Amendment No. 1 to Distribution Agreement



 Exhibit 10.2 
 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”). 
  

 2 








 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,

 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;

 Subsection (O); 
  

 3 








 Verizon Smart Phone service or One Phone service as provided generally by Verizon Online LLC; 

Subsection (P)
 any “interLATA”
non-ILEC switched or data services provided by Verizon Long Distance LLC and Verizon Enterprise Solutions LLC, which includes private line, asynchronous transfer mode (“ATM”), frame relay, Ethernet and dedicated access voice services (not
including Toll Free Services if Verizon exercises its right described in Subsection (iii) below) or any services that Verizon Long Distance LLC and Verizon Enterprise Solutions LLC provide through separate third party Agreements; or 

8. Amendment to Section 1.1. The definition of “Spinco Business” set forth in Section 1.1 of the Distribution Agreement is
hereby amended to include a new Subsection (iii) to read in its entirety as follows: 
 (iii) Verizon shall have the right (but not the
obligation), exercisable by written notice to the Company no less than 90 days prior to the Distribution Date, to add the following activity as part of the definition of the included “Spinco Business”: 
 The provision by Verizon Long Distance LLC or Verizon Enterprise Solutions LLC of terminating central office switched long distance services for small
business customers, switched by wire centers which are otherwise Spinco Assets (“Toll Free Services”) which service must be provided in conjunction with a toll free telephone number. 
 If Verizon exercises the above described right, the above provision will be deemed added to the definition of the include Spinco Business and,
simultaneously the definition of “Spinco Business” will be further revised to add a new Subsection (P-1), which shall read in its entirety as follows: 
 (P-1) 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). 
 9. 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: 
  

 4 









															
	 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	  		  		  	

 10. Amendment to Section 11.1. The definition of “Toll Free Services” shall
be added to section 1.1 of the Distribution Agreement to read in its entirety as follows: 
 “Toll Free Services” has the
meaning set forth in the definition of “Spinco Business” in subsection (iii). 
 11. Amendment to Section 1.1. The
definition of “Verizon Assets” set forth in Section 1.1 of the Distribution Agreement Subsection (i)(C) is hereby amended to read in its entirety as follows: 
  

	 	(C)	any Asset of the dial-up, broadband Internet access or LD portions of the Spinco Business, other than (1) any customer relationships (including related value-added services
customer relationships), (2) 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, (3) the POP Equipment, and (4) VHO/POP Transmission Equipment. 

  

 5 








 12. Amendment to Section 1.1. The definition of “VHO/POP Transmission Equipment”
shall be added to Section 1.1 of the Distribution Agreement to read in its entirety as follows: 
 “VHO/POP Transmission
Equipment” has the meaning set forth in the definition of “Spinco Assets” in subsection (i)(G). 
 13. Amendment to
Section 1.1(a) Disclosure Letter to the Distribution Agreement. Section 1.1(a) of the Disclosure Letter (“Retained Customer Accounts”) is hereby revised and amended as set forth in the Revised and Amended Section 1.1(a)
to the Disclosure Letter to the Distribution Agreement of even date herewith. 
 14. 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. 
 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/    STEPHEN E. SMITH
	 		 	
					
		 	Name:	 	Stephen E. Smith	 		 	
					
		 	Title:	 	Vice President	 		 	

  

 6 








 CONSENT TO AMENDMENT OF DISTRIBUTION AGREEMENT 
 Frontier Communications Corporation, by its authorized representative hereby consents to Amendment No. 1 to Distribution Agreement and further agrees that the terms
of paragraph 3 hereof supersede any conflicting terms on the same subject matter in the Agreement and Plan of Merger and exhibits thereto (“Merger Agreement”). 
  

			
	By:	 	 /s/    DONALD R. SHASSIAN

		
	Name:	 	Donald R. Shassian
		
	Title:	 	 Executive Vice President and
 Chief Financial Officer



  

 7