TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT

Exhibit 2.8

TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT

between

VERIZON COMMUNICATIONS INC.

AND

FAIRPOINT COMMUNICATIONS, INC.

March 31, 2008

TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT

     This TRANSITION PERIOD TRADEMARK LICENSE AGREEMENT (the “Trademark License Agreement”), effective as of March 31, 2008 (the “Effective Date”), is between Verizon Communications Inc., a Delaware corporation on behalf of itself and its Subsidiaries and Affiliates (“Licensee”), and FairPoint Communications, Inc., a Delaware corporation (“Licensor”). Licensor and Licensee being hereinafter referred to individually as a “Party” and collectively as the “Parties.”

     Whereas, Licensor is the owner of, or has a valid license to use in commerce and sublicense the use in commerce, the FAIRPOINT COMMUNICATIONS Logo as shown on the attached Schedule A and hereby made a part of this Trademark License Agreement, together with any additional and successor marks that may be adopted by Licensor during the Term and which Licensor desires to be used by Licensee (the “FAIRPOINT Mark”);

     Whereas, Licensor and Licensee have entered into the Agreement (as defined below), pursuant to which Northern New England Spinco Inc. (“Company”) will merge with and into Licensor (the “Merger”) and, at Closing of said Merger, Licensor will own all of the stock of Company;

     Whereas, after the Merger, Licensor and its Affiliates will operate the Spinco Business (as defined below) in the States of New Hampshire, Maine, and Vermont;

     Whereas, Licensor, Verizon Information Technologies Inc. (“Supplier”), Northern New England Telephone Operations Inc. and Enhanced Communications of Northern New England Inc. have entered into a Transition Services Agreement, dated as of January 15, 2007, whereby Supplier and its Affiliates will provide to Licensor, for its account and for the benefit of it and its Affiliates, certain services defined in the Transition Services Agreement (“TSA”) as “Transition Services”;

     Whereas, in connection with the Transition Services, the Parties wish to co-brand the Welcome webpages, Web Based Activation (WBA) webpage and What’s Next webpage of the online portal, the installation CD and user guide with the Co-Branded Logo shown on the attached Schedule B and hereby made a part of this Trademark License Agreement) (the “Co-Branded Logo”) to provide the services identified in Schedule D of the TSA (the “Schedule D Services”);

     Whereas, Licensee desires to obtain a nonexclusive, royalty-free license to use in commerce the FAIRPOINT Mark as part of the Co-Branded Logo, but solely as required in connection with Licensor’s receipt of the Schedule D Services, in Licensor’s conduct of the Spinco Business during the term of the TSA; and

     Whereas, Licensor is willing to grant Licensee the aforementioned license to use in commerce the FAIRPOINT Mark as part of the Co-Branded Logo, but solely as required in connection with the provision of Schedule D Services during the term of the TSA, upon the following terms and conditions.

     Now, therefore, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions .

Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement or in the Intellectual Property Agreement (as defined below). Other capitalized terms, as used herein, have the meanings set forth below or in the body of this Trademark License Agreement.

	(a)		“Affiliate” means any Person who, directly or indirectly, controls, is controlled by or is under common control with the relevant Party.
	(b)		“Agreement” means the Agreement and Plan of Merger dated as of January 15, 2007 by and among Verizon Communications Inc., Northern New England Spinco Inc. and FairPoint Communications, Inc., as amended.
	(c)		“Claim” is defined in Section 9 of this Trademark License Agreement.
	(d)		“Co-Branded Logo” is defined in the Preamble to this Trademark License Agreement.
	(e)		“Closing” is defined in the Agreement.
	(f)		“Company” is defined in the Preamble to this Trademark License Agreement.
	(g)		“Dispute” is defined in Section 12 of this Trademark License Agreement.
	(h)		“FAIRPOINT License” is defined in Section 13(a) of this Trademark License Agreement.
	(i)		“FAIRPOINT Mark” is defined in the Preamble to this Trademark License Agreement.
	(j)		“Intellectual Property Agreement” means the Intellectual Property Agreement to be entered into as of the Closing by and among Licensor, Licensee and Company.
	(k)		“Person” is defined in the Agreement.
	(l)		“Standards” is defined is Section 5(a) of this Trademark License Agreement.
	(m)		“Spinco Business” is defined in the Agreement.
	(n)		“Subsidiaries” is defined in the Agreement.
	(o)		“Term” is defined in Section 13 of this Trademark License Agreement.

	(p)		“Trademarks” means trademarks, brand names, trade names, service marks, domain names, URLs, designs, graphics, logos and other indicia of origin of good/services, and any and all registrations and applications for registrations pertaining thereto, and all goodwill associated therewith.
	(q)		“Transition Services Agreement” or “TSA” is defined in the Preamble to this Trademark License Agreement.
	(r)		“Unauthorized Use” is defined in Section 7(a) of this Trademark License Agreement.

2.

Grant of Licenses and Rights .

	(a)		Licensor hereby grants to Licensee a personal, royalty-free, nonexclusive and nontransferable limited right and license to use in commerce the FAIRPOINT Mark solely as part of the Co-Branded Logo in connection with the provision of Schedule D Services for the duration of the Term in accordance with and subject to the following terms and conditions:
	(b)		Scope of Use:
			Licensee shall not conduct any business, other than in connection with the provision of Schedule D Services using the FAIRPOINT Mark as part of the Co-Branded Logo.
	(c)		Scope of Rights & Licenses:
			Except and to the extent expressly set forth in Section 2 of this Trademark License Agreement, Licensee agrees that no other rights or licenses, express or implied, are granted hereunder under any other Intellectual Property of Licensor or its Affiliates.

3.

Covenants Regarding Licensee Infringement and Transfer Taxes .

(a)

Licensor agrees and covenants that, in the event Licensor and/or its Affiliates are aware of any alleged infringement or misappropriation or nonlicensed use by Licensee during the Term of any Trademarks owned by Licensor or its Affiliates, or controlled and able to be licensed by Licensor or its Affiliates, and not otherwise licensed by the Licensee hereunder, , Licensor shall promptly provide written notice to Licensee detailing the grounds for such alleged infringement, misappropriation or nonlicensed use, and shall provide the Licensee ten (10) calendar days from date of notice to cure such alleged infringement, misappropriation or nonlicensed use prior to instituting or bringing any suit, action or claim. In the event the Parties are unable to resolve such alleged infringement, misappropriation or nonlicensed use within such ten (10) calendar days of the date of written notice to Licensee, Licensor and/or its Affiliates may seek to enforce such Trademarks; provided, however, nothing contained herein

			shall be deemed to be a waiver of any rights of Licensor or any of its Affiliates or prevent Licensor or any of its Affiliates from seeking immediate injunctive relief.
	(b)		The provisions of the Tax Sharing Agreement shall be applicable and shall govern the responsibility of the Parties for all Taxes imposed by any Governmental Authority with respect to the transactions contemplated by or taken in connection with this Trademark License Agreement.

4.

Inspection and Quality Control .

	(a)		Licensor has the right to control the quality of Schedule D Services provided by Licensee in connection with the use of the FAIRPOINT Mark as part of the Co-Branded Logo as specifically described herein.
	(b)		Licensee agrees that Licensee’s use of the Co-Branded Logo shall conform to the Standards as developed by the Parties (as defined in Section 5(a) below) and that the nature and quality of Schedule D Services provided by Licensee shall be of at least the quality of the products and services provided by Licensee immediately prior to the Effective Date. Licensee acknowledges that the maintenance of the quality for these purposes is of the essence of this Trademark License Agreement and that Licensee shall not provide goods or services in association with the FAIRPOINT Mark that do not meet such quality.
	(c)		Licensee agrees to reasonably cooperate with Licensor in facilitating Licensor’s control of the nature and quality of Schedule D Services provided by Licensee under or in association with the use of the Co-Branded Logo and to permit reasonable, periodic inspections of such Schedule D Services, upon reasonable prior written notice and during regular business hours, by Licensor, to the extent reasonably necessary to verify Licensee’s compliance with the quality control provisions set forth herein. Such inspection shall be at Licensor’s expense.

5.

Form of Use of FAIRPOINT Mark .

	(a)		Licensee agrees and covenants that the style of use of the Co-Branded Logo shall be in the form and style conforming to the Verizon and FairPoint Co-Branding Standards developed by the Parties (the “Standards”), the current version of which is attached as Schedule C hereto and hereby made a part of this Trademark License Agreement. The Standards may be amended, modified or supplemented from time to time by the Parties agreeing in writing.
	(b)		Licensee also agrees that, to the extent reasonably practical, Licensee shall cause to appear in connection with the FAIRPOINT Mark such legends, markings and notices as Licensor may reasonably require in order to give appropriate notice of any trademark rights therein. Licensee shall submit to Licensor for review and approval, at least five (5) business days prior to proposed use, any new materials in which the FAIRPOINT Mark is used; provided, however, once such new

materials are approved by Licensor, no further approval shall be required for further proposed uses during the Term to the extent such approved materials remain substantially the same as approved. Licensee shall not publish, distribute or use in commerce any such new materials without the prior written approval of the following representative of Licensor; provided that, such use shall be deemed approved if no response is received from Licensor within such five (5) bus