Verizon Communications (VZ)

Article 2. Definitions

Whenever the following terms are used in the Plan, with their initial letter(s) capitalized, they shall have the meanings set forth below:

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Notwithstanding the provisions of Section 2.6(a), (b), and (c) hereof, a Change in Control shall not occur if:

For the purposes of this Section 2.6, “Person” means any corporation, partnership, firm, joint venture, association, individual, trust, or other entity, but does not include the Company or any of its wholly-owned or majority-owned subsidiaries, employee benefit plans, or related trusts; and “Incumbent Board” means those persons who either (A) have been members of the Board of Directors of the Company since January 1, 2009, or (B) are new Directors whose election by the Board of Directors or nomination for election by the shareholders of the Company was approved by a vote of at least three-fourths of the members of the Incumbent Board then in office who either were Directors described in clause (A) hereof or whose election or nomination for election was previously so approved, but shall not include any Director elected as a result of an actual or threatened solicitation of proxies by any Person.

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DEFINITIONS

Section 1.1 Definitions. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Interim Loan Agreement. As used in this Agreement, the following terms have the meanings specified below:

“Accrued Interest Amount” has the meaning assigned to such term in Section 2.2.

“ACI” has the meaning assigned to such term in the preamble hereof.

“ACFI” has the meaning assigned to such term in the preamble hereof.

“Affiliate Transfer” has the meaning assigned to such term in Section 2.4(b).

“Agreement” has the meaning assigned to such term in the preamble hereof.

“Assumed Obligations” means, with respect to any Seller, all obligations and liabilities of such Seller in its capacity as a Lender under the Interim Loan Agreement to the extent relating to the Interim Loans of such Seller included in the Transferred Rights and resulting from facts, events or circumstances arising or occurring on or after the Closing Date.

“Atlantis” has the meaning assigned to such term in the first recital hereof.

“Benefit Plan” means an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Code or any Person whose assets include (for purposes of U.S. Department of Labor Regulations Section 2510.3-101 or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“Buyer” means the Partnership and any assignee of the Partnership in accordance with Section 7.5.

“Buyer Excluded Information” has the meaning assigned to such term in Section 4.3(b).

“Closing” has the meaning assigned to such term in Section 2.5.

“Closing Date” has the meaning assigned to such term in Section 2.5.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated under it.

“Company” has the meaning assigned to such term in the first recital hereof.

“Debt Purchase Agreement” means the Debt Purchase Agreement, dated as of the date hereof, by and among the Partnership, the Sellers listed therein, ACI, ACFI, Atlantis and Citibank, N.A. as administrative agent under the Interim Loan Agreement.

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“Distribution” means any payment or other distribution, whether received by setoff or otherwise, of cash (including interest), notes, securities, or other property or proceeds under or in respect of the Transferred Rights.

“Engagement Letter” means the Engagement Letter, dated as of May 20, 2007, as amended on November 16, 2007, among Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P. and Atlantis, as amended, restated, waived, supplemented or otherwise modified from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated under it.

“Fee Letter” means the Fee Letter, dated as of May 20, 2007, as amended on November 16, 2007, among Citigroup Global Markets, Inc., Goldman Sachs Credit Partners L.P., Goldman, Sachs & Co., Barclays Bank PLC, The Royal Bank of Scotland plc, RBS Securities Corporation and Atlantis, as amended, restated, waived, supplemented or otherwise modified from time to time.

“Interest and Fees” means all interest and fees (including commitment, facility, amendment, consent, waiver, “rollover”, “conversion” and other fees) that are paid in connection with the Interim Loans in accordance with any of the Loan Documents from and after the Closing Date.

“Interim Loan” has the meaning assigned to such term in the third recital hereof.

“Interim Loan Agreement” has the meaning assigned to such term in the third recital hereof.

“Interim Loan Agreement Amendment” means the amendment to the Interim Loan Agreement in the form attached hereto as Exhibit C, including the Guarantor Ratification annexed thereto.

“Merger Agreement” has the meaning assigned to such term in the first recital hereof.

“Merger Sub” has the meaning assigned to such term in the first recital hereof.

“Orders” has the meaning assigned to such term in Section 3.2.

“Partnership” has the meaning assigned to such term in the preamble hereof.

“Party” means the Buyer, a Seller, ACI, ACFI or the Administration Agent, as applicable.

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“Purchase Price” has the meaning assigned to such term in Section 2.2.

“Related Assignment and Assumption” has the meaning assigned to such term in Section 2.6.

“Retained Obligations” means, with respect to any Seller, all obligations and liabilities of such Seller relating to the Transferred Rights that (i) result from facts, events or circumstances arising or occurring prior to the Closing Date, (ii) result from such Seller’s breach of its representations, warranties, covenants or agreements under this Agreement or the Loan Documents, (iii) result from such Seller’s bad faith, gross negligence, or willful misconduct or (iv) are attributable to such Seller’s actions, inactions or obligations in any capacity other than as a Lender under the Loan Documents.

“Seller” has the meaning assigned to such term in the preamble hereof.

“Seller Excluded Information” has the meaning assigned to such term in Section 3.3(b).

“Transferred Rights” means, with respect to each Seller, any and all of such Seller’s right, title, and interest in, to and under the aggregate principal amount of Interim Loans set forth opposite such Seller’s name in Schedule A and, to the extent related thereto, the following:

(a) all other amounts (including any PIK Interest) funded by or payable to such Seller under the Loan Documents in respect of periods from and after the Closing Date;

(b) the Loan Documents, other than rights of such Seller and obligations owed to such Seller under Sections 3.01, 3.04, 3.05, 10.04 and 10.05 of the Interim Loan Agreement with respect to facts, events or and circumstances arising or occurring prior to the Closing Date;

(c) all Guarantees in respect of the foregoing;

(d) all cash, securities, or other property, and all setoffs and recoupments, received, applied, or effected by or for the account of such Seller under the Interim Loans and other extensions of credit under the Loan Documents (whether for principal, interest, fees or otherwise) in respect of periods from and after the Closing Date, including all Distributions obtained by or through redemption, consummation of a plan of reorganization, restructuring or liquidation of any Borrower, any Guarantor or the Loan Documents, or otherwise, and all cash, securities, interest, dividends, and other property that may be exchanged for, or distributed or collected with respect to, any of the foregoing;

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(e) the economic benefit of permanent commitment reductions, permanent repayments of principal, and any Interest and Fees received by such Seller from and after the Closing Date; and

(f) all proceeds of the foregoing.

Notwithstanding the foregoing, Transferred Rights shall not include rights referred to in the last sentence of Section 2.1(b).

Section 1.2 Construction. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Section, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning given to such term in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, restated, waived, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

ARTICLE II

DEFINITIONS

Section 1.1 Definitions. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Interim Loan Agreement. As used in this Agreement, the following terms have the meanings specified below:

“Accrued Interest Amount” has the meaning assigned to such term in Section 2.2.

“ACI” has the meaning assigned to such term in the preamble hereof.

“ACFI” has the meaning assigned to such term in the preamble hereof.

“Affiliate Transfer” has the meaning assigned to such term in Section 2.4(c).

“Agreement” has the meaning assigned to such term in the preamble hereof.

“Assumed Obligations” means, with respect to any Seller, all obligations and liabilities of such Seller in its capacity as a Lender under the Interim Loan Agreement to the extent relating to the Interim Loans of such Seller included in the Transferred Rights and resulting from facts, events or circumstances arising or occurring on or after the Closing Date.

“Atlantis” has the meaning assigned to such term in the preamble hereof.

“Benefit Plan” means an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Code or any Person whose assets include (for purposes of U.S. Department of Labor Regulations Section 2510.3-101 or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

“Buyer” means the Partnership and any assignee of the Partnership in accordance with Section 7.5.

“Buyer Excluded Information” has the meaning assigned to such term in Section 4.4(b).

“Closing” has the meaning assigned to such term in Section 2.5.

“Closing Date” has the meaning assigned to such term in Section 2.5.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated under it.

“Commitment Letter” means the Commitment Letter, dated as of May 20, 2007, among Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P., Barclays Bank plc, The Royal Bank of Scotland plc, RBS Securities Corporation and Atlantis, as amended, restated, waived, supplemented or otherwise modified from time to time.

“Company” has the meaning assigned to such term in the first recital hereof.

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“Distribution” means any payment or other distribution, whether received by setoff or otherwise, of cash (including interest), notes, securities, or other property or proceeds under or in respect of the Transferred Rights.

“End Date” has the meaning assigned to such term in Section 6.1.

“Engagement Letter” means the Engagement Letter, dated as of May 20, 2007, as amended on November 16, 2007, among Citigroup Global Markets Inc., Goldman Sachs Credit Partners L.P. and Atlantis, as amended, restated, waived, supplemented or otherwise modified from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated under it.

“Fee Letter” means the Fee Letter, dated as of May 20, 2007, as amended on November 16, 2007, among Citigroup Global Markets, Inc., Goldman Sachs Credit Partners L.P., Goldman, Sachs & Co., Barclays Bank PLC, The Royal Bank of Scotland plc, RBS Securities Corporation and Atlantis, as amended, restated, waived, supplemented or otherwise modified from time to time.

“Fee Letter Waiver Agreement” means the Amendment, Waiver and Assignment Agreement, dated as of the date hereof, among the Partnership, the Buyer (as defined therein), Merger Sub, the Company, Atlantis, and each person listed on Schedule A thereto, as amended, restated, waived, supplemented or otherwise modified from time to time.

“Impairment” means any claim, counterclaim, setoff, defense, action, demand, litigation (including administrative proceedings or derivative actions), Lien, right (including expungement, avoidance, reduction, contractual or equitable subordination, or otherwise) or defect, other than those created pursuant to the Loan Documents and the Fee Letter, the effect of which does, or would, adversely affect the Transferred Rights, in whole or in part.

“Interest and Fees” means all interest and fees (including commitment, facility, amendment, consent, waiver, “rollover”, “conversion” and other fees) that are paid in connection with the Interim Loans in accordance with any of the Loan Documents from and after the Closing Date.

“Interim Loan” has the meaning assigned to such term in the third recital hereof.

“Interim Loan Agreement” has the meaning assigned to such term in the third recital hereof.

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“Interim Loan Agreement Amendment” means the amendment to the Interim Loan Agreement in the form attached hereto as Exhibit C, including the Guarantor Ratification annexed thereto.

“Merger Agreement” has the meaning assigned to such term in the first recital hereof.

“Merger Sub” has the meaning assigned to such term in the first recital hereof.

“Merger Termination Date” means the first date on which (1) the Merger Agreement is terminated in accordance with its terms and (2) the Merger (as defined therein) shall not have been consummated.

“New York Courts” has the meaning assigned to such term in Section 7.1.

“Orders” has the meaning assigned to such term in Section 3.2.

“Partnership” has the meaning assigned to such term in the preamble hereof.

“Party” means the Buyer, a Seller, ACI, ACFI, Atlantis or the Administration Agent, as applicable.

“Purchase Price” has the meaning assigned to such term in Section 2.2.

“Registration Rights Agreement” has the meaning assigned to such term in Section 5.2(d).

“Reissuance Event” has the meaning assigned to such term in Section 2.4(c).

“Related Assignment and Assumption” has the meaning assigned to such term in Section 2.6(a).

“Retained Obligations” means, with respect to any Seller, all obligations and liabilities of such Seller relating to the Transferred Rights that (i) result from facts, events or circumstances arising or occurring prior to the Closing Date, (ii) result from such Seller’s breach of its representations, warranties, covenants or agreements under this Agreement or the Loan Documents, (iii) result from such Seller’s bad faith, gross negligence, or willful misconduct or (iv) are attributable to such Seller’s actions, inactions or obligations in any capacity other than as a Lender under the Loan Documents.

“Seller” has the meaning assigned to such term in the preamble hereof.

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“Seller Excluded Information” has the meaning assigned to such term in Section 3.6(b).

“Transferred Rights” means, with respect to each Seller, any and all of such Seller’s right, title, and interest in, to and under the aggregate principal amount of Interim Loans set forth opposite such Seller’s name in Schedule A and, to the extent related thereto, the following:

(a) all other amounts (including any PIK Interest) funded by or payable to such Seller under the Loan Documents in respect of periods from and after the Closing Date;

(b) the Loan Documents, other than rights of such Seller and obligations owed to such Seller under Sections 3.01, 3.04, 3.05, 10.04 and 10.05 of the Interim Loan Agreement with respect to facts, events or and circumstances arising or occurring prior to the Closing Date;

(c) all Guarantees in respect of the foregoing;

(d) all cash, securities, or other property, and all setoffs and recoupments, received, applied, or effected by or for the account of such Seller under the Interim Loans and other extensions of credit under the Loan Documents (whether for principal, interest, fees or otherwise) in respect of periods from and after the Closing Date, including all Distributions obtained by or through redemption, consummation of a plan of reorganization, restructuring or liquidation of any Borrower, any Guarantor or the Loan Documents, or otherwise, and all cash, securities, interest, dividends, and other property that may be exchanged for, or distributed or collected with respect to, any of the foregoing;

(e) the economic benefit of permanent commitment reductions, permanent repayments of principal, and any Interest and Fees received by such Seller from and after the Closing Date; and

(f) all proceeds of the foregoing.

Notwithstanding the foregoing, Transferred Rights shall not include rights referred to in the last sentence of Section 2.1(b).

Section 1.2 Construction. The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Exhibits and Schedules are to Articles, Section, Exhibits and Schedules of this Agreement unless otherwise specified. All Exhibits and

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Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized term used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning given to such term in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any agreement or contract are to that agreement or contract as amended, restated, waived, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. Any reference to “days” means calendar days unless Business Days are expressly specified. If any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter.

ARTICLE II

Definitions.

For purposes of this Policy,

“Related Person” means:

1. any person who has served as a Director or a Verizon executive officer (“Officer”) at any time during the Corporation’s last fiscal year;

2. any person whose nomination to become a Director has been presented in a proxy statement relating to the election of Directors since the beginning of the Corporation’s last fiscal year;

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3. any person who was at any time during the Corporation’s last fiscal year an “Immediate Family Member” of any of the persons listed above. Immediate Family Member means spouse, child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the Director, Officer or nominee, and any person (other than a tenant or employee) sharing the household of such Director, Officer or nominee; or

4. any person or any Immediate Family Member of such person who is known to the Corporation to be the beneficial owner of more than 5 percent of the Corporation's stock at the time of the Transaction (as defined below).

    “Related Person’s Firm” means any firm, corporation or other entity in which a Related Person is an executive officer or general partner or in which all Related Persons together have a 10 percent or more ownership interest.

    “Transaction” means any transaction, arrangement or relationship with Verizon since the beginning of the Corporation’s last fiscal year in an amount greater than $120,000 that involves or will involve a Related Person or a Related Person’s Firm. It does not include:

    “Related Person Transaction” means a Transaction in which a Related Person is determined to have, had, or will have a direct or indirect material interest.