DISTRIBUTION AGREEMENT BETWEEN VERIZON COMMUNICATIONS INC. AND IDEARC INC.

Exhibit 10.1

EXECUTION COPY

DISTRIBUTION AGREEMENT

BETWEEN

VERIZON COMMUNICATIONS INC.

AND

IDEARC INC.

DATED AS OF NOVEMBER 13, 2006

TABLE OF CONTENTS

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DISTRIBUTION AGREEMENT

This DISTRIBUTION AGREEMENT (this “ Agreement ”), dated as of November 13, 2006, between Verizon Communications Inc., a Delaware corporation (“ Verizon ”), and Verizon Directories Disposition Corporation, a Delaware corporation and wholly owned subsidiary of Verizon (“ Spinco ” and together with Verizon, the “ Parties ”).

RECITALS

WHEREAS, the Board of Directors of Verizon has determined that it is in the best interests of Verizon and its stockholders to separate Verizon’s directory publishing business, as more fully described in Spinco’s registration statement on Form 10, from Verizon’s existing business on the terms and conditions set forth herein;

WHEREAS, as of August 9, 2006 ( i ) Bell Atlantic Global Wireless Inc., a wholly-owned subsidiary of Verizon, transferred its 89.5% interest in Idearc Directories Sales – East Co. (f.k.a. Verizon Directories Sales – East Co.), a wholly-owned subsidiary of Verizon (“ Directories Sales - East ”), to a newly formed Delaware limited liability company and wholly-owned subsidiary of Bell Atlantic Global Wireless, Inc. (“ East LLC ”), the membership interests of which were then transferred to GTE Corporation, a direct subsidiary of Verizon (“ GTE ”), in exchange for common stock of GTE of approximately equivalent value, ( ii ) GTE contributed such interests in East LLC to Idearc Information Services Inc. (f.k.a. Verizon Information Services Inc.), a direct subsidiary of GTE and wholly-owned subsidiary of Verizon (“ IIS ”), ( iii ) IIS contributed such interests in East LLC to Idearc Media Corp. (f.k.a. Verizon Directories Corp.), a direct, wholly-owned subsidiary of IIS (“ IMC ”) and ( iv ) IMC contributed such interests in East LLC to Idearc Directories Sales – West Inc. Corp. (f.k.a. Verizon Directories Sales – West Inc. Corp.), a direct, wholly-owned subsidiary of IMC;

WHEREAS, on or prior to the Distribution Date (as defined herein), ( i ) each of the entities listed on Schedule A will be converted into limited liability companies; then ( ii ) IIS will distribute to GTE all of its assets, including the outstanding common stock held by it of the entities listed on Schedule B and all of its liabilities and all of IIS’s rights with respect to any debt owed to it by Verizon Financial Services LLC (“ Finance Sub ”), other than the outstanding common stock of IMC and License Application Corporation and any other Spinco Assets (as defined herein) held by IIS and any Spinco Liabilities (as defined herein) held by IIS; then ( iii ) IIS will contribute to IMC all of the outstanding common stock of License Application Corporation, certain other Spinco Assets and Spinco Liabilities; then ( iv ) IMC will agree to act as a depositary for each entity listed on Schedule D and Finance Sub will, at the direction of each such entity, pay to IMC, as depositary for such entity, the amount which such entity is owed by Finance Sub in full satisfaction of all obligations of Finance Sub to such entity; then ( v ) GTE will distribute all of the equity of IIS to Verizon in exchange for a portion of Verizon’s stock in GTE of

approximately equivalent value; then ( vi ) Verizon will cause to be transferred to Verizon or one or more of the Verizon Subsidiaries all of the Verizon Assets (as defined herein) and Verizon Liabilities (as defined herein) not held by Verizon or the Verizon Subsidiaries as of the date hereof (and Verizon or one or more of the Verizon Subsidiaries will assume or cause to be assumed such Verizon Liabilities); and then ( vii ) Verizon will contribute all of the equity of IIS and any other Spinco Assets or Spinco Liabilities not held by Spinco or any Spinco Subsidiary (as defined herein) to Spinco in exchange for ( A ) shares of Spinco Common Stock (as defined herein), ( B ) notes and other debt obligations of Spinco (the “ Spinco Exchange Debt ”) and ( C ) an amount of cash not to exceed Verizon’s adjusted basis in the assets transferred to Spinco by Verizon (the “ Special Distribution ”) (the transactions described in this clause ( vii ), collectively, the “ Contribution ”, and the transactions described in this Recital and the foregoing Recital, collectively, the “ Preliminary Restructuring ”);

WHEREAS, on the Distribution Date, Verizon will distribute (the “ Distribution ”) all of the issued and outstanding shares of common stock, par value $0.01 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 $0.10 per share, of Verizon (“ Verizon Common Stock ”); and

WHEREAS, the Parties intend that the Contribution, together with the Distribution and the Debt Exchange, qualifies as a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

NOW, THEREFORE, in consideration of the promises, covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 General . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other

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ownership interest, by contract or otherwise; provided , however , that for purposes of this Agreement, from and after the Distribution Date, no member of either Group shall be deemed an Affiliate of any member of the other Group.

“ Agent ” means the distribution agent to be appointed by Verizon to distribute the shares of Spinco Common Stock pursuant to the Distribution.

“ Agreement ” has the meaning set forth in the Preamble.

“ Asset ” means any and all assets, properties and rights, wherever located, whether real, personal or mixed, tangible or intangible, including the following (in each case, whether or not recorded or reflected or required to be recorded or reflected on the books and records or financial statements of any Person): ( i ) notes, accounts and notes receivable (whether current or non-current), certificates of deposit, banker’s acceptances, securities, certificates of interest or participation in profit-sharing agreements, letters of credit and performance and surety bonds, and all loans, advances or other extensions of credit or capital contributions to any other Person; ( ii ) intangible property rights; ( iii ) rights under leases (including Real Property Leases), contracts, licenses, permits and business arrangements; ( iv ) Owned Real Property; ( v ) Leased Real Property, fixtures, tools, dies and furniture; ( vi ) office supplies, production supplies, spare parts, other miscellaneous supplies and other tangible property of any kind; ( vii ) computers and other data processing equipment and software; ( viii ) raw materials, work-in-process, finished goods, consigned goods and other inventories; ( ix ) prepayments or prepaid expenses; ( x ) claims, causes of action, rights of recovery and rights of setoff; ( xi ) lists of customers, records pertaining to customers and accounts, personnel records, and all accounting and other books, records, ledgers, files and business records; ( xii ) advertising materials and other printed or written materials; ( xiii ) goodwill as a going concern and other intangible properties; and ( xiv ) employee contracts, including any rights thereunder to restrict an employee from competing in certain respects. “Assets” shall not include any asset relating to Taxes, which, except as expressly set forth herein, shall be governed exclusively by the Tax Sharing Agreement or any asset relating to benefit plans, programs, agreements, and arrangements, which shall be governed exclusively by the Employee Benefits Agreement.

“ Claims Administration ” means the processing of claims made under the Policies, including the reporting of claims to the insurance carrier, management and defense of claims, and providing for appropriate releases upon settlement of claims.

“ Claims Made Policies ” has the meaning set forth in Section 6.4(a).

“ Code ” has the meaning set forth in the Recitals.

“ Commercial Agreements ” means the Publishing Agreement, the Non-Competition Agreement, the Branding Agreement, the Billing and Collection Agreement,

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the Listings License Agreement and the Intellectual Property Agreement, each of which is to be entered into by one or more members of the Verizon Group and one or members of the Spinco Group on or prior to the Distribution Date.

“ Contribution ” has the meaning set forth in the Recitals.

“ Debt Exchange ” has the meaning set forth in Section 2.6(a).

“ Directories Sales - East ” has the meaning set forth in the Recitals.

“ Distribution ” has the meaning set forth in the Recitals.

“ Distribution Date ” means the date and time that the Distribution shall become effective.

“ Exchange Act ” means the Securities and Exchange Act of 1933, as amended, together with the rules and regulations of the SEC promulgated thereunder.

“ Employee Benefits Agreement ” means the Employee Benefits Agreement to be entered into between Verizon and Spinco, substantially in the form of Exhibit B hereto.

“ Finance Sub ” has the meaning set forth in the Recitals.

“ Financing Transactions ” has the meaning set forth in Section 2.6(a).

“ Governmental Authority ” means any domestic, foreign, federal, territorial, state or local government authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization, or any regulatory, administrative or other agency or any political or other subdivision, department or branch of any of the foregoing with competent jurisdiction.

“ Group ” means the Verizon Group or the Spinco Group, as the case may be.

“ GTE ” has the meaning set forth in the Recitals.

“ Indemnifiable Losses ” means all Losses, Liabilities, damages, claims, demands, judgments or settlements of any nature or kind, including all costs and expenses (legal, accounting or otherwise) that are reasonably incurred relating thereto, suffered by an Indemnitee, including any costs or expenses of enforcing any indemnity hereunder that are reasonably incurred and all Taxes resulting from indemnification payments hereunder.

“ Indemnifying Party ” means a Person that is obligated under this Agreement to provide indemnification.

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“ Indemnitee ” means a Person that may seek indemnification under this Agreement.

“ Information ” means all records, books, contracts, instruments, computer data and other data and information.

“ Leased Real Property ” means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property.

“ Liability or Liabilities ” means all debts, liabilities and obligations whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and whether or not the same would properly be reflected on a balance sheet. “Liabilities” shall not include any liabilities for or in respect of Taxes, which, except as expressly set forth herein, shall be governed solely by the Tax Sharing Agreement, or any liabilities for or in respect of any benefit plans, programs, agreements, and arrangements, which shall be governed exclusively by the Employee Benefits Agreement.

“ Litigation Matters ” means all pending or threatened litigation, investigations, claims or other legal matters that have been or may be asserted against, or otherwise adversely affect, Verizon and/or Spinco (or members of either Group).

“ Losses ” means any damages, losses, charges, liabilities, claims, demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, Taxes, interest, penalties and costs and expenses (including reasonable attorneys’ fees and reasonable out of pocket disbursements).

“ Occurrence Basis Policies ” has the meaning set forth in Section 6.4(a).

“ Owned Real Property ” means all land, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto that is owned.

“ Parties ” has the meaning set forth in the Preamble.

“ Person ” means a natural person, corporation, company, partnership, limited partnership, limited liability company, or any other entity, including a Governmental Authority.

“ Policies ” means all insurance policies, insurance contracts and claim administration contracts of any kind of Verizon and its Subsidiaries (including members of the Spinco Group) and their predecessors which were or are in effect at any time at or prior to the Distribution Date, including primary, excess and umbrella, commercial

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general liability, fiduciary liability, product liability, automobile, aircraft, property and casualty, business interruption, directors and officers liability, employment practices liability, workers’ compensation, crime, errors and omissions, special accident, cargo and employee dishonesty insurance policies and captive insurance company arrangements, together with all rights, benefits and privileges thereunder, but not including any insurance policies, insurance contracts or claim administration contracts subject to the provisions of the Employee Benefits Agreement.

“ Preliminary Restructuring ” has the meaning set forth in the Recitals.

“ Privileged Information ” means with respect to either Group, Information regarding a member of such Group, or any of its operations, Assets or Liabilities (whether in documents or stored in any other form or known to its employees or agents) that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or another applicable privilege, that a member of the other Group may come into possession of or obtain access to pursuant to this Agreement or otherwise.

“ Real Property Leases ” means all leases, subleases, concessions and other agreements (written or oral) pursuant to which any Leased Real Property is held, including the right to all security deposits and other amounts and instruments deposited thereunder.

“ Record Date ” means the close of business on the date to be determined by the Board of Directors of Verizon as the record date for determining stockholders of Verizon entitled to receive the Distribution.

“ Registration Statement ” means the Registration Statement on Form 10 to be filed by the Company with the SEC to effect the registration under the Exchange Act of the issuance of the shares of Spinco Common Stock.

“ Representative ” means, with respect to any Person, any of such Person’s directors, managers or persons acting in a similar capacity, officers, employees, agents, consultants, financial and other advisors, accountants, attorneys and other representatives.

“ SEC ” means the U.S. Securities and Exchange Commission.

“ Shared Contracts ” means contractual arrangements between or among Verizon, Spinco, their respective Affiliates and any other Person (other than the contractual arrangements relating to the Contribution and the Distribution) that ( i ) either ( A ) relate to the Verizon Business but relate primarily to the Spinco Business or ( B ) relate solely to the Spinco Business, but, by their terms, contain provisions relating to a member of the Verizon Group (collectively, “ Spinco Shared Contracts ”), or ( ii ) either ( A ) relate to the Spinco Business but relate primarily to the Verizon Business or ( B ) relate solely to the

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Verizon Business, but, by their terms, contain provisions relating to a member of the Spinco Group (collectively, “ Verizon Shared Contracts ”).

“ Shared Contracts Agreement ” has the meaning set forth in Section 2.1(b).

“ Special Distribution ” has the meaning set forth in the Recitals.

“ Spinco ” has the meaning set forth in the Preamble.

“ Spinco Assets ” means collectively, ( i ) all of the right, title and interest of Verizon and its Subsidiaries in all Assets that, in Verizon’s reasonable determination, are primarily used or held for use in, or primarily relating to or arising from, the Spinco Business, including those set forth on the Spinco Pro Forma Balance Sheet and those acquired by Spinco, any Spinco Subsidiary, Verizon or any Verizon Subsidiary after the date of the Spinco Pro Forma Balance Sheet, ( ii ) the rights to use shared Assets as provided in Article II hereof, ( iii ) all other Assets of Spinco and the Spinco Subsidiaries to the extent specifically assigned to or retained by any member of the Spinco Group pursuant to this Agreement or any other Transaction Agreement, ( iv ) the capital stock of each Spinco Subsidiary, ( v ) all rights of Spinco under the Transaction Agreements and the Commercial Agreements, and ( vi ) any additional Assets set forth on Schedule 1.1(a).

“ Spinco Business ” means Verizon’s directory publishing business, internet yellow pages business and other operations comprising what is referred to in Verizon’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 as the Information Services Segment of Verizon, but excluding ( i ) any activities incidental to any of the foregoing conducted by any Subsidiaries of Verizon that are telephone operating companies, including directory assistance, the collection of subscriber list and other information and the sale of “premium listings”, ( ii ) any international operations included in such segment as of such time and ( iii ) for the avoidance of doubt, all other businesses conducted by Verizon and its Subsidiaries.

“ Spinco Common Stock ” has the meaning set forth in the Recitals.

“ Spinco Exchange Debt ” has the meaning set forth in the Recitals.

“ Spinco Financial Instruments ” means all credit facilities, guaranties, commercial paper, interest rate swap agreements, foreign currency forward exchange contracts, comfort letters, letters of credit and similar instruments related to the Spinco Business under which any member of the Verizon Group has any primary, secondary, contingent, joint, several or other Liability after the Distribution Date.

“ Spinco Group ” means Spinco and the Spinco Subsidiaries.

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“ Spinco Indemnitees ” means Spinco and each Affiliate of Spinco immediately after the Distribution and each of their respective present and former Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

“ Spinco Liabilities ” means, collectively: ( i ) all Liabilities of Verizon or any of its Subsidiaries (including Spinco and the Spinco Subsidiaries) that, in Verizon’s reasonable determination, primarily relate to or arise from the Spinco Business, including the Liabilities set forth on the Spinco Pro Forma Balance Sheet or arising after the date thereof and the Liabilities of Spinco under the Transaction Agreements and ( ii ) all Liabilities set forth on Schedule 1.1(b).

“ Spinco Pro Forma Balance Sheet ” means the pro forma combined balance sheet of Spinco, including the notes thereto, as of September 30, 2006 as presented in the Registration Statement mailed to the stockholders of Verizon before the Distribution Date.

“ Spinco Subsidiaries ” means all direct and indirect Subsidiaries of Spinco immediately after the Contribution.

“ Subsidiary ” means with respect to any Person, any entity whether incorporated or unincorporated of which at least a majority of the securities or ownership interests having by their terms voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person or by one or more of its respective Subsidiaries.

“ Taxes ” means all federal, state, local or foreign net income, franchise, gross income, sales, use, ad valorem, property, gross receipts, license, capital stock, payroll, withholding, excise, severance, transfer, employment, alternative or add-on minimum, stamp, occupation, premium, environmental or windfall profits taxes, and other taxes, charges, fees, levies, imposts, customs, duties, licenses or other assessments, together with any interest and any penalties, additions to tax or additional amounts imposed by any taxing authority.

“ Tax Sharing Agreement ” means the Tax Sharing Agreement to be entered into between Verizon and Spinco, substantially in the form of Exhibit C hereto.

“ Third-Party Claim ” means any claim, suit, derivative suit, arbitration, inquiry, proceeding or investigation by or before any court, any governmental or other regulatory or administrative agency or commission or any arbitration tribunal asserted by a Person who or which is neither a party hereto nor an Affiliate of a party hereto.

“ Transaction Agreements ” means this Agreement, the Employee Benefits Agreement, the Tax Sharing Agreement, the Shared Contracts Agreement and the Transition Services Agreement.

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“ Transition Services Agreement ” means the Transition Services Agreement to be entered into by and between Verizon and Spinco, substantially on the terms set forth in Exhibit D hereto.

“ Verizon ” has the meaning set forth in the Preamble.

“ Verizon Assets ” means collectively: ( i ) all of the right, title and interest of Verizon and its Subsidiaries in all Assets held by them other than the Spinco Assets, ( ii ) all other Assets of Verizon and Verizon Subsidiaries to the extent specifically assigned to or retained by any member of the Verizon Group pursuant to this Agreement or any other Transaction Agreement, ( iii ) the capital stock of each Verizon Subsidiary, ( iv ) all rights of Verizon under the Transaction Agreements and the Commercial Agreements and ( v ) any additional Assets set forth on Schedule 1.1(c).

“ Verizon Business ” means all of the businesses and operations conducted by Verizon and the Verizon Subsidiaries (other than the Spinco Business) at any time, whether prior to, on or after the Distribution Date.

“ Verizon Common Stock ” has the meaning set forth in the Recitals.

“ Verizon Group ” means Verizon and the Verizon Subsidiaries.

“ Verizon Indemnitees ” means Verizon, each Affiliate of Verizon immediately after the Contribution and each of their respective present and former Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

“ Verizon Liabilities ” means collectively, ( i ) all Liabilities of Verizon or any of the Verizon Subsidiaries, including the Liabilities of Verizon under the Transaction Agreements, in each case, other than the Spinco Liabilities, ( ii ) all Liabilities set forth on Schedule 1.1(d) and ( iii ) all expenses allocated to Verizon on Schedule 8.2.

“ Verizon Subsidiaries ” means all direct and indirect Subsidiaries of Verizon immediately after the Distribution Date.

“ IIS ” has the meaning set forth in the Recitals.

“ IMC ” has the meaning set forth in the Recitals.

Section 1.2 Interpretation . For all purposes of this Agreement: ( i ) the terms defined in this Agreement include the plural as well as the singular; ( ii ) all references in this Agreement to designated “Preamble”, “Recitals”, “Articles”, “Sections” and other subdivisions are to the designated Preamble, Recitals, Articles, Sections and other subdivisions of the body of this Agreement; ( iii ) pronouns of either gender or neuter include, as appropriate, the other pronoun forms; ( iv ) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not

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to any particular Article, Section or other subdivision; ( v ) “or” is not exclusive; ( vi ) “including” and “includes” shall be deemed to be followed by “but not limited to” and “but is not limited to,” respectively; and ( vii ) any definition of or reference to any statute shall be construed as referring also to any rules and regulations promulgated thereunder.

Section 1.3 References to Time . All references in this Agreement to times of the day shall be to New York City time.

ARTICLE II

THE RESTRUCTURING

Section 2.1 Business Separation .

(a) On or prior to the Distribution Date, Verizon shall cause the consummation of the Preliminary Restructuring. In connection with the Prelimianry Restructuring, Spinco shall assume or cause to be assumed, and thereafter timely pay, perform and discharge, or cause to be paid, performed and discharged, all of the Spinco Liabilities, regardless of whether arising from or alleged to arise from the negligence, recklessness, strict liability, violation of law by or of any member of the Spinco Group or any member of the Verizon Group or any of their respective Representatives or Affiliates.

(b) If, in the case of any Shared Contract, an amendment resulting in such Shared Contract inuring to the benefit of the Spinco Business or the Verizon Business, as the case may be, cannot be obtained, or if Verizon determines that such an attempted amendment thereof would be ineffective or would adversely affect the rights of Verizon, in the case of any Verizon Shared Contract, or Spinco, in the case of any Spinco Shared Contract, thereunder, Verizon and Spinco will cooperate in negotiating a mutually agreeable arrangement with respect to such Shared Contract (the “ Shared Contracts Agreement ”) under which Verizon, in the case of any Verizon Shared Contract, and Spinco, in the case of any Spinco Shared Contract, will obtain the benefits and assume the obligations thereunder. Notwithstanding the foregoing, no action will be required of Verizon or Spinco that would cause either of them to be in breach of any Shared Contract or would otherwise harm Verizon’s or Spinco’s, as the case may be, relationship with the counterparty to such contractual arrangement.

(c) From the date hereof until the Distribution Date, Verizon shall be entitled to use, retain or otherwise dispose of all cash generated by the Spinco Business and the Spinco Assets in accordance with the ordinary course operation of Verizon’s cash management system.

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(d) Spinco has reviewed and is familiar with the Assets (i) included on the Spinco Pro Forma Balance Sheet, (ii) held by the members of the Spinco Group and used primarily by or in connection with the Spinco Business and (iii) set forth on Schedule 1.1(a) and acknowledges and confirms that such Assets, together with the assets and rights to be furnished to Spinco under the other Transaction Agreements and the Commercial Agreements, constitute all of the Assets of Verizon and its Subsidiaries primarily used or held for use in, or primarily relating to or arising from, the Spinco Business as currently conducted and as proposed to be conducted immediately following the Distribution. Spinco acknowledges and agrees that there are additional Assets held by Verizon and its Subsidiaries that are or have been used in connection with the Spinco Business and confirms that such additional Assets have not been used primarily in the Spinco Business and are not necessary for the operation of the Spinco Business in all material respects as currently conducted and as proposed to be conducted immediately following the Distribution, taking into the other Transaction Agreements and the Commercial Agreements.

Section 2.2 Conveyancing and Assumption Agreements . In connection with the transfer of the Spinco Assets and the assumption of the Spinco Liabilities contemplated by this Article II, Verizon and Spinco shall execute, or cause to be executed by the appropriate entities, conveyancing and assumption instruments as Verizon may deem necessary or desirable.

Section 2.3 Certain Resignations . At or prior to the Distribution Date, Verizon shall cause each employee and director of Verizon and its Subsidiaries who will not be employed by Spinco or a Spinco Subsidiary after the Distribution Date to resign, effective not later than the Distribution Date, from all boards of directors or similar governing bodies of Spinco or any Spinco Subsidiary on which they serve, and from all positions as officers of Spinco or any Spinco Subsidiary in which they serve. At or prior to the Distribution Date, Spinco shall cause each employee and director of Spinco and its Subsidiaries who will not be employed by Verizon or a Verizon Subsidiary after the Distribution Date to resign, effective not later than the Distribution Date, from all boards of directors or similar governing bodies of Verizon or any Verizon Subsidiary on which they serve, and from all positions as officers of Verizon or any Verizon Subsidiary in which they serve.

Section 2.4 Other Agreements . Each of Verizon and Spinco shall, on or prior to the Distribution Date, enter into, or cause the appropriate members of the Group of which it is a member to enter into, the other Transaction Agreements and the Commercial Agreements.

Section 2.5 Transfers Not Effected Prior to the Distribution . To the extent Verizon reasonably determines that any transfers of Assets or Liabilities contemplated by this Article II shall not have been consummated on or prior to the Distribution Date, the parties shall cooperate and use commercially reasonable efforts to effect the transfer of

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such Assets and such Liabilities as promptly following the Distribution Date as shall be practicable. Nothing herein shall be deemed to require the transfer of any Assets or the assumption of any Liabilities which by their terms or operation of law cannot be transferred or assumed until such time as all legal impediments to such transfer or assumption have been removed. As and when any such Asset becomes transferable or such Liability can be assumed, such transfer or assumption automatically and without any further action shall be effected forthwith. Subject to the foregoing, the Parties agree that each Party shall be deemed to have, as of the Distribution Date (or such earlier time as any such Asset may have been assigned or Liability assumed), acquired complete and sole beneficial ownership over all of the Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such party acquires or assumes pursuant to the terms of this Agreement.

Section 2.6 Debt Exchange; Other Financing Arrangements .

(a) Prior to the Distribution Date, each of Verizon and Spinco shall enter into all necessary or appropriate arrangements, and cooperate with each other, regarding ( i ) the exchange by Verizon of the Spinco Exchange Debt for certain debt obligations of Verizon (the “ Debt Exchange ”), ( ii ) the entering into and borrowing under one or more loan agreements and related agreements for the purpose of funding a portion of the Special Distribution and ( iii ) the entering into a revolving credit facility and related agreements for use by Spinco after the Distribution in connection with meeting i