AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 13, 2009 BY AND AMONG VERIZON COMMUNICATIONS INC., NEW COMMUNICATIONS HOLDINGS INC. AND FRONTIER COMMUNICATIONS CORPORATIONMerger Agreement • May 15th, 2009 • Frontier Communications Corp • Telephone communications (no radiotelephone) • New York
TAX SHARING AGREEMENTTax Sharing Agreement • May 15th, 2009 • Frontier Communications Corp • Telephone communications (no radiotelephone)
This Tax Sharing Agreement (this “Agreement”) is entered into as of May 13, 2009, by and among Verizon Communications Inc., a Delaware corporation (“Verizon”), New Communications Holdings Inc., a newly formed Delaware corporation and a wholly owned subsidiary of Verizon (“Spinco”), Frontier Communications Corporation, a Delaware corporation (the “Company”), and the entities set forth on Schedule A hereto (the “ILEC Spinco Subsidiaries”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement, dated as of the date hereof, by and among Verizon, the Company and Spinco (the “Merger Agreement”) or the Distribution Agreement, dated as of the date hereof, by and between Verizon and Spinco (the “Distribution Agreement”).
