Amendment and Waiver Agreement to Merger and Confidentiality Agreements between Verizon Communications Inc. and MCI, Inc.

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Summary

Verizon Communications Inc. and MCI, Inc. agree to amend their existing merger agreement and confidentiality agreement. Specifically, they are deleting certain sections from both agreements and waiving compliance with a specific clause in the merger agreement. Additionally, they agree that a separate confidentiality agreement with Qwest Communications International, Inc. will satisfy a requirement in the merger agreement. This amendment is effective as of March 4, 2005, and is confirmed by signatures from both parties.

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EX-2.1 2 mar0905_ex0201.htm mar0905_ex0201

Exhibit 2.1

March 4, 2005

MCI, Inc.
22001 Loudoun County Parkway
Ashburn, Virginia 20147

Ladies and Gentlemen:

You and we are party to (i) the Agreement and Plan of Merger dated as of February 14, 2005 among Verizon Communications Inc., Eli Acquisition, LLC and MCI, Inc. (the "Agreement") and (ii) the Non-Disclosure Agreement dated as of September 10, 2004 (the “Confidentiality Agreement”). Capitalized terms used without definition in this letter have the meanings ascribed to them in the Agreement.

For good and valuable consideration, the value of which is hereby acknowledged, you and we hereby agree to: (i) amend the Agreement to delete the last sentence of Section 6.9 thereof; and (ii) amend the Confidentiality Agreement to delete Section 3 thereof. In addition, (A) you have agreed to waive compliance by us from and after the date hereof with clause (ii) of the first sentence of Section 6.9 of the Agreement and (B) we have agreed that the Non-Disclosure Agreement between you and Qwest Communications International, Inc. in the form furnished to us by you concurrently with the execution and delivery of this letter shall be deemed to be a confidentiality agreement that satisfies the requirement relating to a confidentiality agreement set forth in subparagraph (x) of Section 6.5(a) of the Agreement.

Please signify your concurrence with the foregoing by signing below.

Sincerely yours,
VERIZON COMMUNICATIONS INC.

 

/s/ John W. Diercksen
 
Accepted and agreed:
 
 
MCI, INC.
 
/s/ Anastasia D. Kelly