Amendment No. 2 to Distribution Agreement



 Exhibit 10.11 

AMENDMENT NO. 2 TO DISTRIBUTION AGREEMENT 

AMENDMENT NO. 2 dated as of March 23, 2010 (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, as amended, (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 “Blended Customer Contracts” set forth in Section 1.1 of the Distribution Agreement is hereby amended to read in its entirety as follows: 

“Blended Customer Contracts” means Contracts with customers of Verizon or one of its Subsidiaries, in each case to which
Verizon, one of the Contributing Companies or another Subsidiary of Verizon is a party, and in each case which provide for such customers to receive one or more products or services that are offered by the Spinco Business as well as one or more
products or services that are offered by the Verizon Business. 
 2. 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 Virginia Inc., a 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 Services Corp., 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 other assets or services in support of 911 or E911 in the Territory or employs Spinco Business Employees (as defined in the Merger Agreement), in each case as of the Closing Date. 







 3. Amendment to Section 1.1. The definition of “Retained
Contract” set forth in Section 1.1 of the Distribution Agreement is hereby amended to read in its entirety as follows: 

“Retained Contract” means (i) any Contract entered into by Verizon or any Subsidiary of Verizon (other than Spinco
or a Spinco Subsidiary), on the one hand, with a non-Affiliate of Verizon, on the other hand, which is used or held for use in the conduct of the Spinco Business as well as the Verizon Business, other than any Blended Customer Contract; and
(ii) any Contract entered into solely between or among Verizon and/or Affiliates of Verizon, other than Transferred Affiliate Arrangements, including, in each case, those Contracts listed in Section 1.1(c) of the Disclosure Letter.

 4. Amendment to Section 1.1. The definition of “Retained Customer Accounts” set forth in
Section 1.1 of the Distribution Agreement is hereby deleted in and removed from Section 1.1 in its entirety. 
 5.
Amendment to Section 1.1. Subparagraph III, following the proviso, of the definition of “Spinco Assets” set forth in Section 1.1 of the Distribution Agreement is hereby amended to read in its entirety as follows:

 III. Any Retained Contracts; 

6. Amendment to Section 1.1. Subparagraph X, following the proviso, of the definition of “Spinco Assets” set
forth in Section 1.1 of the Distribution Agreement is hereby amended to read in its entirety as follows: 
  

	 	X.	the remote switch in Knotts Island, North Carolina as described below where the access lines shall continue to be served by Verizon South Inc. from the host CLLI
PRANVAXBDS0 in Shipps Corner, Virginia after the Distribution Date; 

  

															
	 Base CLLI
	 	Remote CLLI	 	Switch Type	 	Switch Name	 	AAIS Wire Center
Name	 	NPA	 	NXXs	 	Rate Center
	PRANVAXBDS0	 	KNISNCXARS1	 	RSO	 	SHIPPS CORNER	 	SHIPPS CORNER	 	252	 	429	 	Knotts Island

 7. Amendment to
Section 1.1. Subsection (i) of the definition of “Spinco Assets” set forth in Section 1.1 of the Distribution Agreement is hereby amended to include new subparagraphs I as follows: 

 

	 	(I)	any Telephone Plant and other tangible assets together with Contracts, ILEC customer relationships, LD customer relationships and Verizon Online LLC broadband Internet
access services customer relationships, if any, for any customer in the local franchise areas served by the facilities described below: 


the remote switch and pair gains in Crows-Hematite, Virginia as described below where access lines shall be served by Spinco or its
Affiliate from the host CLLI WSSPWVDRRS1 in White Sulphur Spings, West Virginia after the Distribution Date. 
  

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	 Base CLLI
	  	 Remote CLLI
	  	 Switch Type
	  	 Switch Name
	  	 AAIS Wire

Center Name
	  	NPA	  	NXXs	  	 Rate Center

	 WSSPWVDRRS 1
	  	ALGHVAU0016	  	RS1	  	WHITE SULPHUR SPRINGS	  	WHITE SULPHUR SPRINGS	  	540	  	559	  	Crows Hematite
	 WSSPWVDRRS 1
	  	ALGHVAU0001	  	RS1	  	WHITE SULPHUR SPRINGS	  	WHITE SULPHUR SPRINGS	  	540	  	559	  	Crows Hematite
	 WSSPWVDRRS 1
	  	ALGHVAU0002	  	RS1	  	WHITE SULPHUR SPRINGS	  	WHITE SULPHUR SPRINGS	  	540	  	559	  	Crows Hematite
	 WSSPWVDRRS 1
	  	CTVNVAAQ	  	RS1	  	WHITE SULPHUR SPRINGS	  	WHITE SULPHUR SPRINGS	  	540	  	559	  	Crows Hematite

 8. 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 to include new subparagraphs as follows: 

Subsection (ii) prior to the proviso: 

(E) The provision by Verizon Services Corp. of bulk multi-channel video services, bulk broadband Internet access services and other voice,
data and FTTP services at multi-family properties and the provision of joint marketing services with property owners of multi-family properties in the Territory on behalf of certain identified affiliated operating companies; and 

(F) The provision by Verizon Long Distance LLC or Verizon Enterprise Solutions LLC of terminating central office Toll-Free switched long
distance services for small business customers, where the Toll-Free telephone number is associated with a Billing Telephone Number (BTN) that is served by a wirecenter that is otherwise a Spinco Asset. 

Subsection (ii) following the proviso: 

(R) Toll free long distance services, utilizing a 4-digit PIN number in conjunction with a shared Verizon Long Distance 800/888/877 number
(commonly referred to as PTFS services); and 
 (S) Toll Free long distance customers where the associated Billing Telephone
Number (BTN) is resident in the remaining Verizon territory without regard to where the actual terminating Toll-Free Switch resides, it being understood, however, that the local service revenue derived from these customers is part of the Spinco
Business. 
  

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 9. Amendment to Section 1.1. The definition of “Spinco Debt
Expenses” set forth in Section 1.1 of the Distribution Agreement is hereby amended to read in its entirety as follows: 

“Spinco Debt Expenses” means the aggregate amount of all fees and expenses payable to legal advisors and accountants of
Spinco or Verizon incurred in connection with the Special Payment Financing, it being agreed that any other costs, fees or expenses associated with the Special Payment Financing shall be deemed part of the Special Payment Financing and shall not
constitute Spinco Debt Expenses (nor, for the avoidance of doubt, Distribution Date Indebtedness) and shall be borne by Spinco without reimbursement by Verizon. 

10. Amendment to Section 1.1. The definition of “Territory” set forth in Section 1.1 of the
Distribution Agreement is hereby amended to read in its entirety as follows: 
 “Territory” means the local
franchise area of the Contributing Companies in the states of Arizona, Idaho, Illinois, Indiana, Michigan, Nevada, North Carolina, Ohio, Oregon, South Carolina, Washington, West Virginia and Wisconsin, the franchise areas of Verizon West Coast Inc.
and the franchise areas in California served by the following wire centers and the related microwave facilities described below: 
  

															
	 Base CLLI
	  	 Remote CLLI
	  	 Switch Type
	  	 Switch Name
	  	 AAIS Wire Center
Name
	  	NPA	  	NXXs	  	 Rate Center

	 BLYTCAXF92K
	  	        	  	DMS100	  	BLYTHE	  	BLYTHE	  	760	  	921,
922	  	Blythe
	 BLYTCAXF92K
	  	BLYTCABJRL0	  	ANODE	  	INTAKE & RIVERIA	  	BLYTHE	  	760	  	921,
922	  	Blythe
	 BLYTCAXF92K
	  	BLYTCAXHRL1	  	OPM	  	RIPLEY #4	  	BLYTHE	  	760	  	921,
922	  	Blythe
	 BLYTCAXF92K
	  	BLYTCABARL0	  	ANODE	  	FLORENCE & HOBSON	  	BLYTHE	  	760	  	921,
922	  	Blythe
	 BLYTCAXF92K
	  	BLYTCACRRL0	  	AFC-RSC	  	COLORADO RIVER UMC	  	BLYTHE	  	760	  	921,
922	  	Blythe
	 BLYTCAXF92K
	  	BLYTCAXGRS1	  	RSC	  	NORTH RIPLEY	  	BLYTHE	  	760	  	921,
922	  	Blythe
	 BLYTCAXF92K
	  	PLVRCAXFRS1	  	RSC	  	PALO VERDE	  	PALSVDE	  	760	  	854	  	Palo Verde
	 GRDVNVXADS0
	  	WDFRCAXFRS1	  	RSC	  	WOODSFORD-ALPINE	  	ALPINE	  	530	  	694	  	Alpine
	 GRDVNVXADS0
	  	PYVLCAAARL0	  	ANODE-UE	  	ST HWY 88 ANODE-UE	  	ALPINE	  	530	  	694	  	Alpine
	 GRDVNVXADS0
	  	WDFRCAAARL0	  	ANODE	  	MARKLEEVILLE	  	ALPINE	  	530	  	594	  	Alpine
	 GRDVNVXADS0
	  	CEVLCAXFRS6	  	RSC	  	COLEVILLE	  	COLEVLLE	  	530	  	495	  	Coleville
	 PRKRAZXCDS0
	  	BGRVCAXFRLO	  	AFC-LET	  	BIG RIVER LET	  	EARP	  	760	  	665	  	Earp
	 PRKRAZXCDS0
	  	HVSUCAXFRS1	  	RSLE	  	HAVASU LANDING	  	HAVASU	  	760	  	858	  	Havasu Lake
	 BKMTCAXFQ01
	  		  	MICROWAVE	  	BLACK METAL MOUNTAIN	  	PRDMAZXC	  		  		  	
	 BMMTCARSQ02
	  		  	MICROWAVE	  	BIG MARIA MOUNTAIN	  	BLYTCAXF	  		  		  	

 And also including the franchise areas in Virginia served by the following pair gains or remote
CLLIs in Crows-Hematite, Virginia as described below where access lines shall be served by Spinco or its Affiliate from the host CLLI WSSPWVDRRS1 in White Sulphur Spings, West Virginia after the Distribution Date 

 

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	 Base CLLI
	  	 Remote CLLI
	  	 Switch Type
	  	 Switch Name
	  	 AAIS WireCenter Name
	  	NPA	  	NXXs	  	 Rate Center

	 WSSPWVDRRS1
	  	ALGHVAU0016	  	RS1	  	WHITE SULPHUR SPRINGS	  	WHITE SULPHUR SPRINGS	  	540	  	559	  	Crows Hematite
	 WSSPWVDRRS1
	  	ALGHVAU0001	  	RS1	  	WHITE SULPHUR SPRINGS	  	WHITE SULPHUR SPRINGS	  	540	  	559	  	Crows Hematite
	 WSSPWVDRRS1
	  	ALGHVAU0002	  	RS1	  	WHITE SULPHUR SPRINGS	  	WHITE SULPHUR SPRINGS	  	540	  	559	  	Crows Hematite
	 WSSPWVDRRS1
	  	CTVNVAAQ	  	RS1	  	WHITE SULPHUR SPRINGS	  	WHITE SULPHUR SPRINGS	  	540	  	559	  	Crows Hematite

 but excluding the local
franchise area served by the remote switch in Knotts Island, North Carolina as described below where the access lines shall continue to be served by Verizon South Inc. from the host CLLI PRANVAXBDS0 in Shipps Corner, Virginia after the Distribution
Date. 
  

															
	 Base CLLI
	  	 Remote CLLI
	  	 Switch Type
	  	 Switch Name
	  	 AAIS Wire Center Name
	  	NPA	  	NXXs	  	 Rate Center

	 PRANVAXBDS0
	  	KNISNCXARS1	  	RSO	  	SHIPPS CORNER	  	SHIPPS CORNER	  	252	  	429	  	Knotts Island

 11. Amendment and
Restatement of the Disclosure Letter to the Distribution Agreement. The Disclosure Letter to the Distribution Agreement is hereby amended and restated in this entirety as set forth in the Amended and Restated Disclosure Letter attached hereto
and incorporated by this reference. 
 12. Amendment to Section 2.1. Subsection (a) of Section 2.1 is
hereby amended to read in its entirety: 
 (a) Subject to Section 2.1(b) and, in the case of Information, Article VII, on
or prior to the Distribution Date, Verizon shall take or cause to be taken all actions necessary to cause the transfer, assignment, delivery and conveyance of (i) the Non-ILEC Spinco Assets and the Non-ILEC Spinco Liabilities to the
Non-ILEC Spinco Subsidiary, (ii) the ILEC Spinco Assets and the ILEC Spinco Liabilities to the ILEC Spinco Subsidiaries and (iii) the ILEC Spinco Subsidiaries to Spinco (including by contributing stock of an entity holding
one or more ILEC Spinco Subsidiaries); provided that the Spinco Assets described in subparagraph (I) of subsection (i) of the definition of Spinco Assets shall be transferred pursuant to a separate agreement between Frontier and
Verizon to the extent necessary or desirable for regulatory reasons. Spinco shall assume or cause the applicable Spinco Subsidiaries to assume, and thereafter timely pay, perform and discharge, when and as due, or cause the applicable Spinco
Subsidiaries to thereafter timely pay, perform and discharge, when and as due, all of the Spinco Liabilities. 
  

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 13. Amendment to Section 2.4(f). Section 2.4(f) of the Distribution
Agreement is hereby amended to read in its entirety as follows: 
 “(f) Verizon shall pay all Spinco Debt Expenses
(i) on the Closing Date or (ii) on such subsequent date when the fees and expenses are payable to legal advisors or accountants in connection with, the Special Payment Financing.” 

14. Amendment to Article 6. Article 6 is hereby amended to add the following sections as follows: 

Section 6.9 Cross Border Customers. 

On the Distribution Date, an Affiliate or Affiliates of Verizon shall enter into agreements at market rates and terms, to sell special
access circuits to New Communications of the Southwest Inc. to serve customers in Montgomery Pass, Nevada and Sweetwater, Nevada rehomed to Gardenville, Nevada who are currently served by the switch in Bishop, California. 

Section 6.10 Leases. 

(a) On the Distribution Date, an Affiliate or Affiliates of Spinco shall enter into a lease or leases with an Affiliate or Affiliates of
Verizon on standard commercial terms for the facilities at 8001 W. Jefferson Blvd., Fort Wayne, Indiana, according to which Verizon shall lease approximately 12,600 square feet from Spinco for a term of one year after the Distribution Date for an
annual rent of $164,000 plus a pro-rata share of taxes, utilities and operating expenses. 
 (b) On the Distribution Date, an
Affiliate or Affiliates of Spinco shall enter into a lease or leases with an Affiliate or Affiliates of Verizon on standard commercial terms for the facilities at: 
  

	 	•	 	 2200 W. Airfield Dr., DFW Airport, Texas, according to which Spinco shall lease approximately 42,000 square feet from Verizon for a term of one year
after the Distribution Date, such lease to have four, one-year renewal options at Spinco’s election, for an annual rent of $600,000 plus a pro-rata share of taxes, utilities and operating expenses. 



 

	 	•	 	 3632 Roxboro Rd., Durham, North Carolina, according to which Spinco shall lease approximately 2,500 square feet for Network Equipment from Verizon for
a term of five years after the Distribution Date for an annual rent of $63,000 plus a pro-rata share of taxes, utilities and operating expenses. 


  

	 	•	 	 2655 Warrenville Rd., Downers Grove, Illinois, according to which Spinco shall sub-lease approximately 3,527 square feet from Verizon for a term of one
year after the Distribution Date for an annual rent of $61,000 plus a pro-rata share of taxes, utilities and operating expenses. 


  

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 15. Confirmation of Distribution Agreement. Other than as expressly modified pursuant
to this Amendment, all provisions of the Distribution Agreement remain unmodified and in full force and effect. 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the first date
above written. 
  

			
	 VERIZON COMMUNICATIONS INC.

		
	 By:
	 	 /s/ John W. Diercksen

	 Name:
	 	John W. Diercksen
	 Title:
	 	Executive Vice President – Strategy, Planning and Development
	
	 NEW COMMUNICATIONS HOLDINGS INC.

		
	 By:
	 	 /s/ J. Goodwin Bennett

	 Name:
	 	J. Goodwin Bennett
	 Title:
	 	Vice President
		 	

 CONSENT TO AMENDMENT OF DISTRIBUTION AGREEMENT 

Frontier Communications Corporation, by its authorized representative, hereby consents to Amendment No. 2 to the Distribution
Agreement. 
  

			
	 By:
	 	 /s/ Donald R. Shassian

	 Name:
	 	 Donald R. Shassian

	 Title:
	 	 Chief Financial Officer



 

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