TO VERIZON NEW ENGLAND,
INSTEAD OF BEING ISSUED BY SPINCO TO VERIZON,
(IV) THE DEBT EXCHANGE SHALL BE UNDERTAKEN BY VERIZON NEW ENGLAND WITH ITS
CREDITORS OR STOCKHOLDERS, INSTEAD OF BEING UNDERTAKEN BY VERIZON WITH VERIZON'S
CREDITORS OR STOCKHOLDERS,
(V) VERIZON AND VERIZON NEW ENGLAND SHALL TRANSFER OR CAUSE TO BE TRANSFERRED TO
SPINCO (OR TO SUBSIDIARIES THEREOF) ALL OF THE SPINCO ASSETS AND LIABILITIES IN
SUCH A MANNER THAT, IMMEDIATELY PRIOR TO THE MERGER, NO ASSETS OR LIABILITIES
(OTHER THAN STOCK OR OTHER EQUITY INTERESTS IN SUBSIDIARIES) SHALL BE HELD
DIRECTLY BY SPINCO; AND
(VI) SPINCO SHALL BE DISTRIBUTED IN THE INTERNAL SPINOFFS AND IN THE
DISTRIBUTION AND SHALL PARTICIPATE IN THE MERGER.
If Verizon makes the Election, all applicable provisions of this Agreement and
the other Transaction Agreements shall be amended by the parties thereto as
appropriate to reflect the Election.
For example, the definition of the Special
Dividend shall be revised to refer to Verizon New England's estimate of its tax
basis in Spinco, instead of Verizon's estimate of its tax basis in Spinco.
(F)
THE PARTIES RECOGNIZE THAT SPINCO AND THE
COMPANY DESIRE THAT AS OF THE TIME OF THE DISTRIBUTION THE AMOUNT OF CURRENT
ASSETS EXCEEDS THE AMOUNT OF CURRENT LIABILITIES AND THEREFORE VERIZON AGREES TO
USE COMMERCIALLY REASONABLE EFFORTS TO CONDUCT THE SPINCO BUSINESS IN A MANNER
THAT WOULD CAUSE CURRENT ASSETS TO EXCEED CURRENT LIABILITIES AS OF THE TIME OF
THE DISTRIBUTION.
(G)
VERIZON SHALL PAY ALL SPINCO DEBT EXPENSES
(I) ON THE CLOSING DATE OR (II) ON SUCH SUBSEQUENT DATE WHEN THE FEES AND
EXPENSES PAYABLE TO LENDERS OR THE LENDERS' ADVISORS PURSUANT TO THE TERMS OF
THE NEW FINANCING (OR ALTERNATIVE FINANCING) IN
23
CONNECTION WITH THE CONSUMMATION OF THE NEW FINANCING (OR ALTERNATIVE
FINANCING), OTHER THAN THE SPINCO DEBT EXPENSES, ARE PAID BY THE SURVIVING
CORPORATION.
ARTICLE III
CONDITIONS
SECTION 3.1
CONDITIONS TO THE
DISTRIBUTION.
THE OBLIGATIONS OF VERIZON PURSUANT TO THIS AGREEMENT TO EFFECT
THE DISTRIBUTION SHALL BE SUBJECT TO THE FULFILLMENT (OR WAIVER BY VERIZON) ON
OR PRIOR TO THE DISTRIBUTION DATE (PROVIDED THAT CERTAIN OF SUCH CONDITIONS WILL
OCCUR SUBSTANTIALLY CONTEMPORANEOUS WITH THE DISTRIBUTION) OF EACH OF THE
CONDITIONS SET FORTH IN SECTION 8.1 AND SECTION 8.2 OF THE MERGER AGREEMENT,
EXCEPT THE CONSUMMATION OF THE CONTRIBUTION AND THE DISTRIBUTION AND THE OTHER
TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 3.2
WAIVER OF CONDITIONS.
TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE CONDITION SET FORTH IN SECTION 3.1
HEREOF MAY BE WAIVED IN THE SOLE DISCRETION OF VERIZON.
THE CONDITION SET FORTH
IN SECTION 3.1 IS FOR THE SOLE BENEFIT OF VERIZON AND SHALL NOT GIVE RISE TO OR
CREATE ANY DUTY ON THE PART OF VERIZON TO WAIVE OR NOT WAIVE ANY SUCH
CONDITIONS.
ARTICLE IV
THE DISTRIBUTION
SECTION 4.1
RECORD DATE AND DISTRIBUTION
DATE.
SUBJECT TO THE SATISFACTION, OR TO THE EXTENT PERMITTED BY APPLICABLE
LAW, WAIVER, OF THE CONDITIONS SET FORTH IN SECTION 3.1, THE BOARD OF DIRECTORS
OF VERIZON, CONSISTENT WITH THE MERGER AGREEMENT AND