4 and applicable Legal Requirements, Publisher may select the type or medium of delivery of such Primary Directories, provided that, in addition to complying with Section 3.4, Publisher shall make no change to the type or medium of delivery of any White Pages unless, in each case, Publisher makes the same change to the type and medium of delivery of each Yellow Pages distributed by Publisher in the same Scoped Area.

     (b)  Replacements and New Customers . Subject to available inventory (which Publisher shall maintain at reasonable levels consistent with Publisher’s past practices), subsequent to the initial distribution of White Pages, Publisher shall timely deliver ( i ) additional and replacement White Pages to Subscribers within the Scoped Area of such White Pages upon any reasonable request from a Subscriber within such Scoped Area and ( ii ) White Pages to New Customers within the Scoped Area for such White Pages, provided Spinco delivers timely New Customer information for the Service Areas to Publisher in the format in which such information is currently being delivered or such other format as may be mutually agreed upon by the Parties. Publisher shall make the foregoing deliveries at no charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers.

     (c)  Distribution Coverage and Policies . Upon Spinco’s request, Publisher shall provide to Spinco, at no charge: ( i ) a reasonable number of copies of Publisher’s distribution policies for each Service Area describing which White Pages Subscribers in such Service Area shall receive and other matters relevant to the distribution of White Pages in such Service Area and ( ii ) a reasonable number of copies of the White Pages coverage information, including those geographic areas included in and served by the White Pages and government pages, for each of the Service Areas. Spinco may make and retain copies of the information and documents provided pursuant to (i) and (ii) above as necessary to perform its obligations hereunder.

     (d)  Free Calling Area . In the event a Spinco local or extended calling area extends beyond any Scoped Area, Publisher’s delivery obligation with respect to any Subscriber that resides in the portion of such free calling area not within the relevant Scoped Area shall include only such additional White Pages as may be requested by such Subscriber and required to be provided to such Subscriber by any Legal Requirement, which Publisher shall provide at no charge to the Spinco Parties, their Subscribers, Other Service Providers or the Subscribers of Other Service Providers.

     Section 3.7 Rights in the Directory Products . The copyrights and other intellectual property rights in each Directory Product covered by this Agreement, and any and all illustrations, artwork, photographs, video, audio, text, maps and other adverti