Verizon Communications (VZ)

TERMINATION

Section 6.1 Termination by Buyer. The Buyer may terminate this Agreement with respect to all Sellers if any Seller has failed to consummate the transactions contemplated hereby upon satisfaction of the conditions set forth in Sections 5.1 and 5.3, without any further liability on the part of the Buyer, on June 27, 2008 (the “End Date”) or thereafter; provided that the Buyer is not in breach of its obligations hereunder.

Section 6.2 Termination by Sellers. The Sellers may terminate this Agreement with respect to the Buyer (as between the Buyer and each Seller) if the Buyer has failed to consummate the transactions contemplated hereby upon satisfaction of the conditions set forth in Sections 5.1 and 5.2, without any further liability on the part of the Seller, on or after the End Date; provided that no Seller is in material breach of its obligations hereunder.

ARTICLE VII

TERMINATION

Section 6.1 Termination by Buyer. The Buyer may terminate this Agreement with respect to all Sellers if any Seller has failed to consummate the transactions contemplated hereby upon satisfaction of the conditions set forth in Sections 5.1 and 5.3, without any further liability on the part of the Buyer, on June 27, 2008 (the “End Date”) or thereafter; provided that the Buyer is not in material breach of its obligations hereunder.

Section 6.2 Termination by Sellers. The Sellers may terminate this Agreement with respect to the Buyer (as between the Buyer and each Seller) if the Buyer has failed to consummate the transactions contemplated hereby upon satisfaction of the conditions set forth in Sections 5.1 and 5.2, without any further liability on the part of the Sellers, on or after the End Date; provided that no Seller is in material breach of its obligations hereunder.

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ARTICLE VII

TERMINATION

Section 7.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the written agreement of Buyer and the Company;

(b) by either Buyer or the Company by notice to the other party, if:

(i) the Closing shall not have been consummated on or before August 31, 2009 (the “End Date”); provided that (x) the right to terminate this Agreement pursuant to this Section 7.1(b)(i) shall not be available to any party whose breach of any provision of this Agreement results in the failure of the Closing to be consummated by such time, or available to Parent or Buyer if the Closing shall not have occurred as a result of the failure of Parent or Buyer to obtain the Financing, (y) if the condition set forth in Section 6.2(d) shall not have been satisfied solely by reason of the failure of any Required Governmental Consent that has been obtained to have become a Final Order, neither party may terminate this Agreement prior to the 60th day after the date on which such Required Governmental Consent was obtained and (z) if the Financing Period shall have commenced on or before the End Date, but not ended on or before the End Date, the End Date shall be automatically extended to the date that is five Business Days after the end of the Financing Period; or

(ii) (x) there shall be any Law that makes consummation of the Closing illegal or otherwise prohibited or (y) any judgment, injunction, order or decree of any Governmental Authority having competent jurisdiction enjoining Parent, Buyer or the Company from consummating the Closing is entered and such judgment, injunction, order or decree shall have become final and nonappealable; provided that (x) the right to terminate this Agreement pursuant to this Section 7.1(b)(ii) shall not be available to any party whose breach of any provision of this Agreement results in the imposition of such judgment, injunction, order or decree;

(c) by Buyer by notice to the Company, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company set forth in this Agreement shall have occurred that would cause the condition set forth in Section 6.2(a) not to be satisfied, and such breach is incapable of being cured by the End Date; or

(d) by the Company by notice to Buyer, if a breach of any representation or warranty or failure to perform any covenant or agreement on the

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part of Parent or Buyer set forth in this Agreement shall have occurred that would cause the condition set forth in Section 6.3(a) not to be satisfied, and such breach is incapable of being cured by the End Date.

Section 7.2 Effect of Termination.

(a) If this Agreement is terminated pursuant to Section 7.1, this Agreement shall become void and of no effect without liability of any party (or any of its directors, officers, employees, stockholders, Affiliates, agents, representatives or advisors) to the other party hereto except as set forth in Section 4.6(c), the last sentence of Section 4.12, Section 4.13(e), and Section 7.2(b); provided that no such termination shall relieve either party of liability for fraud or intentional misrepresentation, or intentional conduct constituting or resulting in a breach of this Agreement. The provisions of this Section 7.2 and of Section 4.6(c), the last sentence of Section 4.12, Section 4.13(e), Sections 8.1 and 8.2, and Article IX, shall survive any termination hereof pursuant to Section 7.1.

(b) If this Agreement is terminated pursuant to Section 7.1, and the proximate cause of such termination is the failure to satisfy any condition set forth in Section 6.1(a), 6.1(b), 6.2(d), 6.2(e) or 6.3(b) as a result of Parent’s or Buyer’s decision not to agree to any action, restriction, condition or constraint or combination thereof that would meet the standard set forth in clause (x), and not clause (y), of the definition of Burdensome Condition but would not result in aggregate divestitures in excess of 2.8 million subscribers of the Company, Parent or any of their respective Subsidiaries, then Buyer shall pay to the Company contemporaneously with such termination an amount equal to $500 million in cash.