FRONTIER COMMUNICATIONS CORP (Form: 8-K, Received: 09/17/2014 15:44:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington , DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) o f the Securities Exchange Act of 1934

Date of R eport ( d ate of earliest event reported) : September 17 , 20 1 4

Frontier Communications Co rporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-11001	06-0619596
(Commission File Number)	(IRS Employer Identification No.)

3 High Ridge Park, Stamford , Connecticut	06905
(Address of principal executive offices)	(Zip Code)

(203) 614-5600

( Registrant’s telephone number, including area code)

_________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 .01 Entry into a Material Definitive Agreement

The information referred to in “Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant” is hereby incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On September 17 , 201 4 , the Company completed its registered offering of $775 million of 6.250 % Senior Notes due 2021 (the “2021 Notes”) and $775 million of 6.875% Senior Notes due 202 5 (the “2025 Notes” and together, the “Notes”) . The 2021 Notes were issued pursuant to an indenture dated as of April 9, 2009, as amended (the “Base Indenture”) , and a sixth supplemental indenture dated as of September 17, 2014 , with The Bank of New York Mellon as trustee. The 2025 Notes were issued pursuant to the Base I ndenture, and a seventh supplemental indenture dated as of September 17, 2014 , with The Bank of New York Mellon as trustee. The 2021 Notes bear interest at the rate of 6 . 250 % per year and the 2025 Notes bear interest at the rate of 6.875% per year . Interest on the 2021 Notes is payable on March 15 and September 15 of each year, beginning on March 15 , 201 5 . Interest on the 2025 Notes is payable on January 1 5 and July 15 of each year, beginning on January 15 , 201 5 . The 2021 Notes will mature on September 15, 2021 . The 2025 Notes will mature on January 15, 2025 . The Company may, at its option, redeem some or all of the Notes at any time before June 15, 2021 (with respect to the 2021 Notes) or before October 15, 2024 (with respect to the 2025 Notes) by paying a make-whole premium, plus accrued and unpaid interest, if any, to the date of redemption , or at any time after June 15, 2021 (with respect to the 2021 Notes) or after October 15, 2024 (with respect to the 2025 Notes) at par plus accrued and unpaid interest, if any, to the date of redemption . The Notes are subject to mandatory redemption at 100% of their principal amount plus accrued interest to the date of redemption if the previously announced proposed acquisition of the wireline properties of AT&T Inc. in Connecticut (the “AT&T Connecticut Transaction”) is not consummated on or before August 17, 2015 or is otherwise terminated. The Notes are senior unsecured obligations of the Company and rank equally with all of its other existing and future senior unsecured indebtedness. The indenture and sixth and seventh supplemental indenture s contain certain covenants and events of default and other customary provisions.

In connection with the issuance of the Notes, the Company entered into an escrow agreement dated as of September 17, 2014 with the Bank of New York Mellon as Trustee, the Bank of New York Mellon as Escrow Agent, and J.P. Morgan Securities LLC. Pursuant to the escrow agreement, the Company deposited into escrow the net proceeds of the offering of the Notes of $1,519,000 for the benefit of the holders of the Notes. The escrowed proceeds will be released to pay a portion of the purchase price of the previously announced proposed AT&T Connecticut Transaction or, if such proposed transaction is not consummated on or before August 17, 2015 or is otherwise terminated, to redeem the Notes.

In connection with the offering, the Company is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the Notes. Such opinion , the form of Notes, the sixth and seventh supplemental indenture s and the escrow agreement are incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-181299), pursuant to which the Notes were offered and issued.

The foregoing descriptions of the Notes, the Base I ndenture , the sixth and seventh supplemental indenture s , and the escrow agreement are summaries only and are qualified in their entirety by reference to the full text of such documents. A copy of the sixth and seventh supplemental indenture s , together with the respective form of Notes and the escrow agreement, are attached hereto as Exhibit 4.1 , 4. 2 and 4.3 , respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


4.1	Sixth Supplemental Indenture dated as of September 17 , 201 4 between F rontier Communications Corporation and The Bank of New York Mellon, as Trustee (including the form of 6.250% Senior Notes due 2021).
4.2	Seventh Supplemental Indenture dated as of September 17 , 201 4 between Frontier Communications Corporation and The Bank of New York Mellon, as Trustee (including the form of 6.875% Senior Notes due 2025).
4.3	Escrow Agreement dated as of September 17, 2014 among Frontier Communications Corporation, The Bank of New York Mellon, as Trustee The Bank of New York Mellon, as escrow agent and J.P. Morgan Securities LLC.
5.1	Opinion of Jones Day
23.1	Consent of Jones Day (included in Exhibit 5.1 hereof)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	FRONTIER Communications CORPORATION

Date: September 17 , 201 4	By: /s/ David G. Schwartz
	David G. Schwartz
	Vice President , Corporate Counsel and
	Assistant Secretary

Exhibit 4.1

FRONTIER COMMUNICATIONS CORPORATION

and

The Bank of New York Mellon,

as Trustee

SIXTH SUPPLEMENTAL INDENTURE

Dated as of September 17 , 201 4

TABLE OF CONTENTS


	Page
ARTICLE 1. DEFINITIONS	2

Section 1.01. Generally	2

Section 1.02. Definitions Used Herein	2

ARTICLE 2. TERMS AND CONDITIONS OF THE NOTES	8

Section 2.01. Designation and Principal Terms	8

Section 2.02. Issuance of Additional Notes	9

Section 2.03. Denominations	9

Section 2.04. Form of Note	9

Section 2.05. Global Notes	9

Section 2.06. Other Terms	9

ARTICLE 3. COVENANTS	9

Section 3.01. Limitation on Subsidiary Indebtedness	9

Section 3.02. Limitations on Liens	10

Section 3.03. Repurchase of Notes upon a Change of Control Triggering Event	11

Section 3.04. Termination of Certain Covenants	13

Section 3.05. Defeasance	13

ARTICLE 4. REDEMPTION	13

Section 4.01. Optional Redemption	13

Section 4.02. Partial Redemption	14

Section 4.03. Mandatory Redemption	14

ARTICLE 5. MISCELLANEOUS	14

Section 5.01. Ratification of Indenture	14

Section 5.02. Governing Law	14

Section 5.03 Direction to Trustee	14

Section 5.04. The Trustee	15

Section 5.05 Successors	15

Section 5.06. Severability	15

Section 5.07. Counterpart Originals	15

Section 5.08. Table of Contents, Headings, etc	15

EXHIBIT A	A-1

SIXTH SUPPLEMENTAL INDENTURE, dated as of September 17 , 2014 (this “ Sixth Supplemental Indenture”), between FRONTIER COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee have duly executed and delivered an Indenture, dated as of April 9, 2009 (the “Base Indenture”), as supplemented and amended by the First Supplemental Indenture, dated as of April 9, 2009 (the “First Supplemental Indenture” ), the Second Supplemental I ndenture, dated as of October 1, 2009 (the “Second Supplemental Indenture” ) , the Third Supplemental Indenture, dated as of May 22, 2012 (th e “Third Supplemental Indenture”) , the Fourth Supplemental Indenture, dated as of August 15, 2012 , as amended (the “Fourth Supplemental Indenture” ) and the Fifth Supplemental Indenture dated as of April 10, 2013 (the “Fifth Supplemental Indenture” and , together with the Base Indenture , the First Supplemental Indenture , the Second Supplemental Indenture , the Third Supplemental Indenture , the Fourth Supplemental Indenture and this Sixth Supplemental Indenture, the “Indenture”), providing for the authentication, issuance and delivery of notes to be issued in one or more series from time to time by the Company (the “Securities”);

WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a new series of Securities to be known as its 6.250 % Senior Notes due 20 2 1 (the “Notes”) to be issued under the Indenture in an aggregate principal amount of $ 775 ,000,000, which may be authenticated and delivered as provided in the Base Indenture;

WHEREAS, the Company desires to supplement and amend the provisions of the Indenture to issue the Notes;

WHEREAS, Section 9.01 of the Base Indenture expressly permits the Company, when authorized by a Board Resolution, and the Trustee, upon the written request of the Company, to enter into one or more supplemental indentures for the purposes, inter alia , of providing for the issuance of and establishing the forms and terms of Notes of any series as permitted by Sections 2.01 and 2.02 of the Base Indenture, and permits the execution of such supplemental indentures without the consent of the Holders of any Notes then Outstanding;

WHEREAS, for the purposes hereinabove recited, and pursuant to a Board Resolution and due corporate action, the Company has duly determined to execute and deliver to the Trustee this Supplemental Indenture;

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture;

WHEREAS, no consent of any Holder is required to execute and deliver this Supplemental Indenture; and

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance with its terms have been done and performed, and the execution and delivery hereof has been in all respects duly authorized.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Trustee mutually covenant and agree as follows:

Article 1. Definitions .

Section 1.01. Generally . Unless the context otherwise requires:

(a) A term not defined herein that is defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;

(b) A term defined anywhere in this Supplemental Indenture has the same meaning throughout;

(d) All dollars are United States dollars.

Section 1.02. Definitions Used Herein . For all purposes of this Supplemental Indenture, except as expressly provided or unless the context otherwise requires, the terms defined in this Section 1.02 shall have the respective meanings specified in this Section 1.02.

“ Acquired Indebtedness ” means Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Company or Indebtedness of a Subsidiary of the Company assumed in connection with an Asset Acquisition by such Subsidiary; provided such Indebtedness was not Incurred in connection with or in contemplation of such Person becoming a Subsidiary or such Asset Acquisition.

“ Adjusted Treasury Rate ” means, with respect to any redemption date:

(1)

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

(2)

if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the r ate per annum equal to the semi annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“ Asset Acquisition ” means (1) an investment by the Company or any of its Subsidiaries in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or consolidated with the Company or any of its Subsidiaries; or (2) an acquisition by the Company or any of its Subsidiaries of the property and assets of any Person other than the Company or any of its Subsidiaries that constitute substantially all of a division, operating unit or line of business of such Person.

“ AT&T Transaction ” means the Company’s prospective acquisition , pursuant to the Stock Purchase Agreement, of all of the issued and outstanding capital stock of The Southern New England Telephone Company and SNET America, Inc. from AT&T Inc.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” as such term is used in Section 13(d)(3) of the Exchange Act, such “person” shall be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“ Capital Lease Obligations ” means Indebtedness represented by obligations under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of Indebtedness shall be the capitalized amount of the obligations determined in accordance with GAAP consistently applied.

“ Capital Stock ” means, with respect to any entity, any and all shares, interests, participations or other equivalents (however designated) of or in such entity’s Common Stock or other equity interests, and options, rights or warrants to purchase such Common Stock or other equity interests, whether now outstanding or issued after the Issue Date.

“ Change of Control ” means the occurrence of any of the following:

(1)

the adoption of a plan relating to the liquidation or dissolution of the Company;

(2)

any “person,” as such term is used in Section 13(d)(3) of the Exchange Act, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the voting power of the Voting Stock of the Company; provided that a transaction in which the Company becomes a Subsidiary of another Person shall not constitute a Change of Control if (a) the stockholders of the Company immediately prior to such transaction beneficially own, directly or indirectly through one or more intermediaries, 50% or more of the voting power of the outstanding Voting Stock of such other Person of whom the Company is then a Subsidiary and (b) immediately following such transaction no person (as defined above) other than such other Person, Beneficially Owns, directly or indirectly, more than 50% of the voting power of the Voting Stock of the Company; or

(3)

the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Ratings Decline.

“ Commodity Agreement ” means any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“ Common Stock ” means:

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes (“ Remaining Life ”).

“ Comparable Treasury Price ” means, for any redemption date, (1) the average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations the average of all such quotations.

“ Continuing Director ” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)

was a member of such Board of Directors on the Issue Date; or

(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“ Credit Facilities ” means one or more debt facilities or commercial paper facilities, in each case with banks or other lenders, including the Rural Telephone Finance Cooperative, providing for revolving credit loans, term loans, receivables financings, including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables, letters of credit or other borrowings, including capital markets debt, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

“ Currency Agreement ” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

“ Designated Subsidiary ” means any Subsidiary of the Company (a) the Capital Stock of which the Company intends to distribute to its shareholders or (b) the assets or Capital Stock of which the Company intends to sell or otherwise dispose of to any Person other than the Company or any of its Subsidiaries, in each case, as evidenced by a Board Resolution.

“ Disqualified Stock ” means any class or series of Capital Stock of any Person that by its terms or otherwise is (1) required to be redeemed prior to the Stated Maturity of the Notes, (2) redeemable at the option of the holder of such class or series of Capital Stock at any time prior to the Stated Maturity of the Notes or (3) convertible into or exchangeable for Capital Stock referred to in clause (1) or (2) above or Indebtedness having a scheduled maturity prior to the Stated Maturity of the Notes.

“ Escrow Agent ” means The Bank of New York Mellon , in its capacity as escrow agent under the Escrow Agreement.

“ Escrow Agreement ” means the escrow agreement , dated as of September 17, 2014, among the Company, the Trustee , the Escrow Agent and J.P. Morgan Securities LLC , as the representative of several underwriters listed in Schedule 1 to the Underwriting Agreement .

“ Fair Market Value ” means the price that would be paid in an arm’s length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination, unless otherwise specified, shall be conclusive if evidenced by a Board Resolution.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, as in effect from time to time. All ratios and computations contained or referred to in this Supplemental Indenture and the Base Indenture shall be computed in conformity with GAAP applied on a consistent basis.

“ Global Notes ” means, individually and collectively, each of the Notes that is a Global Security, issued in accordance with Section 2.05 hereof, substantially in the form of Exhibit A hereto.

“ Guarantee ” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services (unless such purchase arrangements are on arm’s-length terms and are entered into in the ordinary course of business), to take-or-pay, or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.

“ Incur ” means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (1) any Indebtedness of a Person existing at the time such Person becomes a Subsidiary shall be deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary and (2) neither the accrual of interest nor the accretion or amortization of original issue discount nor the payment of interest or dividend in the form of additional Indebtedness shall be considered an Incurrence of Indebtedness.

“ Indebtedness ” means, with respect to any Person at any date of determination (without duplication):

(1)

all indebtedness of such Person for borrowed money;

(2)

all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)

entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement);

(4)

all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than one year after the date of placing such property in service or taking delivery and title thereto or the completion of such services, except Trade Payables;

(5)

all Capital Lease Obligations of such Person;

(6)

all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of such Indebtedness shall be the lesser of (A) the Fair Market Value of such asset at such date of determination and (B) the amount of such Indebtedness;

(7)

all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person;

(8)

to the extent not otherwise included in this definition, obligations under Interest Rate Agreements, Commodity Agreements and Currency Agreements, except for Interest Rate Agreements, Commodity Agreements and Currency Agreements entered into for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk; and

(9)

all Disqualified Stock issued by such Person with the amount of Indebtedness represented by such Disqualified Stock being equal to the greater of its voluntary or involuntary liquidation preference and its maximum fixed repurchase price, but excluding accrued dividends, if any.

The amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided :

(A)

that the amount outstanding at any time of any Indebtedness issued with original issue discount is the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness at such time as determined in conformity with GAAP;

(B)

that money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of the interest on such Indebtedness shall not be deemed to be “Indebtedness” so long as such money is held to secure the payment of such interest; and

(C)

that Indebtedness shall not include:

(I)

any liability for federal, state, local or other taxes;

(II)

workers’ compensation claims, self-insurance obligations, performance, surety, appeal and similar bonds and completion guarantees provided in the ordinary course of business;

(III)

obligations arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two business days of its Incurrence; or

(IV)

any Indebtedness defeased or called for redemption.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company.

“ Interest Rate Agreement ” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, option or future contract or other similar agreement or arrangement.

“ Issue Date ” means September 17, 2014 .

“ Lien ” means, with respect to any property or assets, including Capital Stock, any mortgage or deed of trust, pledge, lien, hypothecation, assignment, deposit arrangement, security interest, charge, easement or zoning restriction that materially impairs usefulness or marketability, encumbrance, security agreement, Capital Lease Obligation, conditional sale, any other agreement that has the same economic effect as any of the above, or any sale and leaseback transaction.

“ Mandatory Redemption ” shall have the meaning set forth in Section 4.03 hereto .

“ Mandatory Redemption Event ” shall have the meaning set forth in Section 4.03 hereto .

“ Mandatory Redemption Price ” shall have the meaning set forth in Section 4.03 hereto .

“ Mandatory Redemption Notice ” shall have the meaning set forth in Section 4.03 hereto .

“ Moody’s ” means Moody’s Investor Services, Inc. or any successor rating agency.

“ Permitted Amount ” means, at any time, the sum of (a) 10% of the value of the consolidated total assets of the Company and (b) 20% of the sum of the total consolidated current assets and net property, plant and equipment of the Company, in each case, as shown on, or computed from, the most recent quarterly or annual consolidated balance sheet filed by the Company with the Commission or provided to the Trustee.

“ Ratings Agencies ” means Moody’s and S&P.

“ Ratings Decline ” means the occurrence of the following on, or within 90 days after, the date of the public notice of the occurrence of a Change of Control or of the intention by the Company or any third-party to effect a Change of Control (which period shall be extended so long as the rating of the Notes is under publicly announced consideration for possible downgrade by any of the Ratings Agencies): (1) in the event that the Notes have an Investment Grade Rating by both Ratings Agencies, the Notes cease to have an Investment Grade Rating by one or both of the Ratings Agencies, or (2) in any other event, the rating of the Notes by either of the Ratings Agencies decreases by one or more gradations (including gradations within ratings categories as well as between rating categories) or is withdrawn.

“ Reference Treasury Dealer ” means any of the primary U.S. Government securities dealers in New York City.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

“ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor rating agency.

“ Stated Maturity ” means, (1) with respect to any debt security, the date specified in such debt security as the fixed date on which the final installment of principal of such debt security is due and payable and (2) with respect to any scheduled installment of principal of or interest on any debt security, the date specified in such debt security as the fixed date on which such installment is due and payable.

“ Subsidiary ” means, with respect to any Person, any corporation, association or other business entity of which more than 50% of the voting power of the outstanding Voting Stock is owned, directly or indirectly, by such Person and one or more other Subsidiaries of such Person.

“ Stock Purchase Agreement ” means the Stock Purchase Agreement, dated as of December 16, 2013 (as amended as of the date hereof and as may be further amended from time to time ), between AT&T Inc. and the Company .

“ Trade Payables ” means, with respect to any Person, any accounts payable or any other indebtedness or monetary obligation to trade creditors created, assumed or Guaranteed by such Person or any of its Subsidiaries arising in the ordinary course of business in connection with the acquisition of goods or services.

“ Trigger Date ” means August 17, 2015.

“ Underwriting Agreement ” means the Underwriting Agreement , dated September 3, 2014 , between the Company and J.P. Morgan Securities LLC as representative of the several underwriters listed in Schedule 1 thereto.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is normally entitled to vote in the election of the Board of Directors of such Person.

Article 2. Terms and Conditions of the Notes .

There is hereby authorized the following new series of Notes:

Section 2.01. Designation and Principal Terms .

(a) The Notes are hereby authorized and designated as the “ 6.250 % Senior Notes due 20 2 1 .”

(b) The Notes shall be in an aggregate principal amount of $ 775 ,000,000, shall bear interest at a rate of 6.250 % per ann um, shall mature on September 15 , 202 1 and are subject to optional redemption, in whole or in part, at any time prior to the stated maturity date thereof pursuant to the terms set forth in Article 4 hereof. The Specified Currency of the Notes shall be U.S. dollars. The Notes are not subject to a sinking fund.

(c) The date from which interest shall accrue on the Notes, the interest payment dates of the Notes, the record date with respect to each payment of interest on the Notes and certain other terms of the Notes are set forth in the form of Note attached hereto.

Section 2.02. Issuance of Additional Notes . Subject to Section 2.02 of the Base Indenture, the Company shall be permitted to amend this Supplemental Indenture in order to increase the aggregate principal amount of the Notes issued hereunder without the consent of the Holders of Notes.

Section 2.03. Denominations . The Notes shall be issuable only in registered form, without interest coupons, in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof.

Section 2.04. Form of Note . The Notes are to be substantially in the form attached hereto as Exhibit A and shall have the terms set forth therein.

Section 2.05. Global Notes . The Notes shall be issued in the form of Global Notes. Each Global Note shall represent such of the Outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of Outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of Outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of Outstanding Notes represented thereby shall be made by the Trustee, in accordance with instructions as required by the Indenture.

Section 2.06. Other Terms . The Notes shall be senior unsecured indebtedness of the Company and shall rank pari passu with all of the Company’s other senior unsecured indebtedness outstanding from time to time. The Notes shall not be convertible into, or exchangeable for, any other securities of the Company, except that Notes shall be exchangeable for other Notes to the extent provided herein or in the Base Indenture.

Article 3. Covenants .

In addition to the covenants set forth in Article Four of the Base Indenture, the following additional covenants shall apply to the Company in connection with the Notes:

Section 3.01. Limitation on Subsidiary Indebtedness . The Company shall not permit any of its Subsidiaries to Incur any Indebtedness, other than

(A)

Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien;

(B)

Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries;

(C)

Acquired Indebtedness;

(D)

Indebtedness existing on the Issue Date of any Subsidiary of the Company;

(E)

Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or

(F)

Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million.

The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Section 3.02. Limitations on Liens . The Company will not, and will not permit any of its Subsidiaries to, allow any Lien on any of the Company’s or its Subsidiaries’ property or assets (which includes capital stock) securing Indebtedness, unless the Lien secures the Notes equally and ratably with, or prior to, any such Indebtedness secured by such Lien, for so long as such other Indebtedness is so secured, subject to certain exceptions described in this Section 3.02. This Section 3.02 shall not apply to secured debt which the Company or its Subsidiaries may issue, assume, guarantee or permit to exist up to 10% of the value of the consolidated total assets of the Company as shown on, or computed from, the most recent quarterly or annual balance sheet prepared in accordance with GAAP and filed by the Company with the Commission or provided to the Trustee. In addition, this Section 3.02 shall not apply to:

(1)

Liens securing Indebtedness and other obligations under any senior bank financing of the Company or any of its Subsidiaries, including G uarantees of Indebtedness and other obligations under such senior bank financings, in an amount of up to 20% of the sum of the total consolidated current assets and net property, plant and equipment of the Company as shown on, or computed from, the most recent quarterly or annual balance sheet prepared in accordance with GAAP and filed by the Company with the Commission or provided to the Trustee;

(2)

Liens existing on the Issue Date;

(3)

Liens on property that exist when the Company acquires the property that secure payment of the purchase price of the property;

(4)

Liens securing debt that any Subsidiary of the Company owes to the Company or to any other Subsidiary of the Company;

(5)

Liens on property, shares of stock or Indebtedness of any entity that exists when (a) it becomes a Subsidiary of the Company, (b) it is merged into or consolidated with the Company or any of its Subsidiaries, or (c) the Company or any of its Subsidiaries acquires all or substantially all of the assets of the entity, provided that no such Lien extends to any other property of the Company or any of its Subsidiaries;

(6)

Liens on property to secure debt incurred for development or improvement of the property;

(7)

Liens securing (a) nondelinquent performance of bids or contracts (other than for borrowed money, obtaining of advances or credit or the securing of debt), (b) contingent obligations on surety and appeal bonds and (c) other similar nondelinquent obligations, in each case incurred in the ordinary course of business;

(8)

Liens securing purchase money Indebtedness or Capital Lease Obligations, provided that (a) any such Lien attaches to the property within 270 days after the acquisition thereof and (b) such Lien attaches solely to the property so acquired;

(9)

Liens arising solely by virtue of any statutory or common law provision relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit account or other funds, provided that such deposit account is not a dedicated cash collateral account and is not subject to restrictions against the Company’s access in excess of those set forth by regulations promulgated by the Federal Reserve Board and such deposit account is not intended by the Company to provide collateral to the depository institution;

(10)

pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation;

(11)

statutory Liens and Liens for taxes, assessments or other governmental charges for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings;

(12)

Liens arising solely by operation of law and in the ordinary course of business, such as mechanics’, materialmen’s, warehousemen’s and carriers’ Liens and Liens of landlords or of mortgages of landlords on fixtures and movable property located on premises leased in the ordinary course of business;

(13)

Liens on personal property (other than shares or debt of the Company’s Subsidiaries) securing loans maturing in not more than one year or on accounts receivables in connection with a receivables financing program;

(14)

Liens securing financings in amounts up to the value of assets, businesses and properties acquired after the Issue Date; or any Lien upon any property to secure all or part of the cost of construction thereof or to secure debt incurred prior to, at the time of, or within twelve months after completion of such construction or the commencement of full operations thereof (whichever is later), to provide funds for such purpose; and

(15)

extensions, renewals or replacement of any of the Liens described above, if limited to all or any part of the same property securing the original Lien.

Notwithstanding the foregoing, the Company will not, and will not permit any of its Subsidiaries to, Incur Liens securing Indebtedness or other obligations pursuant to the second sentence or clause (1) of the first paragraph of this Section 3.02, unless, after giving effect to the Incurrence of such Liens, the aggregate amount (without duplication) of (a) the Indebtedness and other obligations secured by Liens on the property or assets (which includes Capital Stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of this Section 3.02 plus (b) the Indebtedness of the Company’s Subsidiaries Incurred pursuant to clause (A) of the first paragraph of Section 3.01 shall not exceed the Permitted Amount at the time of the Incurrence of such Liens.

offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes to the applicable date of repurchase (the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event, if the Company had not, prior to the Change of Control Triggering Event, sent a redemption notice, with a copy to the Trustee, for all the Notes in connection with an optional redemption permitted by Article 4 hereof, the Company will mail a notice (the “Change of Control Notice”), with a copy to the Trustee, to each registered Holder briefly describing the transaction or transactions that constitute a Change of Control Triggering Event and offering to repurchase Notes on the date specified in such Change of Control Notice (the “Change of Control Payment Date”), pursuant to the procedures required by this Supplemental Indenture and described in such notice (which procedures shall be reasonably acceptable to the Trustee). Provided that a definitive agreement relating to the Change of Control is in place at the time the Change of Control Offer is made, the Change of Control Notice shall state that the Change of Control Offer is conditional upon the occurrence of the relevant Change of Control Triggering Event. The Change of Control Notice shall also specify the date by which such notice was required to be given, the date by which the Holders have to make an election to repurchase and the procedures therefor, and whether the Holders may withdraw their election to repurchase and the procedures therefor.

The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 3.03, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the provisions of this Section 3.03 by virtue of such conflict.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2)

d eposit with the Paying Agent, by 10:00 a.m. New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and

(3)

deliver or cause to be delivered to the Trustee the notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

The Company will determine whether the Notes are properly tendered, and the Trustee has no responsibility for, and may conclusively rely, upon the Company’s determination with respect thereto. Subject to receipt of funds by the Paying Agent, the Paying Agent shall promptly mail to each registered Holder of Notes who has properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate, pursuant to Section 2.03 of the Indenture, and mail, or cause to be transferred by book entry, to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000. Any Note so accepted for payment will cease to accrue interest on and after the Change of Control Payment Date.

This Section 3.03 shall be applicable, except as described in Section 3.03, following a Change of Control Triggering Event notwithstanding Article 4 hereof.

Section 3.03 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

The Company may make a Change of Control Offer in advance of a Change of Control Triggering Event, and conditional upon the occurrence of such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making the Change of Control Offer.

Section 3.04. Termination of Certain Covenants . In the event that the Notes receive a rating equal to or greater than BBB- by S&P and Baa3 by Moody’s or the equivalent thereof under any new ratings system if the ratings system of either such agency shall be modified after the date hereof (with a stable or better outlook in the case of a rating equal to BBB- by S&P and Baa3 by Moody’s) (each such rating, an “Investment Grade Rating”), and notwithstanding that the Notes may later cease to have an Investment Grade Rating from either S&P or Moody’s or both, the Company and its Subsidiaries shall be released from their obligations to comply with Section 3.01. The Trustee shall be entitled to receive, and may conclusively rely upon, an Officers’ Certificate specifying that an Investment Grade Rating has occurred and stating that, pursuant to this Section 3.04, the Company has been released from its obligations to comply with Section 3.01.

Section 3.05. Defeasance . The covenants herein shall be subject to defeasance as and to the extent provided in Article 8 of the Base Indenture.

Article 4. Redemption .

Section 4.01. Optional Redemption . The Notes may be redeemed at the Company’s election, in whole or in part, at any time prior to June 15, 2021 at a redemption price equal to the greater of:

(1)

100% of the principal amount of the Notes to be redeemed then Outstanding; and

(2)

as determined by an Independent Investment Banker, the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of such payments of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 50 basis points;

plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Notes to be redeemed.

The N otes may be redeemed at the Company’s election, in whole or in part, at any time on or after June 15, 2021, at a redemption price equal to 100% of the principal amount of the N otes to be redeemed, plus accrued and unpaid interest to the date of redemption on the N otes to be redeemed.

If the Company selects a redemption date that is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, shall be paid to the Person in whose name the Note is registered at the close of business on such interest record date.

The Company shall mail a notice of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed.

Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption.

To the extent any of the provisions of this Article 4 conflict with Article 3 of the Base Indenture, the terms of this Article 4 shall be controlling.

Section 4.02. Partial Redemption . If less than all of the Notes are to be redeemed, selection of the Notes for redemption shall be made by the Trustee as follows:

(a)

if the Notes are listed on any national securities exchange, in compliance with the requirements of such national securities exchange; or

(b)

if the Notes are not so listed, on a pro rata basis (subject to the procedures of the Depositary) or, to the extent a pro rata basis is not permitted, in such manner as the Trustee shall deem to be fair and appropriate.

N o Note of $2,000 in principal amount or less shall be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption mailed pursuant to Section 4.01 relating to such Note will state the portion of the principal amount to be redeemed. A new Note in principal amount equal to the unredeemed portion shall be issued upon cancellation of the original Note.

Section 4.03. Mandatory Redemption

In the event that (a) the AT&T Transaction is not consummated on or before the Trigger Date or (b) at any time prior to the Trigger Date, the Stock Purchase Agreement is terminated (either such event being a “M andatory Redemption Event”), the Company will redeem all of the N otes (the “Mandatory Redemption”) at the Mandatory Redemption Price. The “Mandatory Redemption Price” will be a price equal to 100% of the principal amount of the N otes, plus accrued and unpaid interest, if any, to the Mandatory Redemption Date (as defined below). Notice of the occurrence of a Mandatory Redemption Event shall be delivered by the Company (a “Mandatory Redemption Notice”) to the Escrow Agent. Concurrently with the delivery of the Mandatory Redemption Notice, the Company shall request the T rustee to, at the Company’s expense, deliver (in accordance with the procedures of the Depositary or otherwise by first-class mail to each H older’s registered address) a notice that a Mandatory Redemption is to occur. Within two business days (or such other minimum period as m ay be required by the Depositary ) after the Company’s delivery of a Mandatory Redemption Notice, the Company will effect the Mandatory Redemption (the date of such redemption, the “Mandatory Redemption Date”) in accordance with the Escrow Agreement . For avoidance of doubt, the provisions of Section 3.02 of the Base Indenture relating to the means and timing of delivery of a notice of redemption shall not apply to a Mandatory Redemption.

Notwithstanding anything to the contrary contained in Article 9 of the Base Indenture, the provision s of this Section 4.03 may be waived or modified with the written consent of H olders of at least 90% in principal amount of the N otes outstanding.

Article 5. Miscellaneous .

Section 5.01. Ratification of Indenture . The Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed a part of the Indenture in the manner and to the extent herein and therein provided.

Section 5.02. GOVERNING LAW . THIS SUPPLEMENTAL INDENTURE AND EACH NOTE ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS.

Section 5.03. Direction to Trustee . The Company hereby directs the Trustee to execute and deliver this Supplemental Indenture pursuant to Section 9.01 of the Base Indenture.

Section 5.04. The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Company.

Section 5.05. Successors . All covenants and agreements of the Company in this Supplemental Indenture and the Notes shall bind its successors and assigns. All covenants and agreements of the Trustee in this Supplemental Indenture shall bind its successors and assigns.

Section 5.06. Severability . In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.07. Counterpart Originals . The parties may sign counterparts of this Supplemental Indenture. Each signed counterpart shall be an original, but all of them together represent the same agreement.

Section 5.08. Table of Contents, Headings, etc. The Table of Contents and headings in this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be executed as of the date first above written.

COMPANY :

FRONTIER COMMUNICATIONS CORPORATION

By: /s/ John M. Jureller

Name: John M. Jureller

Title: Executive Vice President and

Chief Financial Officer

TRUSTEE :

THE BANK OF NEW YORK MELLON, as Trustee

By: /s/ Laurence J. O’Brien

Name: Laurence J. O’Brien

Title: Vice President

EXHIBIT A

[FACE OF NOTE]

[IF THIS NOTE IS TO BE A GLOBAL NOTE, INSERT:]

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), OR A NOMINEE OF THE DEPOSITORY TRUST COMPANY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY TRUST COMPANY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY TO A NOMINEE OF THE DEPOSITORY TRUST COMPANY OR BY A NOMINEE OF THE DEPOSITORY TRUST COMPANY TO THE DEPOSITORY TRUST COMPANY OR ANOTHER NOMINEE OF THE DEPOSITORY TRUST COMPANY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN A UTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

PURSUANT TO A RECOMMENDATION PROMULGATED BY THE COMMITTEE ON UNIFORM SECURITY IDENTIFICATION PROCEDURES, THE COMPANY HAS CAUSED CUSIP NUMBERS TO BE PRINTED ON THE NOTES AND THE TRUSTEE MAY USE CUSIP NUMBERS IN NOTICES OF REDEMPTION OR REPURCHASE AS A CONVENIENCE TO HOLDERS. NO REPRESENTATION IS MADE AS TO THE ACCURACY OF SUCH NUMBERS EITHER AS PRINTED ON THE NOTES OR AS CONTAI NED IN ANY NOTICE OF REDEMPTION OR REPURCHASE AND RELIANCE MAY BE PLACED ONLY ON THE OTHER IDENTIFICATION NUMBERS PLACED THEREON.

[IF THIS NOTE WILL NOT BE HELD THROUGH DTC, INSERT: “THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. THE ISSUE DATE IS APRIL 9, 2009. INFORMATION REGARDING THE ISSUE PRICE, THE YIELD TO MATURITY AND THE AMOUNT OF ORIGINAL ISSUE DISCOUNT UNDER THIS NOTE CAN BE PROMPTLY OBTAINED BY SENDING A WRITTEN REQUEST TO THE TREASURER OF THE ISSUER AT 3 HIGH RIDGE PARK, STAMFORD, CONNECTICUT 06905.”]

Frontier Communications Corporation


No. ___	6.250% SENIOR NOTES DUE 2021

CUSIP No. 35906AAP3		$____________

Frontier Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), for value received, hereby promises to pay , or its registered assigns, the principal sum of $ ( United States dollars) or such other principal amount as shall be set forth under “Schedule of Increases or Decreases in Note” attached hereto on September 15 , 202 1 (the “ Maturity Date ”), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay semi-annually in arrears on March 15 and September 1 5 of each year (each, an “ Interest Payment Date ”), commencing March 15 , 20 1 5 , and on the Maturity Date (or on any redemption or repayment date) the amount of interest on said principal sum, in like coin or currency, at the rate per annum specified in the title of this Note, from and including September 17, 2014 or from but excluding the most recent Interest Payment Date to which interest has been paid or duly provided for until said principal sum has been paid or duly provided for. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

A- 1

The interest payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date, will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on March 1 or September 1 (in each case, whether or not a Business Day), as the case may be (each, a “ Regular Record Date ”), immediately preceding such Interest Payment Date. Interest payable on this Note which is not punctually paid or duly provided for on any Interest Payment Date therefor, shall forthwith cease to be payable to the Person in whose name this Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date, and such interest may either (i) be paid to the Person in whose name this Note is registered at the close of business on a special record date to be established for such payment by the Trustee or (ii) be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, all as more fully provided in the Indenture referred to on the reverse hereof.

Payment of the principal, any premium and the interest due on the Maturity Date (or on any redemption or repayment date) of this Note will be made in immediately available funds upon surrender of this Note at the office or agency of the Paying Agent, as defined on the reverse hereof, maintained for that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as the Company may determine. At the option of the Company, interest on the Notes may be paid by check mailed to the address of the Person entitled thereto as such address shall appear in the register of Holders of the Notes.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof.

A- 1

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Dated:

Frontier Communications Corporation

By: _________________________

Name:

Title:

By: _________________________

Name:

Title:

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated:

The Bank of New York Mellon, as Trustee

By: __________________________ ___

Authorized Officer

A- 1

[REVERSE OF NOTE]

INDENTURE. (a) This Note is one of a duly authorized issue of senior debt securities of the Company (hereinafter called the “ Securities ”), all issued or to be issued under and pursuant to the Indenture, dated as of April 9, 2009 (the “ Base Indenture ”), between the Company and The Bank of New York Mellon, as Trustee (the “ Trustee ,” which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of April 9, 2009 (the “ First Supplemental Indenture” ), the Second Supplemental Indenture, dated as of October 1, 2009 (the “ Second Supplemental Indenture ” ), the Third Supplemental Indenture, dated as of May 22, 2012 ( the “ Third Supplemental Indenture ”), the Fourth Supplemental Indenture, dated as of August 15 , 2012 , as amended (the “ Fourth Supplemental Indenture ”), the Fifth Supplemental Indenture, dated as of April 10, 2013 (the “ Fifth Supplemental Indenture ”) and the Sixth Supplemental Indenture, dated as of September 17, 2014 (the “ Sixth Supplemental Indenture ” together with the Base Indenture , the First Supplemental Indenture , the Second Supplemental Indenture , the Third Supplemental Indenture , the Fourth Supplemental Indenture and the Fifth Supplemental Indenture , the “ Indenture ”) , to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. The Company has appointed the Trustee as the paying agent (the “ Paying Agent ,” which term includes any additional or successor Paying Agent appointed by the Company) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $ 775 ,000,000.

(b) All capitalized terms used in this Note which are defined in the i ndenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

AMENDMENTS AND WAIVERS. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of a majority in principal amount of the Notes at the time Outstanding to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences.

OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No reference herein to the Indenture and no provision of this Note or of the Indenture shall

alter or impair the obligation of the Company or any other obligor on the Securities, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note in the manner, at the respective times, at the rate, and in the coin or currency herein prescribed.

OPTIONAL REDEMPTION. This Note is redeemable at the Company’s election, in whole or in part, at any time prior to June 15, 2021, at a redemption price equal to the greater of:

100% of the principal amount of the Notes to be redeemed then Outstanding; and

plus , in either of the above cases, accrued and unpaid interest to the date of redemption on the Notes to be redeemed.

Th is Note is redeemable at the Company’s election, in whole or in part, at any time on or after June 15, 2021, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on the Notes to be redeemed.

If the Company selects a redemption date that is on or after a Regular Record Date and on or before the related Interest Payment Date, the accrued and unpaid interest, if any, shall be paid to the person in whose name the Note is registered at the close of business on such Record Date.

The Company will mail a notice of redemption at least 30 days, but not more than 60 days, before the redemption date to each Holder of the Notes to be redeemed.

Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

For purposes of the foregoing, the following terms shall have the following meanings:

“ Adjusted Treasury Rate ” means, with respect to any redemption date:

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (as defined below) (if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“ Comparable Treasury Issue ” means the United States Treasury security selected by an Independent Investment Banker (as defined below) as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities (“ Remaining Life ”).

“ Comparable Treasury Price ” means, for any redemption date, (1) the average of four Reference Treasury Dealer Quotations (as defined below) for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company.

“ Reference Treasury Dealer ” means any of the primary U.S. Government securities dealers in New York City.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the

Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third Business Day preceding such redemption date.

MANDATORY REDEMPTION . In the event that (a) the AT&T Transaction is not consummated on or before the Trigger Date or (b) at any time prior to the Trigger Date, the Stock Purchase Agreement is terminated (either such event being a Mandatory Redemption Event), the Company will redeem all of the N otes at a Mandatory Redemption Price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the Mandatory Redemption Date .

REPURCHASE AT OPTION OF HOLDER. Upon the occurrence of a Change of Control Triggering Event, and subject to certain conditions set forth in the Indenture, the Company will be required to offer to purchase all of the Outstanding Notes at a purchase price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of repurchase.

CERTAIN COVENANTS. The Indenture restricts the ability of the Company and its Subsidiaries to incur Indebtedness at the Company’s Subsidiaries, create certain Liens and merge or consolidate with other companies. These covenants are subject to the covenant defeasance procedures outlined in the Indenture.

EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have occurred and be continuing under the Indenture, the principal hereof may be declared, and upon such declaration shall become, due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.

DEFEASANCE. The Indenture contains provisions for legal defeasance and covenant defeasance at any time of the Indebtedness on this Note upon compliance by the Company with certain conditions set forth therein.

10.

DENOMINATIONS; EXCHANGES. (a) The Notes are issuable in registered form without coupons in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof at the office or agency of the Company in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture, Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denomination.

11.

HOLDER AS OWNER. Prior to the due presentment of this Note for registration of transfer, the Company, the Trustee and any Agent of the Company or the Trustee may deem and treat the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on account of, the principal hereof and, subject to the provisions on the face hereof, interest hereon, and for all other

purposes, and none of the Company, the Trustee or any Agent of the Company or the Trustee shall be affected by any notice to the contrary.

12.

NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any Indebtedness represented thereby, shall be had against any past, present or future incorporator, shareholder, officer or director, as such, of the Company or of any successor, either directly or through the Company, or any successor corporation, under any constitution, statute or rule of law or by the enforcement of any assessment or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

13.

LOSS, THEFT OR DESTRUCTION. In case any Note shall at any time become mutilated or be destroyed, lost or stolen and such Note or evidence of the loss, theft or destruction thereof (together with the indemnity hereinafter referred to and such other documents or proof as maybe required in the premises) shall be delivered to the Trustee, a new Note of like tenor will be issued by the Company in exchange for the Note so mutilated, or in lieu of the Note so destroyed or lost or stolen, but, in case of any destroyed or lost or stolen Note, only upon receipt of evidence satisfactory to the Trustee and the Company that such Note was destroyed or lost or stolen and, if required by the Company or the Trustee, upon receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges associated with procuring such indemnity and with the preparation, authentication and delivery of a new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.

14.

GOVERNING LAW. This Note shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions thereof.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE

___________________________________

PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

___________________________________

the within Note of Frontier Communications Corporation and all rights thereunder and hereby irrevocably constitutes and appoints such person attorney to transfer such Note on the books of Frontier Communications Corporation, with full power of substitution in the premises.

Dated: ______________________________

Signature ___________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE SHOULD BE MEDALLION GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF THE NEW YORK STOCK EXCHANGE.

Signature Guarantee: Tax Identification No.:

_____________________________ _____________________________

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is U.S.$ . The following increases or decreases in the principal amount of this Note have been made:

Date	Amount of decrease in principal amount of this Note	Amount of increase in principal amount of this Note	Principal amount of this Note following such decrease or increase	Signature of authorized officer of Trustee

Exhibit 4.2

FRONTIER COMMUNICATIONS CORPORATION

and

The Bank of New York Mellon,

as Trustee

SEVEN TH SUPPLEMENTAL INDENTURE

Dated as of September 17 , 201 4

TABLE OF CONTENTS


		Page
ARTICLE 1. DEFINITIONS		2

Section 1.01.	Generally	2

Section 1.02.	Definitions Used Herein	2

ARTICLE 2. TERMS AND CONSITIONS OF THE NOTES		8

Section 2.01.	Designation and Principal Terms	8

Section 2.02.	Issuance of Additional Notes	9

Section 2.03.	Denominations	9

Section 2.04.	Form of Note	9

Section 2.05.	Global Notes	9

Section 2.06.	Other Terms	9

ARTICLE 3. COVENANTS		9

Section 3.01.	Limitation on Subsidiary Indebtedness	9

Section 3.02.	Limitations on Liens	10

Section 3.03.	Repurchase of Notes upon a Change of Control Triggering Event	11

Section 3.04.	Termination of Certain Covenants	13

Section 3.05.	Defeasance	13

ARTICLE 4. REDEMPTION		13

Section 4.01.	Optional Redemption	13

Section 4.02.	Partial Redemption	14

Section 4.03.	Mandatory Redemption	14

ARTICLE 5. MISCELLANEOUS		14

Section 5.01.	Ratification of Indenture	14

Section 5.02.	Governing Law	14

Section 5.03.	Direction to Trustee	14

Section 5.04.	The Trustee	14

Section 5.05.	Successors	15

Section 5.06.	Severability	15

Section 5.07.	Counterpart Originals	15

Section 5.08.	Table of Contacts, Headings, etc	15

EXHIBIT A		A-1

SEVEN TH SUPPLEMENTAL INDENTURE, dated as of September 17 , 2014 (this “ Seven th Supplemental Indenture”), between FRONTIER COMMUNICATIONS CORPORATION, a Delaware corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee have duly executed and delivered an Indenture, dated as of April 9, 2009 (the “Base Indenture”), as supplemented and amended by the First Supplemental Indenture, dated as of April 9, 2009 (the “First Supplemental Indenture” ), the Second Supplemental I ndenture, dated as of October 1, 2009 (the “Second Supplemental Indenture” ) , the Third Supplemental Indenture, dated as of May 22, 2012 (th e “Third Supplemental Indenture”) , the Fourth Supplemental Indenture, dated as of August 15, 2012 , as amended (the “Fourth Supplemental Indenture” ), the Fifth Supplemental Indenture dated as of April 10, 2013 (the “Fifth Supplemental Indenture” ) and the Sixth Supplemental Indenture dated as of September 17, 2014 (the “Sixth Supplemental Indenture” and , together with the Base Indenture , the First Supplemental Indenture , the Second Supplemental Indenture , the Third Supplemental Indenture , the Fourth Supplemental Indenture , the Fifth Supplemental Indenture and this Seven th Supplemental Indenture, the “Indenture”), providing for the authentication, issuance and delivery of notes to be issued in one or more series from time to time by the Company (the “Securities”);

WHEREAS, pursuant to the terms of the Base Indenture, the Company desires to provide for the establishment of a new series of Securities to be known as its 6.875 % Senior Notes due 20 2 5 (the “Notes”) to be issued under the Indenture in an aggregate principal amount of $ 775 ,000,000, which may be authenticated and delivered as provided in the Base Indenture;

WHEREAS, the Company desires to supplement and amend the provisions of the Indenture to issue the Notes;

WHEREAS, the Company has requested that the Trustee execute and deliver this Supplemental Indenture;

WHEREAS, no consent of any Holder is required to execute and deliver this Supplemental Indenture; and

Article 1. Definitions .

Section 1.01. Generally . Unless the context otherwise requires:

(a) A term not defined herein that is defined in the Base Indenture has the same meaning when used in this Supplemental Indenture;

(b) A term defined anywhere in this Supplemental Indenture has the same meaning throughout;

(d) All dollars are United States dollars.

“ Adjusted Treasury Rate ” means, with respect to any redemption date:

(1)

(2)

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“ Asset Acquisition ” means (1) an investment by the Company or any of its Subsidiaries in any other Person pursuant to which such Person shall become a Subsidiary or shall be merged into or

consolidated with the Company or any of its Subsidiaries; or (2) an acquisition by the Company or any of its Subsidiaries of the property and assets of any Person other than the Company or any of its Subsidiaries that constitute substantially all of a division, operating unit or line of business of such Person.

“ Change of Control ” means the occurrence of any of the following:

(1)

the adoption of a plan relating to the liquidation or dissolution of the Company;

(2)

(3)

the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

“ Change of Control Triggering Event ” means the occurrence of both a Change of Control and a Ratings Decline.

“ Commodity Agreement ” means any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

“ Common Stock ” means:

(1)

in the case of a corporation, corporate stock;

(2)

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Continuing Director ” means, as of any date of determination, any member of the Board of Directors of the Company who:

(1)

was a member of such Board of Directors on the Issue Date; or

(2)

was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election.

“ Currency Agreement ” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement.

“ Escrow Agent ” means The Bank of New York Mellon , in its capacity as escrow agent under the Escrow Agreement.

“ Global Notes ” means, individually and collectively, each of the Notes that is a Global Security, issued in accordance with Section 2.05 hereof, substantially in the form of Exhibit A hereto.

“ Indebtedness ” means, with respect to any Person at any date of determination (without duplication):

(1)

all indebtedness of such Person for borrowed money;

(2)

all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3)

all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto, but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed

no later than the fifth Business Day following receipt by such Person of a demand for reimbursement);

(4)

(5)

all Capital Lease Obligations of such Person;

(6)

(7)

all Indebtedness of other Persons Guaranteed by such Person to the extent such Indebtedness is Guaranteed by such Person;

(8)

(9)

(A)

(B)

(C)

that Indebtedness shall not include:

(I)

any liability for federal, state, local or other taxes;

(II)

workers’ compensation claims, self-insurance obligations, performance, surety, appeal and similar bonds and completion guarantees provided in the ordinary course of business;

(III)

(IV)

any Indebtedness defeased or called for redemption.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company.

“ Issue Date ” means September 17, 2014 .

“ Mandatory Redemption ” shall have the meaning set forth in Section 4.03 hereto .

“ Mandatory Redemption Event ” shall have the meaning set forth in Section 4.03 hereto .

“ Mandatory Redemption Price ” shall have the meaning set forth in Section 4.03 hereto .

“ Mandatory Redemption Notice ” shall have the meaning set forth in Section 4.03 hereto .

“ Moody’s ” means Moody’s Investor Services, Inc. or any successor rating agency.

“ Ratings Agencies ” means Moody’s and S&P.

“ Reference Treasury Dealer ” means any of the primary U.S. Government securities dealers in New York City.

“ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., or any successor rating agency.

“ Trigger Date ” means August 17, 2015.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is normally entitled to vote in the election of the Board of Directors of such Person.

Article 2. Terms and Conditions of the Notes .

There is hereby authorized the following new series of Notes:

Section 2.01. Designation and Principal Terms .

(a) The Notes are hereby authorized and designated as the “ 6.875 % Senior Notes due 20 2 5 .”

(b) The Notes shall be in an aggregate principal amount of $ 775 ,000,000, shall bear interest at a rate of 6.875 % per ann um, shall mature on January 15 , 202 5 and are subject to optional redemption, in whole or in part, at any time prior to the stated maturity date thereof pursuant to the terms set forth in Article 4 hereof. The Specified Currency of the Notes shall be U.S. dollars. The Notes are not subject to a sinking fund.

Section 2.03. Denominations . The Notes shall be issuable only in registered form, without interest coupons, in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof.

Section 2.04. Form of Note . The Notes are to be substantially in the form attached hereto as Exhibit A and shall have the terms set forth therein.

Article 3. Covenants .

In addition to the covenants set forth in Article Four of the Base Indenture, the following additional covenants shall apply to the Company in connection with the Notes:

Section 3.01. Limitation on Subsidiary Indebtedness . The Company shall not permit any of its Subsidiaries to Incur any Indebtedness, other than

(A)

(B)

(C)

Acquired Indebtedness;

(D)

Indebtedness existing on the Issue Date of any Subsidiary of the Company;

(E)

Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace,

defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or

(F)

Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million.

(1)

(2)

Liens existing on the Issue Date;

(3)

Liens on property that exist when the Company acquires the property that secure payment of the purchase price of the property;

(4)

Liens securing debt that any Subsidiary of the Company owes to the Company or to any other Subsidiary of the Company;

(5)

(6)

Liens on property to secure debt incurred for development or improvement of the property;

(7)

(8)

Liens securing purchase money Indebtedness or Capital Lease Obligations, provided that (a) any such Lien attaches to the property within 270 days

after the acquisition thereof and (b) such Lien attaches solely to the property so acquired;

(9)

(10)

pledges or deposits under worker’s compensation laws, unemployment insurance laws or similar legislation;

(11)

statutory Liens and Liens for taxes, assessments or other governmental charges for sums not yet due or delinquent or which are being contested or appealed in good faith by appropriate proceedings;

(12)

(13)

(14)

(15)

extensions, renewals or replacement of any of the Liens described above, if limited to all or any part of the same property securing the original Lien.

Section 3.03. Repurchase of Notes upon a Change of Control Triggering Event . If a Change of Control Triggering Event occurs with respect to the Notes , each Holder of the Notes will have the right to require the Company to repurchase all or any part, equal to $2,000 and integral multiples of $1,000, of that Holder’s Notes (a “Change of Control Offer”) on the terms set forth in this Supplemental Indenture at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes to the applicable date of repurchase (the “Change of Control Payment”).

Within 30 days following any Change of Control Triggering Event, if the Company had not, prior to the Change of Control Triggering Event, sent a redemption notice, with a copy to the Trustee, for all the Notes in connection with an optional redemption permitted by Article 4 hereof, the Company will mail a notice (the “Change of Control Notice”), with a copy to the Trustee, to each registered Holder briefly describing the transaction or transactions that constitute a Change of Control Triggering Event and offering to repurchase Notes on the date specified in such Change of Control Notice (the “Change of Control Payment Date”), pursuant to the procedures required by this Supplemental Indenture and described in such notice (which procedures shall be reasonably acceptable to the Trustee). Provided that a definitive agreement relating to the Change of Control is in place at the time the Change of Control Offer is made, the Change of Control Notice shall state that the Change of Control Offer is conditional upon the occurrence of the relevant Change of Control Triggering Event. The Change of Control Notice shall also specify the date by which such notice was required to be given, the date by which the Holders have to make an election to repurchase and the procedures therefor, and whether the Holders may withdraw their election to repurchase and the procedures therefor.

On the Change of Control Payment Date, the Company will, to the extent lawful:

(1)

accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2)

d eposit with the Paying Agent, by 10:00 a.m. New York City time, an amount equal to the Change of Control Payment in respect of all Notes or portions thereof properly tendered; and

(3)

This Section 3.03 shall be applicable, except as described in Section 3.03, following a Change of Control Triggering Event notwithstanding Article 4 hereof.

Notwithstanding the foregoing, the Company shall not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 3.03 applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer.

Section 3.05. Defeasance . The covenants herein shall be subject to defeasance as and to the extent provided in Article 8 of the Base Indenture.

Article 4. Redemption .

Section 4.01. Optional Redemption . The Notes may be redeemed at the Company’s election, in whole or in part, at any time prior to October 15, 2024 at a redemption price equal to the greater of:

(1)

100% of the principal amount of the Notes to be redeemed then Outstanding; and

(2)

plus, in either of the above cases, accrued and unpaid interest to the date of redemption on the Notes to be redeemed.

The N otes may be redeemed at the Company’s election, in whole or in part, at any time on or after October 15, 2024 , at a redemption price equal to 100% of the principal amount of the N otes to be redeemed, plus accrued and unpaid interest to the date of redemption on the N otes to be redeemed.

The Company shall mail a notice of redemption at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes to be redeemed.

Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest shall cease to accrue on the Notes or portions thereof called for redemption.

To the extent any of the provisions of this Article 4 conflict with Article 3 of the Base Indenture, the terms of this Article 4 shall be controlling.

Section 4.02. Partial Redemption . If less than all of the Notes are to be redeemed, selection of the Notes for redemption shall be made by the Trustee as follows:

(a)

if the Notes are listed on any national securities exchange, in compliance with the requirements of such national securities exchange; or

(b)

Section 4.03. Mandatory Redemption

Article 5. Miscellaneous .

Section 5.03. Direction to Trustee . The Company hereby directs the Trustee to execute and deliver this Supplemental Indenture pursuant to Section 9.01 of the Base Indenture.

[Signatures on following pages]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be executed as of the date first above written.

COMPANY :

FRONTIER COMMUNICATIONS CORPORATION

By: /s/ John M. Jureller

Name: John M. Jureller

Title: Executive Vice President and

Chief Financial Officer

TRUSTEE :

THE BANK OF NEW YORK MELLON, as Trustee

By: /s/ Laurence J. O’Brien

Name: Laurence J. O’Brien

Title: Vice President

EXHIBIT A

[FACE OF NOTE]

[IF THIS NOTE IS TO BE A GLOBAL NOTE, INSERT:]

Frontier Communications Corporation

No. ___	6. 875 % SENIOR NOTE S DUE 202 5

CUSIP No. 35906AAQ1		$____________

Frontier Communications Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), for value received, hereby promises to pay , or its registered assigns, the principal sum of $ ( United States dollars) or such other principal amount as shall be set forth under “Schedule of Increases or Decreases in Note” attached hereto on January 15 , 202 5 (the “ Maturity Date ”), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay semi-annually in arrears on January 15 and July 1 5 of each year (each, an “ Interest Payment Date ”), commencing January 15 , 20 1 5 , and on the Maturity Date (or on any redemption or repayment date) the amount of interest on said principal sum, in like coin or currency, at the rate per annum specified in the title of this Note, from and including September 17, 2014 or from but excluding the most recent Interest Payment Date to which interest has been paid or duly provided for until said principal sum has been paid or duly provided for. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months.

A- 1

The interest payable on any Interest Payment Date which is punctually paid or duly provided for on such Interest Payment Date, will be paid to the person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on January 1 or July 1 (in each case, whether or not a Business Day), as the case may be (each, a “ Regular Record Date ”), immediately preceding such Interest Payment Date. Interest payable on this Note which is not punctually paid or duly provided for on any Interest Payment Date therefor, shall forthwith cease to be payable to the Person in whose name this Note is registered at the close of business on the Regular Record Date immediately preceding such Interest Payment Date, and such interest may either (i) be paid to the Person in whose name this Note is registered at the close of business on a special record date to be established for such payment by the Trustee or (ii) be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, all as more fully provided in the Indenture referred to on the reverse hereof.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

A- 1

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

Dated:

Frontier Communications Corporation

By: __________________________

Name:

Title:

By: ___________________________

Name:

Title:

This is one of the Notes of the series designated therein described in the within-mentioned Indenture.

Dated:

The Bank of New York Mellon, as Trustee

By: ___________________________

Authorized Officer

A- 1

[REVERSE OF NOTE]

INDENTURE. (a) This Note is one of a duly authorized issue of senior debt securities of the Company (hereinafter called the “ Securities ”), all issued or to be issued under and pursuant to the Indenture, dated as of April 9, 2009 (the “ Base Indenture ”), between the Company and The Bank of New York Mellon, as Trustee (the “ Trustee ,” which term includes any successor trustee under the Indenture), as amended and supplemented by the First Supplemental Indenture, dated as of April 9, 2009 (the “ First Supplemental Indenture” ), the Second Supplemental Indenture, dated as of October 1, 2009 (the “ Second Supplemental Indenture ” ), the Third Supplemental Indenture, dated as of May 22, 2012 ( the “ Third Supplemental Indenture ”), the Fourth Supplemental Indenture, dated as of August 15 , 2012 , as amended (the “ Fourth Supplemental Indenture ”), the Fifth Supplemental Indenture, dated as of April 10, 2013 (the “ Fifth Supplemental Indenture ”), the Sixth Supplemental Indenture, dated as of September 17, 2014 (the “ Sixth Supplemental Indenture ” ) and the Seventh Supplemental Indenture, dated as of September 17, 2014 (the “ Seventh Supplemental Indenture ” together with the Base Indenture , the First Supplemental Indenture , the Second Supplemental Indenture , the Third Supplemental Indenture , the F ourth Supplemental Indenture, the Fifth Supplemental Indenture and the Sixth Supplemental Indenture , the “ Indenture ”) , to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities, and the terms upon which the Securities are, and are to be, authenticated and delivered. The Company has appointed the Trustee as the paying agent (the “ Paying Agent ,” which term includes any additional or successor Paying Agent appointed by the Company) with respect to the Notes. To the extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference herein. This Note is one of the series designated on the face hereof initially limited in aggregate principal amount to $ 775 ,000,000.

(b) All capitalized terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.

OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company or any other obligor on the Securities, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Note in the manner, at the respective times, at the rate, and in the coin or currency herein prescribed.

OPTIONAL REDEMPTION. This Note is redeemable at the Company’s election, in whole or in part, at any time prior to October 15, 2024 , at a redemption price equal to the greater of:

100% of the principal amount of the Notes to be redeemed then Outstanding; and

plus , in either of the above cases, accrued and unpaid interest to the date of redemption on the Notes to be redeemed.

Th is Note is redeemable at the Company’s election, in whole or in part, at any time on or after October 15, 2024 , at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus accrued and unpaid interest to the date of redemption on the Notes to be redeemed.

The Company will mail a notice of redemption at least 30 days, but not more than 60 days, before the redemption date to each Holder of the Notes to be redeemed.

Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

For purposes of the foregoing, the following terms shall have the following meanings:

“ Adjusted Treasury Rate ” means, with respect to any redemption date:

the yield, under the heading which represents the average for the immediately preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (as defined below) (if no maturity is within three months before or after the Remaining Life (as defined below), yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Adjusted Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or

2. if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the r ate per annum equal to the semi annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for such redemption date.

The Adjusted Treasury Rate shall be calculated on the third Business Day preceding the redemption date.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company.

“ Reference Treasury Dealer ” means any of the primary U.S. Government securities dealers in New York City.

“ Reference Treasury Dealer Quotations ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the

10.

11.

purposes, and none of the Company, the Trustee or any Agent of the Company or the Trustee shall be affected by any notice to the contrary.

12.

13.

14.

GOVERNING LAW. This Note shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law provisions thereof.

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto:

PLEASE INSERT SOCIAL SECURITY NUMBER OR TAXPAYER IDENTIFICATION NUMBER OF ASSIGNEE

____________________________________

PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE

____________________________________

Dated: ______________________________

Signature ___________________________

NOTICE : THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE SHOULD BE MEDALLION GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER ORGANIZATION OF THE NEW YORK STOCK EXCHANGE.

Signature Guarantee: Tax Identification No.:

__________________________ ________________________________

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is U.S.$ . The following increases or decreases in the principal amount of this Note have been made:

Date	Amount of decrease in principal amount of this Note	Amount of increase in principal amount of this Note	Principal amount of this Note following such decrease or increase	Signature of authorized officer of Trustee

Exhibit 4.3

ESCROW AGREEMENT

This ESCROW AGREEMENT (this “ Escrow Agreement ”) is entered into as of September 17, 2014 among Frontier Communications Corporation, a Delaware corporation (the “ Company ”), The Bank of New York Mellon, as Trustee under the Indenture referred to below (in such capacity, the “ Trustee ”), The Bank of New York Mellon, as escrow agent (in such capacity, the “ Escrow Agent ”) and J.P. Morgan Securities LLC (the “ Representative ”), as the representative of the several underwriters listed in Schedule 1 to the Underwriting Agreement (as defined herein) (collectively, the “ Underwriters ”), for the benefit of the 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 and the Underwriters are parties to an Underwriting Agreement dated September 3, 2014 (the “ Underwriting Agreement ”), pursuant to which the Company will issue and sell to the Underwriters an aggregate of $775,000,000 principal amount of its 6.250% Senior Notes due 2021 (the “ 2021 Notes ”) and an aggregate of $775,000,000 principal amount of its 6.875% Senior Notes due 2025 (the “ 2025 Notes ”, and together with the 2021 Notes, the “ Notes ”);

WHEREAS, the Company will issue each series of the Notes on the date hereof under a supplemental indenture, supplementing the base indenture dated as of April 9, 2009 between the Company and the Trustee. Reference to the “ Indenture ” means the base indenture and each supplemental indenture related to the Notes.

WHEREAS, on the date hereof, pursuant to the Underwriting Agreement, the Underwriters are required to deposit, or direct the deposit, into the Escrow Account (as defined herein) $1,519,000,000 (representing the aggregate purchase price paid to the Company by the Underwriters for the Notes) (the “ Net Offering Proceeds ”) and, prior to or on the Business Day (as defined herein) prior to the Mandatory Redemption Date (as defined herein), the Company is required to deposit, or direct the deposit, into the Escrow Account the Additional Commitments (as defined herein), which amounts specified, together with the Net Offering Proceeds, shall, at a minimum, be an amount sufficient to redeem the Notes in cash at the Mandatory Redemption Price (as defined herein) on the Mandatory Redemption Date, 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 AT&T Transaction (as defined herein) has not been consummated by 11:59 p.m. (New York City time) on August 17, 2015 or (y) the Stock Purchase Agreement (as defined herein) is terminated in accordance with its terms on or prior to August 17, 2015, the Company shall be required to redeem the Notes at the Mandatory Redemption Price on the Mandatory Redemption Date pursuant to the mandatory redemption provisions of the Indenture (the “ Mandatory Redemption Obligations ”);

NOW, THEREFORE, in consideration of the premises herein contained, the Company, the Trustee, the Representative (on behalf of the Underwriters) 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 an amount in cash equal to (x) the Mandatory Redemption Price minus (y) the aggregate amount of Escrowed Funds as of 9:00 a.m. (New York City time) on the Business Day prior to the Mandatory Redemption Date.

“ AT&T Transaction ” shall have the meaning ascribed thereto in the Indenture.

“ 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 $20 billion; provided , however , that the Escrowed Funds deposited in any such fund may not represent more than 2.0% of the assets in 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 or otherwise 60 days from the date of investment.

“ Escrow Account ” means the escrow account titled “Frontier Communications Corporation Escrow Account” established hereby with the Escrow Agent.

“ 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 August 17, 2015.

“ Escrowed Funds ” means the aggregate amount of the Net Offering Proceeds deposited in the Escrow Account plus the aggregate amount of the Additional Commitments deposited in the Escrow Account, including all investments thereof made hereunder, plus all interest, dividends and other distributions and payments thereon received by the Escrow Agent and not otherwise distributed to the Company pursuant to Section 4(f) hereof.

“ Mandatory Redemption Price ” means the sum of (i) 100% of the principal amount of the 2021 Notes outstanding and (ii) 100% of the principal amount of the 2025 Notes outstanding,

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 Mandatory Redemption Date.

“ 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.

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

“ 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.

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 and the Representative (on behalf of the Underwriters) 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.

1.4 Deposit of Escrowed Funds

On the date hereof and concurrently with the closing of the sale of the Notes, the Underwriters shall deposit, or direct the deposit of, at the direction of the Company and pursuant to the Underwriting Agreement, the Net Offering Proceeds into the Escrow Account. On the Business Day prior to the Mandatory Redemption Date, the Company 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 Section 4(a) and the AT&T Transaction Confirmation Certificate (as defined herein) has been provided, or (ii) the Mandatory Redemption Price has been paid in full in accordance with the provisions of Section 4(b), 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) shall be paid or released to or for the account of, or withdrawn by or for the account of, the Company, the Underwriters 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; 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, 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 BNY Mellon Cash Reserve. 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.

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) prior to or on the Escrow End Date, a release certificate signed by an authorized officer of the Company in the form attached hereto as Exhibit A (the “ AT&T Transaction Release Certificate ”), the Escrow Agent shall release to, or at the written direction of the Company, the Net Offering Proceeds. Promptly upon consummation of the AT&T Transaction, the Company shall deliver to the Escrow Agent a certificate signed by an authorized officer of the Company in the form attached hereto as Exhibit B (an “ AT&T Transaction Confirmation Certificate ”) certifying that the AT&T Transaction has been consummated.

(b) If (i) the Escrow Agent receives, at or prior to 11:00 a.m. (New York City time) prior to or on the Escrow End Date, a certificate signed by an authorized officer of the Company (a “ Termination Certificate ”), in the form attached hereto as Exhibit C, certifying that the Stock Purchase Agreement has been terminated in accordance with its terms (the first Business Day on which the Escrow Agent has possession of the Termination Certificate, 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, an AT&T Transaction 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 ”) an AT&T Transaction 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 a specified date within the next two Business Days (or such other minimum period as may be required by the DTC) following the Redemption Notice Date (in all other cases) (the applicable date, the “ Mandatory 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 Mandatory Redemption Date automatically and without any further action by the Holder through the facilities of The Depository Trust Company. At or prior to 2:00 p.m. (New York City time) on the Mandatory 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 Mandatory Redemption Price, to the Paying Agent as per the written instructions of the Trustee (which shall specify the Mandatory Redemption Price and the wire payment instructions) and (B) second, to, or at the written direction of, the Company the remainder of the Escrowed Funds, if any, held in the Escrow Account.

(c) As soon as practicable after notice of redemption is given pursuant to Section 4(b), 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 and the Company 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. The Company shall calculate the Mandatory Redemption Price and the Paying Agent shall notify the Escrow Agent, the Trustee

and the Company if the amount of the Escrowed Funds is less than the Mandatory Redemption Price and the amount of such shortfall.

(d) In the event the Net Offering Proceeds have been released to the Company pursuant to Section 4(a) but for any reason the AT&T Transaction 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 Mandatory Redemption Date. For the avoidance of doubt, a redeposit pursuant to this Section 4(d) shall not, in and of itself, be sufficient to require the Escrow Agent to disburse the Escrowed Funds pursuant to Section 4(b), and shall in no way limit the rights of the Company established in Section 4(a).

(e) 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 prior to such disbursement.

(f) The Escrow Agent shall, at the written direction of the Company, disburse to the Company, any interest or dividends on the Escrow Investments pursuant to such procedures as the Escrow Agent may reasonably require; provided , however , that after giving effect to such disbursement, the aggregate amount in the Escrow Account is at least equal to the amount of net Offering Proceeds initially deposited and any Additional Commitments that have been deposited.

(g) For the avoidance of doubt, the Company will pay the interest on the Notes due on the Interest Payment Dates (as defined in the Indenture) from its own funds and such payments will not come from the Escrow Account.

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 Company’s confirmation that it expects the AT&T Transaction to be promptly consummated upon release of the Net Offering Proceeds (based solely on the AT&T Transaction Release Certificate confirming that such condition has been satisfied).

SECTION 6. Representations and Warranties

(a) The Company hereby represents and warrants that this Escrow Agreement has been duly authorized, executed and delivered by the Company and, when duly executed and delivered in accordance with its terms by each of the other parties hereto, will constitute a valid and binding agreement of the Company enforceable against the Company 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 II, Item 1 – Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended June 30, 2014 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.

(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 II, Item 1 – Legal Proceedings of the Form 10-Q of The Bank of New York Mellon Corporation for the quarterly period ended June 30, 2014 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.

(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 the Company 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 the Company all relevant documents ancillary to such order, judgment, decree, writ or process so that the Company 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 the Company or any Person acting on behalf of the Company 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 the Company) 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).

(g) The Company, 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 Company 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) the Company shall pay, or cause to be paid, all fees, costs and expenses or other obligations owed to the Escrow Agent hereunder and (b) the Company 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, the Company.

(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 the Company, provide to the Company 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 the Company and the Trustee, which eliminates such ambiguity or uncertainty.

(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 Company). 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, the Company.

(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. The Company 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. The Company shall pay or reimburse each Underwriter upon request for any transfer taxes or other taxes relating to any income earned on that portion of the Escrowed Funds constituting the Underwriters’ Discount incurred in connection herewith and shall indemnify and hold harmless each Underwriter 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 Net 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 Net 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 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 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.

SECTION 8. Indemnity

The Company 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

The Company 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 the Company, 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 :

Frontier Communications Corporation
3 High Ridge Park
Stamford, Connecticut 06905
Attn: Mark D. Nielsen, Esq., General Counsel
Fax: (203) 614-4602

With copies to :

Jones Day
222 East 41 st Street
New York, NY 10017
Attn: Eric Maki and John Owen
Fax: (212) 755-7306

If to the Escrow Agent :

The Bank of New York Mellon
101 Barclay Street, Floor 7W
New York, NY 10286
Attn: Corporate Trust Division - Corporate Finance Unit
Fax: (212) 815-5915

If to the Trustee :

The Bank of New York Mellon
101 Barclay Street, Floor 7W
New York, NY 10286
Attn: Corporate Trust Division - Corporate Finance Unit
Fax: (212) 815-5915

If to the Underwriters :

c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Attn: Jessica Kearns
Fax: (212) 270-1063

With copies to :

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn: Corey Chivers
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 or of its 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 counterparts , each of which shall be deemed an original, but all of which shall together constitute one and the same agreement.

10.6 Benefits of Escrow Agreement

This Escrow Agreement shall be binding upon the Company, Escrow Agent, Trustee, the Representative (on behalf of the Underwriters) and their respective successors, permitted transferees and assigns , and shall inure, together with the rights and remedies of the Escrow Agent hereunder, to the benefit of the Company, Escrow Agent, Trustee, the Underwriters, 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 Company 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 the Company; provided , however , that no provisions of the Escrow Agreement may be amended or waived in any manner materially adverse to the Holders of either series of the Notes without the written consent of the Holders of a majority in principal amount of the Notes of such series outstanding. 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 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.

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 date that is two Business Days after the disbursement of the Escrowed Funds in accordance with the provisions of Section 4(a); provided that the Net Offering Proceeds are not redeposited in accordance with Section 4(d); or (ii) the disbursement of the Escrowed Funds in accordance with the provisions of Sections 4(b). The Escrow Agent further agrees to execute and deliver such documents, instruments or other agreements as the Company or the Underwriters may reasonably request (all at the expense of the Company) 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 the Company 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 the Company 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 Company waives presentment and demand for payment of the Mandatory Redemption Obligations, protest and notice of dishonor or default with respect to the Mandatory

Redemption Obligations, and all other notices to which the Company 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.

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 Patriot Act Compliance, Etc.

In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering and the Customer Identification Program (“CIP”) requirements

under the USA PATRIOT Act and its implementing regulations, pursuant to which the Escrow Agent must obtain, verify and record information that allows the Escrow Agent to identify customers (“Applicable Law”), the Escrow Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Escrow Agent. Accordingly, each party hereto agrees to provide to the Escrow Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Escrow Agent to comply with Applicable Law, including, but not limited to, information as to name, physical address, tax identification number and other information that will help the Escrow Agent to identify and verify such party hereto such as organizational documents, certificates of good standing, licenses to do business or other pertinent identifying information. Each party hereto understands and agrees that the Escrow Agent cannot open the Escrow Account unless and until the Escrow Agent verifies the identities of the parties hereto in accordance with its CIP.

10.17 Information Sharing.

The Bank of New York Mellon Corporation is a global financial organization that provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, sales, administration, product communication, relationship management, storage, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more affiliates, subsidiaries and third-party service providers. The Company consents to the disclosure of and authorizes the Escrow Agent to disclose information regarding the Company to the BNY Mellon Group and to its third-party service providers who are subject to confidentiality obligations with respect to such information, in connection with the Centralized Functions. In addition, the BNY Mellon Group may aggregate the Company’s data with other data collected and/or calculated by the BNY Mellon Group and the BNY Mellon Group will own all such aggregated data, provided that the BNY Mellon Group shall not distribute the aggregated data in a format that identifies the Company or the Company’s data with Company. In addition, the Escrow Agent may store the names and business addresses of the Company’s employees on the systems or in the records of the BNY Mellon Group or its service providers for purposes of the Centralized Functions, and the Company consents and is authorized to consent to such storage and confirms that the disclosure to and storage by the BNY Mellon Group of such information does not violate any relevant data protection legislation.

10.18 Shareholder Communication Act, Etc.

With respect to securities issued in the United States, the Shareholders Communications Act of 1985 (the “Act”) requires Escrow Agent to disclose to the issuers, upon their request, the name, address and securities position of its Depositor who are (a) the “beneficial owners” (as defined in the Act) of the issuer’s securities, if the beneficial owner does not object to such disclosure, or (b) acting as a “respondent bank” (as defined in the Act) with respect to the securities. (Under the Act, “respondent banks” do not have the option of objecting to such disclosure upon the issuers’ request.) The Act defines a “beneficial owner” as any person who has, or shares, the power to vote a security (pursuant to an agreement or otherwise), or who directs the voting of a security. The Act defines a “respondent bank” as any bank, association or

other entity that exercises fiduciary powers which holds securities on behalf of beneficial owners and deposits such securities for safekeeping with a bank, such as Escrow Agent. Under the Act, Depositor is either the “beneficial owner” or a “respondent bank.”

[ ] Depositor is the “beneficial owner,” as defined in the Act, of the securities to be held by Escrow Agent hereunder.

[ ] Depositor is not the beneficial owner of the securities to be held by Escrow Agent, but is acting as a “respondent bank,” as

defined in the Act, with respect to the securities to be held by Escrow Agent hereunder.

IF NO BOX IS CHECKED, ESCROW AGENT SHALL ASSUME THAT THE COMPANY AS DEPOSITOR IS THE BENEFICIAL OWNER OF THE SECURITIES.

For beneficial owners of the securities only:

[ ] Depositor objects

[ ] Depositor does not object

to the disclosure of its name, address and securities position to any issuer which requests such information pursuant to the Act for the specific purpose of direct communications between such issuer and Depositor.

IF NO BOX IS CHECKED, ESCROW AGENT SHALL RELEASE SUCH INFORMATION UNTIL IT RECEIVES A CONTRARY WRITTEN INSTRUCTION FROM THE COMPANY AS DEPOSITOR.

With respect to securities issued outside of the United States, information shall be released to issuers only if required by law or regulation of the particular country in which the securities are located.

The Depositor agrees to disseminate in a timely manner any proxies or requests for voting instructions, other proxy soliciting material, information statements, and/or annual reports that it receives to any other beneficial owners.

IN WITNESS WHEREOF, the Company, 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.

FRONTIER COMMUNICATIONS CORPORATION

By: /s/ John M. Jureller

Name:  John M. Jureller
Title:    Executive Vice President and
                       Chief Financial Officer

[Signature Page to the Escrow Agreement]

THE BANK OF NEW YORK MELLON, as Escrow Agent

By: Laurence J. O’Brien

Name: Laurence J. O’Brien
Title: Vice President

THE BANK OF NEW YORK MELLON, as Trustee

By: Laurence J. O’Brien

Name: Laurence J. O’Brien
Title: Vice President

[Signature Page to the Escrow Agreement]

/s/

J.P. MORGAN SECURITIES LLC, as Representative of the several Underwriters

By:   /s/ Noah Roth

Name:  Noah Roth
Title:    Vice President

[Signature Page to the Escrow Agreement]

EXHIBIT A

FORM OF AT&T TRANSACTION RELEASE CERTIFICATE

OFFICER’S CERTIFICATE

OF

FRONTIER COMMUNICATIONS CORPORATION

__________ __, 201__

This certificate is being delivered pursuant to Section 4(a) of the Escrow Agreement dated as of September 17, 2014 (the “ Escrow Agreement ”), among Frontier Communications Corporation, a Delaware corporation (the “ Company ”), 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 LLC (the “ Representative ”), as the representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement (as defined in the Escrow Agreement) (collectively, the “ Underwriters ”). 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 the Escrow Agent, the Trustee and the Representative and directs the Escrow Agent as follows:

1. The AT&T Transaction is expected to be consummated promptly upon release of the Escrowed Funds.

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

Disbursement Instructions:

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

[ Signature page follows ]

- 22 -

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

FRONTIER COMMUNICATIONS CORPORATION

By: ____________________________________

Name:
Title:

- 23 -

EXHIBIT B

FORM OF AT&T TRANSACTION CONFIRMATION CERTIFICATE

OFFICER’S CERTIFICATE

OF

FRONTIER COMMUNICATIONS CORPORATION

_____________ __, 201__

_________________, on behalf of the Company 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 AT&T Transaction has been consummated.

- 24 -

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

FRONTIER COMMUNICATIONS CORPORATION

By: ____________________________________

Name:
Title:

- 25 -

EXHIBIT C

FORM OF TERMINATION CERTIFICATE

OF

FRONTIER COMMUNICATIONS CORPORATION

__________ __, 201__

This certificate is being delivered pursuant to Section 4(b) of the Escrow Agreement dated as of September 17, 2014 (the “ Escrow Agreement ”), among Frontier Communications Corporation, a Delaware corporation (the “ Company ”), 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 LLC (the “ Representative ”), as the representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement (as defined in the Escrow Agreement) (collectively, the “ Underwriters ”). 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 the Escrow Agent, the Trustee and the Representative and directs the Escrow Agent as follows:

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

[ Signature page follows ]

- 26 -

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

FRONTIER COMMUNICATIONS CORPORATION

By: ____________________________________

Name:
Title:

- 27 -

Exhibit 5.1

[Jones Day Letterhead]

September 17, 2014

Frontier Communications Corporation

3 High Ridge Park

Stamford, Connecticut 06905


Re:	$775,000,000 of 6.250% Senior Notes due 2021 and $775,000,000 of 6.875% Senior Notes due 2025

Ladies and Gentlemen:

We are acting as counsel for Frontier Communications Corporation, a Delaware corporation (the “ Company ”), in connection with the issuance and sale of $775 million in aggregate principal amount of the Company’s 6.250% Senior Notes due 2021 (the “2021 Notes”) and $775 million in aggregate principal amount of the Company’s 6.875% Senior Notes due 2025 (the “2025 Notes” and, together with the 2021 Notes, the “Notes”) of the Company, pursuant to the Underwriting Agreement, dated September 3, 2014 (the “ Underwriting Agreement ”), entered into between the Company and J.P. Morgan Securities LLC, acting as the representative of the several underwriters named therein. The Notes are being issued pursuant to the Indenture, dated as of April 9, 2009, between the Company and The Bank of New York Mellon, as trustee (the “ Trustee ”), as supplemented by the Sixth Supplemental Indenture, in the case of the 2021 Notes, and the Seventh Supplemental Indenture, in the case of the 2025 Notes, each dated as of September 17, 2014, between the Company and the Trustee (as so supplemented, the “ Indenture ”).

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes constitute valid and binding obligations of the Company.

For the purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture, and (iii) the Indenture is a valid, binding and enforceable obligation of the Trustee.

The opinion expressed herein is limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

Frontier Communications Corporation

September 17, 2014

Page 2

As to facts material to the opinion and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinion expressed herein is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3 (Registration No. 333-181299) (the “ Registration Statement ”), filed by the Company to effect the registration of the offer and sale of Notes under the Securities Act of 1933 (the “ Act ”) and to the reference to Jones Day under the caption “Validity of Securities” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day