Verizon Communications (VZ)

SALE OF TRANSFERRED RIGHTS

Section 2.1 Sale of Transferred Rights .

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

(i) each Seller shall irrevocably sell, transfer, assign, grant and convey the Transferred Rights to the Buyer, with effect on the Closing Date; and

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(ii) the Buyer shall irrevocably purchase the Transferred Rights, and assume and agree to perform and comply with the Assumed Obligations, with effect on and after the Closing Date.

(b) Buyer shall not assume, or be deemed to assume, any liabilities or obligations other than the Assumed Obligations. Each Seller agrees to be and remain responsible for, and agrees to perform and comply with, any such liabilities or obligations, including the Retained Obligations. Nothing herein shall impair or affect the rights and obligations of any Agent under the Loan Documents, including the rights of the Administrative Agent to receive fees under the Fee Letter or rights and obligations under Article IX of the Interim Loan Agreement, subject to the covenants and agreements of the Administrative Agent set forth herein.

(c) Each Seller agrees that, prior to the termination of this Agreement in accordance with Article VI, it shall not, directly or indirectly, sell, transfer, assign, grant or convey any of the Transferred Rights to any Person other than the Buyer.

Section 2.2 Consideration. In full consideration for the purchase by the Buyer of the Transferred Rights as specified in Section 2.1, the Buyer shall pay to each Seller at the Closing an amount equal to 0.96 times the aggregate principal amount of Loans listed next to such Seller’s name on Schedule A (the “Principal Payment Amount”) by wire transfer of immediately available funds to the account designated in writing by such Seller to the Buyer, such designation to be made not less than one (1) calendar day prior to the Closing Date. The Buyer shall also pay to each Seller at the Closing in cash the accrued and unpaid interest (whether or not accrued in the form of PIK Interest) on the Principal Payment Amount under the Interim Loan Agreement by wire transfer of immediately available funds to the account designated by such Seller to the Buyer pursuant to the preceding sentence (the “Accrued Interest Amount”). The aggregate of the Principal Payment Amount and the Accrued Interest Amount and shall be the purchase price (the “Purchase Price”).

Section 2.3 Interim Loan Agreement Amendment. Each of the Sellers hereby irrevocably consents to the Interim Loan Agreement Amendment, and agrees to execute and deliver a counterpart to the Interim Loan Agreement Amendment concurrently with the execution and delivery of this Agreement.

Section 2.4 Consent; No Modifications; Subsequent Transfers.

(a) ACI and ACFI, in their capacity as the Borrowers and otherwise, and Citibank, N.A. in its capacity as Administrative Agent, each hereby consent to the sale,

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transfer, assignment, grant and conveyance of the Transferred Rights and assumption of the Assumed Obligations as specified in Section 2.1, and agree to execute and deliver each Related Assignment and Assumption referred to in Section 2.6. The Sellers, ACI, ACFI, and Citibank, N.A. in its capacity as Administrative Agent, each acknowledge, confirm and agree that such sale, transfer, assignment, grant, conveyance and assumption is pursuant to and in compliance with Section 10.07 of the Interim Loan Agreement, including paragraph (c) thereof. Citibank, N.A. in its capacity as Administrative Agent hereby approves the form of Assignment and Assumption attached hereto as Exhibit A.

(b) ACI and ACFI, in their capacity as the Borrowers and otherwise, and Citibank, N.A. in its capacity as Administrative Agent, each hereby consent to the sale, transfer, assignment, grant or conveyance of the Transferred Rights in whole or in part, and assumption of the Assumed Obligations in whole or in part, after the Closing Date to any direct or indirect subsidiary or other Affiliate of the Buyer (an “Affiliate Transfer”), and agree to execute an Assignment and Assumption in the form of Exhibit A (or such other form as may be reasonably requested by the Buyer) in connection with any Affiliate Transfer promptly upon the request of the Buyer.

Section 2.5 Closing. The closing of the transactions described in Sections 2.1 and 2.2 (the “Closing”) shall take place, at the offices of Debevoise & Plimpton, 919 Third Avenue, New York, New York 10022, at 10:00 a.m., New York City time, on June 10, 2008, or on such other Business Day thereafter as may be agreed by the Buyer and the Sellers (such date, the “Closing Date”); provided that the Closing Date shall not occur later than 3 Business Days after June 10, 2008 without the prior consent of ACI (such consent not to be unreasonably withheld, conditioned or delayed).

Section 2.6 Closing Deliveries. At the Closing:

(a) each Seller shall deliver or cause to be delivered to the Buyer any promissory notes, if any, held by such Seller in respect of the Interim Loans held by such Seller (or lost note documentation satisfactory to the Buyer, if applicable), together with all documents necessary or reasonably appropriate to validly and duly tender, sell, transfer, assign, grant and convey such Interim Loans, any accrued and unpaid interest and fees with respect thereto, and all other Transferred Rights, to the Buyer (including an Assignment and Assumption under the Interim Loan Agreement, in the form of Exhibit A (the “Related Assignment and Assumption”)), executed on behalf of such Seller, ACI, ACFI, the Administrative Agent and any other entity the consent or acknowledgement of which is required under the Interim Loan Agreement); and

(b) the Buyer shall pay the Purchase Price attributable to each Seller as provided in Section 2.2.

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Section 2.7 Administrative Questionnaire; Assignment Fee. Citibank, N.A. in its capacity as Administrative Agent (a) acknowledges and agrees that the Administrative Questionnaire attached hereto as Exhibit B is the form supplied by the Administrative Agent under the Interim Loan Agreement and (b) agrees to waive any and all processing and recordation fees payable under Section 10.07(b)(ii)(B) of the Interim Loan Agreement in connection with (i) the transactions contemplated hereby and (ii) any Affiliate Transfer.

ARTICLE III

SALE OF TRANSFERRED RIGHTS

Section 2.1 Sale of Transferred Rights.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing:

(i) each Seller shall irrevocably sell, transfer, assign, grant and convey the Transferred Rights to the Buyer, with effect on the Closing Date; and

(ii) the Buyer shall irrevocably purchase the Transferred Rights, and assume and agree to perform and comply with the Assumed Obligations, with effect on and after the Closing Date.

(b) The Buyer shall not assume, or be deemed to assume, any liabilities or obligations other than the Assumed Obligations. Each Seller agrees to be and remain responsible for, and agrees to perform and comply with, any such liabilities or obligations, including the Retained Obligations. Nothing herein shall impair or affect the rights and obligations of any Agent under the Loan Documents, including the rights of the Administrative Agent to receive fees under the Fee Letter or rights and obligations under Article IX of the Interim Loan Agreement, subject to the covenants and agreements of the Administrative Agent set forth herein.

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(c) Each Seller agrees that, prior to the termination of this Agreement in accordance with Article VI, it shall not, directly or indirectly, sell, transfer, assign, grant or convey any of the Transferred Rights to any Person other than the Buyer.

Section 2.2 Consideration. In full consideration for the purchase by the Buyer of the Transferred Rights as specified in Section 2.1, the Buyer shall pay to each Seller at the Closing in cash the amount specified opposite such Seller’s name under the heading “Principal Payment Amount” in Schedule A by wire transfer of immediately available funds to the account designated in writing by such Seller to the Buyer, such designation to be made not less than one (1) calendar day prior to the Closing Date. The Buyer shall also pay to each Seller at the Closing in cash the accrued and unpaid interest (whether or not accrued in the form of PIK Interest) on the Principal Payment Amount under the Interim Loan Agreement by wire transfer of immediately available funds to the account designated by such Seller to the Buyer pursuant to the preceding sentence (the “Accrued Interest Amount”). The aggregate of the Principal Payment Amount and the Accrued Interest Amount shall be the purchase price (the “Purchase Price”).

Section 2.3 Interim Loan Agreement Amendment. Each of the Sellers hereby irrevocably consents to the Interim Loan Agreement Amendment, and agrees to execute and deliver a counterpart to the Interim Loan Agreement Amendment concurrently with the execution and delivery of this Agreement.

Section 2.4 Consent; No Modifications; Subsequent Transfers.

(a) ACI and ACFI, in their capacity as the Borrowers and otherwise, and Citibank, N.A. in its capacity as Administrative Agent, each hereby consent to the sale, transfer, assignment, grant and conveyance of the Transferred Rights and assumption of the Assumed Obligations as specified in Section 2.1, and agree to execute and deliver each Related Assignment and Assumption referred to in Section 2.6. The Sellers, ACI, ACFI, and Citibank, N.A. in its capacity as Administrative Agent, each acknowledge, confirm and agree that such sale, transfer, assignment, grant, conveyance and assumption is pursuant to and in compliance with Section 10.07 of the Interim Loan Agreement, including paragraph (c) thereof. Citibank, N.A. in its capacity as Administrative Agent hereby approves the form of Assignment and Assumption attached hereto as Exhibit A.

(b) Atlantis, ACI and ACFI hereby represent, warrant and confirm to the Buyer that they have delivered to the Buyer true, complete and correct copies of the Interim Loan Agreement, the other Loan Documents, the Commitment Letter, the Fee Letter and the Engagement Letter as amended, restated, waived, supplemented or otherwise modified and in effect on the date hereof, in each case including all schedules, annexes and exhibits thereto. The Sellers, Atlantis, ACI and ACFI agree that, from and after the date hereof until the earlier of the Merger Termination Date and the date of termination of this Agreement by the Sellers, the Loan Documents, Engagement Letter

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and Fee Letter (in each case to the extent that such Party is a party thereto or a Lender thereunder) shall not be amended, restated, waived, supplemented or otherwise modified without the prior written consent of the Buyer, except as expressly provided in this Agreement and the Fee Letter Waiver Agreement.

(c) ACI and ACFI, in their capacity as the Borrowers and otherwise, and Citibank, N.A. in its capacity as Administrative Agent, each hereby consent to the sale, transfer, assignment, grant or conveyance of the Transferred Rights in whole or in part, and assumption of the Assumed Obligations in whole or in part, after the Closing Date to any direct or indirect subsidiary or other Affiliate of the Buyer (an “Affiliate Transfer”), and agree to execute an Assignment and Assumption in the form of Exhibit A (or such other form as may be reasonably requested by the Buyer) in connection with any Affiliate Transfer promptly upon the request of the Buyer.

(d) ACI and ACFI each hereby confirm that they do not intend to take the position that the Interim Loans have been or will be subject to a “significant modification” within the meaning of Treasury Regulations Section 1.1001-3 or otherwise have been or will be deemed to be reissued for U.S. federal income tax purposes (a “Reissuance Event”) (i) by reason of the occurrence of any event or change in terms contemplated by or provided for in the Loan Documents (including, without limitation, the rollover of the Loans or any increase to the interest rate) or (ii) prior to the Merger Termination Date, by reason of any change in terms provided for in the Interim Loan Agreement Amendment or any transactions related thereto. ACI and ACFI will reasonably consult with the Buyer prior to taking any position that a Reissuance Event has occurred with respect to the Interim Loans.

(e) ACI hereby agrees to deliver to the Buyer, concurrently with the signing of this Agreement, a certificate of a Responsible Officer of ACI, dated as of the date hereof, substantially in the form attached hereto as Exhibit E, certifying that (i) the representations and warranties set forth in Article V of the Interim Loan Agreement, the Interim Loan Agreement Amendment and any other Loan Document are true and correct in all material respects as of the date hereof with the same effect as if made on the date hereof except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date, and (ii) no Default has occurred and is continuing under the Interim Loan Agreement.

Section 2.5 Closing. The closing of the transactions described in Sections 2.1 and 2.2 (the “Closing”) shall take place, at the offices of Debevoise & Plimpton, 919 Third Avenue, New York, New York 10022, at 10:00 a.m., New York City time, on June 10, 2008, or on such other Business Day thereafter as may be agreed by the Buyer and the Sellers (such date, the “Closing Date”); provided that the Closing Date shall not occur later than 3 Business Days after June 10, 2008 without the prior consent of ACI (such consent not to be unreasonably withheld, conditioned or delayed).

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Section 2.6 Closing Deliveries. At the Closing:

(a) each Seller shall deliver or cause to be delivered to the Buyer any promissory notes, if any, held by such Seller in respect of the Interim Loans held by such Seller (or lost note documentation satisfactory to the Buyer, if applicable), together with all documents necessary or reasonably appropriate to validly and duly tender, sell, transfer, assign, grant and convey such Interim Loans, any accrued and unpaid interest and fees with respect thereto, and all other Transferred Rights, to the Buyer (including an Assignment and Assumption under the Interim Loan Agreement, in the form of Exhibit A (the “Related Assignment and Assumption”)), executed on behalf of such Seller, ACI, ACFI, the Administrative Agent and any other entity the consent or acknowledgement of which is required under the Interim Loan Agreement); and

(b) the Buyer shall pay the Purchase Price attributable to each Seller as provided in Section 2.2.

Section 2.7 Administrative Questionnaire; Assignment Fee. Citibank, N.A. in its capacity as Administrative Agent (a) acknowledges and agrees that the Administrative Questionnaire attached hereto as Exhibit B is the form supplied by the Administrative Agent under the Interim Loan Agreement and (b) agrees to waive any and all processing and recordation fees payable under Section 10.07(b)(ii)(B) of the Interim Loan Agreement in connection with (i) the transactions contemplated hereby and (ii) any Affiliate Transfer.

Section 2.8 Reimbursement of Expenses. At the Closing, the Company shall reimburse the Sellers and their Affiliates for all of their reasonable and documented expenses (including of legal counsel) incurred since the date of the Interim Loan Agreement through the Closing Date owing under Section 10.04 of the Interim Loan Agreement and in connection with any previous efforts to refinance the Interim Loans.

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ARTICLE III