Item 1.01 Entry into a Material Definitive Agreement

Closing of Notes Offering

On May 12, 2022, Frontier Communications Holdings, LLC (the "Issuer"), a consolidated subsidiary of Frontier Communications Parent, Inc. (the "Company"), issued $1.2 billion aggregate principal amount of 8.750% First Lien Secured Notes due 2030 (the "Notes"). The Notes were issued pursuant to an indenture, dated as of May 12, 2022 (the "Indenture"), by and among the Issuer, the guarantors party thereto, the grantor party thereto Wilmington Trust, National Association, as trustee and JPMorgan Chase Bank, N.A., as collateral agent. The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act, at a purchase price equal to 100% of the principal amount thereof.

The Notes are secured by a first-priority lien, subject to permitted liens, by all the assets that secure the Issuer's obligations under its senior secured credit facilities and existing senior secured notes.

The Notes will bear interest at a rate of 8.750% per annum and will mature on May 15, 2030. Interest on the Notes will be payable to holders of record semi-annually in arrears on May 15 and November 15 of each year, commencing November 15, 2022.

The Issuer may redeem the Notes at any time, in whole or in part, prior to their maturity. The redemption price for Notes redeemed before May 15, 2025 will be equal to 100% of the aggregate principal amount being redeemed, together with any accrued and unpaid interest, if any, to, but not including, the redemption date, plus the applicable make-whole premium. The redemption price for Notes redeemed on or after May 15, 2025 will be equal to the redemption prices set forth in the Indenture, together with any accrued and unpaid interest to the redemption date. At any time before May 15, 2025, the Issuer may redeem up to 40% of the Notes using the proceeds of certain equity offerings at a redemption price equal to 108.750% of the aggregate principal amount thereof, together with any accrued and unpaid interest, if any, to, but not including, the redemption date.

In the event of a change of control, each holder of Notes will have the right to require the Issuer to purchase for cash such holder's Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The Indenture contains customary negative covenants, subject to a number of important exceptions and qualifications, including, without limitation, covenants related to incurring additional debt and issuing preferred stock; incurring or creating liens; redeeming and/or prepaying certain debt; paying dividends on stock or repurchasing stock; making certain investments; engaging in specified sales of assets; entering into transactions with affiliates; and engaging in consolidation, mergers and acquisitions. Certain of these covenants will be suspended during such time, if any, that the Notes have investment grade ratings by at least two of Moody's, S&P or Fitch. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

The Company plans to use the proceeds from the offering of the Notes to fund capital investments and operating costs associated with its fiber build and expansion of its fiber customer base, and for other general corporate purposes.

The foregoing description of the Indenture is qualified in its entirety by reference to the full text of such Indenture, a copy of which is filed as Exhibit 4.1, and is incorporated by reference herein. Entry into Amendment to Secured Credit Facility

On May 12, 2022, the Issuer entered into an amendment (the "Amendment") to its senior secured first lien revolving credit facility (the "Revolving Facility"). The Amendment, among other things, (i) increased the Revolving Facility by an additional $275 million (to a total of $900 million in aggregate principal amount of revolving credit commitments) and (ii) provided that the Revolving Facility be amended to reflect SOFR based interest rates (including a customary credit spread adjustment).


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The foregoing description of the Amendment is qualified in its entirety by reference to the full text of such Amendment, a copy of which is filed as Exhibit 10.1, and is 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.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits





(d)     Exhibits

Exhibit
 Number  Description

4.1 Indenture, dated as of May 12, 2022, by and among Frontier

Communications Holdings, LLC, the guarantors party thereto, the

collateral grantor party thereto, Wilmington Trust, National

Association, as trustee and JPMorgan Chase Bank, N.A., as collateral

agent.

4.2 Form of 8.750% First Lien Secured Notes due 2030 (included in Exhibit

4.1 hereto).

10.1 Amendment No. 2 to Amended and Restated Credit Agreement, dated as of

May 12, 2022, by and among Frontier Communications Holdings, LLC, as

borrower, JPMorgan Chase Bank, N.A., as administrative agent, Goldman

Sachs Bank USA, as revolver agent, and the lenders party thereto.

104 Cover Page Interactive Data File (embedded within the Inline XBRL


         document)

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