Exhibit 2.2
AMENDMENT NO. 4 TO
DISTRIBUTION AGREEMENT
This AMENDMENT NO.
4, dated as of February 25, 2008 (this “
Amendment ”) to the Distribution Agreement, dated as
of January 15, 2007 (the “ Distribution Agreement
”), by and between VERIZON COMMUNICATIONS INC., a Delaware
corporation (“ Verizon ”) and NORTHERN NEW
ENGLAND SPINCO INC., a Delaware corporation (“ Spinco
”) as amended, is entered into 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 Recitals, Articles and Sections
herein are references to Recitals, Articles and Sections of the
Distribution Agreement.
WHEREAS, Verizon
has exercised its right under Section 2.4(e) of the
Distribution Agreement to elect an alternative structure for the
transactions contemplated by the Distribution Agreement;
WHEREAS, the IRS
Ruling (as defined in the Agreement and Plan of Merger, dated as of
January 15, 2007, as amended, by and among Verizon, Spinco and
FairPoint Communications, Inc.) has been received and approves
such alternative structure;
WHEREAS, as
provided under Section 2.4(e), certain amendments to the
Distribution Agreement are required to reflect the alternative
structure that has been elected by Verizon and approved by the IRS
Ruling; and
WHEREAS, in light
of the fact that Verizon has undertaken the preparation of an
information statement (the “ Information Statement
”) as part of Spinco’s Registration Statement on
Form 10, the parties wish to allocate a portion of the
responsibility for the printing, mailing and related costs of the
Information Statement to Spinco.
NOW THEREFORE, 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.
Amendments to Recitals. The fourth, fifth, sixth and
seventh Recitals are hereby amended and restated to read in their
entirety as follows:
“WHEREAS, prior to the Distribution (as defined herein) upon
the terms and subject to the conditions set forth in this
Agreement, Verizon will, pursuant to a series of restructuring
transactions that will occur prior to the Distribution,
(a) transfer or cause to be transferred (i) by one or
more of its Subsidiaries to Spinco and (ii) by Spinco to the
Non-ILEC Spinco Subsidiary (as defined herein) and to one or more
wholly-owned Subsidiaries of the Non-ILEC Spinco Subsidiary (as may
be designated by the Non-ILEC Spinco Subsidiary) all of the
Non-ILEC Spinco Assets (as defined herein), each such transfer to
be subject to the assumption by such entity or entities of the
Non-ILEC Spinco Liabilities (as defined herein) and
(b) transfer or cause to be transferred by Verizon New England
Inc., a New York corporation (“ Verizon New England
”) to the ILEC Spinco Subsidiary (as defined herein) and to
one or more wholly-owned Subsidiaries of the ILEC Spinco Subsidiary
(as may be designated by the ILEC Spinco Subsidiary) all of the
ILEC Spinco Assets (as defined herein), subject to the assumption
by such entity or
entities of the
ILEC Spinco Liabilities (as defined herein), and shall transfer or
cause to be transferred to the ILEC Spinco Subsidiary to
Spinco;
WHEREAS, in exchange for the transfers contemplated by the
immediately preceding recital, Spinco will upon the terms and
subject to the conditions set forth in this Agreement
(a) distribute to Verizon New England the Spinco Securities
(as defined herein) and (b) pay to Verizon New England the
Special Payment (as defined herein), all upon the terms and subject
to the conditions set forth herein (the transactions described in
this recital and in the immediately preceding recital,
collectively, the “ Contribution ”);
WHEREAS, upon the terms and subject to the conditions set forth in
this Agreement, Verizon will distribute (the “
Distribution ”) all of the issued and outstanding
shares of common stock, par value $.10 per share, of Spinco
(“ Spinco Common Stock ”) to the holders as of
the Record Date (as defined herein) of the outstanding shares of
common stock, par value $.10 per share, of Verizon (“
Verizon Common Stock ”) and, to the extent applicable,
to such persons who received Verizon Common Stock pursuant to the
exercise of Record Date Options (as defined below);
WHEREAS, the parties to this Agreement intend that (i) the
First Internal Spinoff (as defined in the Merger Agreement) qualify
as a reorganization under Section 368(a)(1)(D) of the
Internal Revenue Code of 1986, as amended (the “ Code
”) and a distribution eligible for nonrecognition under
Sections 355(a) and 361(c) of the Code; (ii) the
Second Internal Spinoff (as defined in the Merger Agreement)
qualify as a distribution eligible for nonrecognition under
Sections 355(a) and 355(c) of the Code; (iii) the
Contribution, together with the Distribution, qualify as a tax-free
reorganization under Section 368(a)(1)(D) of the Code;
(iv) the Distribution qualify as a distribution of Spinco
stock to Verizon stockholders eligible for nonrecognition under
Sections 355(a) and 361(c) of the Code, (v) no gain
or loss be recognized by Verizon or Verizon New England for federal
income tax purposes in connection with the receipt of the Spinco
Securities (as defined herein) or the consummation of the Debt
Exchange (as defined herein); (vi) the Special Payment qualify
as money transferred to creditors or distributed to shareholders in
connection with the reorganization within the meaning of
Section 361(b)(1) of the Code, to the extent that Verizon
distributes the Special Payment to its creditors and/or
shareholders in connection with the Contribution, (vii) the
Merger qualify as a tax-free reorganization pursuant to
Section 368 of the Code; and (viii) no gain or loss be
recognized as a result of such transactions for federal income tax
purposes by any of Verizon, Spinco, and their respective
stockholders and Subsidiaries (except to the extent of cash
received in lieu of fractional shares); and”
2.
Amendments to Article I.
(a)
The definition of “Cu
