Waiver of Trigger Notice under Agreement and Plan of Merger between Verizon Communications Inc., Eli Acquisition, LLC, and MCI, Inc.
This letter agreement between Verizon Communications Inc., Eli Acquisition, LLC, and MCI, Inc. waives the requirement for a formal "Trigger Notice" under their existing merger agreement. Instead, Verizon confirms it is already receiving the necessary information to assess certain MCI liabilities that could affect the merger consideration. Both parties agree to continue sharing information to finalize liability estimates, with the goal of closing the merger soon, provided all other conditions are met. All other rights under the original merger agreement remain unchanged.
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| John W. Diercksen | 140 West Street |
| Executive Vice President | New York, NY 10007 |
| Phone: 212 ###-###-#### | |
| Facsimile: 212 ###-###-#### |
| December 16, 2005 |
| Robert T. Blakely |
| Executive Vice President & CFO |
| MCI, Inc. |
| 22001 Loudoun County Parkway |
| Ashburn, VA 20147 |
| Dear Bob, |
We are writing to advise you of certain matters relating to the Agreement and Plan of Merger Dated as of February 14, 2005, as thereafter amended, among Verizon Communications Inc. (“Verizon”) Eli Acquisition, LLC ("Eli Acquisition, LLC”) and MCI, Inc. (“MCI). The Agreement and Plan of Merger, as amended, is referred to as the “Agreement” in this letter.
Section I .I0 of the Agreement contemplates that one or the other party would deliver a "Trigger Notice" to commence the process of determining whether any adjustment will be required to the merger consideration by virtue of certain liabilities of MCI. By signing and countersigning this letter each party waives the delivery of such a notice and Verizon confirms that it is currently receiving information contemplated by Section 1.10.
As you know, the process of satisfying the remaining conditions to closing under the Agreement appears to be moving smoothly. MCI has previously provided us with substantial information relating to its estimate of the amount of cash required to satisfy the Specified Included Liabilities (as defined in the Agreement). Verizon will continue the process of developing our estimate of the Specified Included Liabilities and we understand that you will continue to provide us with access to individuals and information that will help Verizon understand the basis and calculation of MCl's estimate. We will share our estimate with you when we complete the process.
In light of these developments and, assuming that all conditions of closing are satisfied including that Verizon and MCI are able to agree on the amount of the Remaining Specified Included Liabilities, we are increasingly confident that Verizon will be in a position to proceed to closing shortly after the first of the year.
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Except as noted above, none of the parties waives any of the rights it has under the Merger Agreement.
Sincerely,
| By: /s/ John W. Diercksen |
| Confirmed: |
| MCI, Inc. |
| By: /s/ Robert T. Blakely |
