Exhibit 10a(i)
EXECUTION COPY
AMENDMENT NO. 1 TO DISTRIBUTION
AGREEMENT
AMENDMENT NO. 1 dated as of
July 24, 2009 (this “Amendment”), is by and
between Verizon Communications Inc., a Delaware corporation
(“Verizon”) and New Communications Holdings Inc.
(“Spinco”) to the Distribution Agreement, dated as of
May 13, 2009 (the “Distribution Agreement”) by and
between Verizon and Spinco. Capitalized terms used but not defined
herein shall have the meanings given to such terms in the
Distribution Agreement, and all references to Articles and Sections
herein are references to Articles and Sections of the Distribution
Agreement.
In consideration of the premises and
the mutual promises herein made, and in consideration of the
agreements herein contained, the parties, intending to be legally
bound hereby, agree as follows:
1. Amendment to
Section 1.1. The definition of “Contributing
Companies” set forth in Section 1.1 of the Distribution
Agreement is hereby amended to read in its entirety as
follows:
“ Contributing
Companies ” means Verizon North Inc., a Wisconsin
corporation, Verizon Northwest Inc., a Washington corporation,
Verizon West Coast Inc., a California corporation, Contel of the
South, Inc., a Georgia corporation, Verizon California Inc., a
California corporation, Verizon South Inc., a Virginia corporation,
Verizon West Virginia Inc., a West Virginia corporation, Verizon
Enterprise Solutions LLC, a Delaware limited liability company,
Verizon Long Distance LLC, a Delaware limited liability company,
Verizon Online LLC, a Delaware limited liability company, Verizon
Credit Inc., a Delaware corporation, Verizon Corporate Services
Corp., a Delaware corporation, Verizon Business Financial
Management Corporation, a Delaware corporation, Verizon Business
Network Services Inc., a Delaware corporation, Verizon Network
Integration Corp., a Delaware corporation, Verizon Select Services
Inc. a Delaware corporation and any other Subsidiary of Verizon
that either provides 911 or E911 customer premise equipment sales,
service or maintenance or employs Spinco Business Employees (as
defined in the Merger Agreement), in each case as of the Closing
Date.
2. Amendment to
Section 1.1. The definition of “POP Equipment”
shall be added to Section 1.1 of the Distribution Agreement to
read in its entirety as follows:
“ POP Equipment ”
has the meaning set forth in the definition of “Spinco
Assets” in subsection (i)(H).
3. Amendment to
Section 1.1. The definition of “Special
Payment” set forth in Section 1.1 of the Distribution
Agreement is hereby amended to read in its entirety as
follows:
“ Special Payment
” means a payment made by Spinco to Verizon in an amount
which shall not exceed the lesser of (i) (x) $3.333
billion minus (y) the amount of Distribution Date
Spinco Indebtedness, and (ii) Verizon’s estimate of its
tax basis in Spinco, such
amount to be set forth in a certificate
delivered pursuant to Section 7.18(g) of the Merger Agreement
(as updated in accordance with such section). For purposes of this
Agreement, reference to the tax basis in Spinco means the tax basis
in Spinco immediately prior to the Distribution, but without giving
effect to the Special Payment.
4. Amendment to
Section 1.1. The definition of “Spinco Assets”
set forth in Section 1.1 of the Distribution Agreement
Subsections (i)(G), (VI) and (X) are hereby amended to read in
their entirety as follows:
(G) (i) all existing
fiber-to-the- premises (“FiOS”) network elements from
and including the video hub office(s) (“VHO”) to the
end-user customers consisting primarily of elements of the VHO,
trunks and other connecting facilities from the VHO to the serving
offices, all connections from serving offices to end-user customers
in the states of Indiana, Oregon and Washington and customer
premises equipment at FiOS subscriber locations in the states of
Indiana, Oregon and Washington consisting primarily of set top
boxes, broadband home routers, CableCards, remote controls and
connector cables; and (ii) transmission facilities (trunks and
related equipment further described in new Section 1.1(j) of
the Disclosure Letter to the Distribution Agreement as revised and
amended on even date herewith) owned by ILEC Affiliates of Verizon
between the (a) VHOs and (b) related equipment owned by
ILEC Affiliates of Verizon which related equipment, unless
otherwise stated in Section 1.1(j) of the Disclosure Letter to
the Distribution Agreement as revised and amended on even date
herewith, is located in Verizon Affiliate leased or owned points of
presence (“POPs”), as such related equipment, VHOs, and
POPs are further described in Section 1.1(j) of the Disclosure
Letter to the Distribution Agreement as revised and amended on even
date herewith (“VHO/POP Transmission
Equipment”).
(VI) Intentionally left
blank.
(X) Intentionally left
blank.
5. Amendment to
Section 1.1. The definition of “Spinco Assets”
set forth in Section 1.1 of the Distribution Agreement
Subsection (i) is hereby amended to include a new subparagraph
H as follows:
(H) the POP equipment owned by
Verizon Online LLC and located in Charleston and Clarksburg West
Virginia used to deliver certain broadband Internet access
services, which equipment is of the type identified on
Section 1.1(k) of the Disclosure Letter to the Distribution
Agreement as revised and amended on even date herewith (“POP
Equipment”).
6. Amendment to
Section 1.1. The definition of “Spinco
Business” set forth in Section 1.1 of the Distribution
Agreement Subsection (ii) is hereby amended to include a new
subparagraph D prior to the proviso as follows:
(D) the provision by Verizon Select
Services Inc., Verizon Network Integration Corp. and other
Contributing Companies of sales, installation and maintenance of
911 and E911 customer premises equipment,
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7. Amendment to
Section 1.1. The following subsections of the definition
of “Spinco Business” set forth in Section 1.1 of
the Distribution Agreement are hereby amended, and in the cases of
Subsection (M), (O) and (P) added, to read in their
entirety as follows:
Subsection (i);
all of the incumbent local exchange
carrier business activities and operations of Verizon and its
Affiliates in the Territory (consisting of local exchange service,
“intraLATA” toll service, network access service,
enhanced voice and data services, digital subscriber line (“
DSL ”) services, FiOS voice and video services,
wholesale services, operator services, directory assistance
services, customer service to end users, and, in connection with
any of the foregoing, repairs, billing and collections);
and
Subsection (ii)(B), prior to the
proviso;
the provision by Verizon Online LLC
of dial-up and broadband Internet access services and related
value-added services taken by broadband customers located in the
Territory;
Subsection (C), following the
proviso;
monitoring, installation,
maintenance and repair of customer premises equipment (other than
equipment related to 911 and E911 related services described above
in this definition) and software, structured cabling, call center
solutions and professional and other services as provided by
Verizon Network Integration Corp or Verizon Select Services
Inc.
Subsection (H);
consumer and small business customer
premises equipment sales and services, other than the customer
premises equipment described above in subsection (i)(G) of
Section 1.1 definition of “Spinco Assets”, and
other than customer premises equipment sales, service and
maintenance related to the 911 and E911 portions of the Spinco
Business.
Subsection (M);
any former MCI business;
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Subsection (O);
Verizon Smart Phone service or One
Phone service as provided generally by Verizon Online
LLC;
Subsection (P)
any “interLATA” non-ILEC
switched or data servic
