Exhibit 2.1
AMENDMENT NO. 5 TO DISTRIBUTION AGREEMENT
This AMENDMENT NO. 5, dated as of
March 31, 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, state regulatory authorities
in Maine, New Hampshire and Vermont have issued orders approving,
subject to certain conditions, the transactions contemplated by the
Distribution Agreement and Merger Agreement that necessitate
certain amendments to the Distribution Agreement by Verizon and
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 the
Distribution Agreement .
(a) The definition of
“Current Assets” is hereby amended and restated to read
in its entirety as follows:
‘“ Current Assets
’ means total current assets of Spinco and the Spinco
Subsidiaries determined in accordance with the last sentence of
Section 5.1(a), as of the opening of business on the
Distribution Date, but excluding any amounts paid or payable
pursuant to Section 7.8.”
(b) The definition of
“Target Working Capital” is hereby amended and restated
to read in its entirety as follows:
‘“ Target Working
Capital ’ means $50,500,000, provided that such amount
will be reduced by the amount, if any, equal to (x) the sum of
(i) any amount the Company pays or becomes obligated to pay to
a Commitment Party (as defined in the Commitment Letter) pursuant
to the fifth paragraph of the fee letter that is part of the
Commitment Letter, and (ii) any amount the Company pays or
becomes obligated to pay pursuant to the fee letter that is part of
the Backstop Commitment, divided by (y) 0.39579.”
(c) Article VII is hereby
amended by adding the following as a new Section 7.8
thereof:
Section 7.8 Contributions by
Verizon .
(a) At or prior to the
Distribution and in addition to the assets and liabilities to be
conveyed pursuant to Section 2.1(a) hereof, Verizon shall
cause to be paid to Spinco, via transfer of immediately available
funds, $292,20
