Prison Phone Justice

ASSET PURCHASE AGREEMENT

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This Asset Purchase Agreement (the "Agreement") is made and entered into this

t-V
_ _ day of October, 2005 (the "Effective Date"), by and among Verizon Services Corp., a

Delaware corporation ("Seller"), Verizon Pennsylvania Inc., a Pennsylvania corporation,
Verizon New England Inc" a New York corporation, Verizon New Jersey Inc., a New Jersey
corporation, Verizon Delaware Inc., a Delaware corporation, Verizon Virginia Inc., a Virginia
corporation, Verizon Maryland Inc" a Maryland corporation, Verizon New York Inc., a New
York corporation, Verizon Northwest Inc" a Washington corporation, Verizon North Inc., a
Wisconsin corporation, Verizon Florida Inc., a Florida corporation, Verizon California Inc., a
California corporation and Verizon Select Services Inc., a Delaware corporation (collectively
"Verizon Providers" and each individually a "Verizon Provider") and Public Communications
Services, Inc., a California corporation ("Buyer''), (Each Verizon Provider, Buyer and Seller
shall be referred to herein individually as a "Party" and collectively as the "Parties" and in
addition the Verizon Providers and Seller shall be referred to herein collectively as "Sellers").
WHEREAS, Seller, using the assets and services of the Verizon Providers, other
affiliates and third-party vendors, operates a business in several States that delivers
telecommunication services to imllates and other parties pursuant to contracts with correctional
institutions and governmental agencies; and
WHEREAS, Sellers desire to sell and assign, and Buyer desires to purchase and
assume, customer contracts with correctional institutions and governmental agencies as well as
certain related tangible and intangible assets and liabilities related to such customer contracts as
more specifically described herein;
NOW, THEREFORE, in consideration ofthe respective covenants and promises
contained herein and of other good and valuable consideration, the receipt and sufficiency of
which is hereby aclmowledged, the Parties agree as follows:
ARTICLE I
Purchase and Sale of Acquired Assets

1,1
Acquired Assets Subject to Agreement. Effective as of each Closing (as that
tenll is hereinafter defined) and upon the terms and subject to the conditions of this Agreement,
Seller and each Verizon Provider which owns any Acquired Asset (as such term is hereinafter
defined) shall sell, assign, transfer, convey and deliver their respective Acquired Assets to Buyer
(or in the case of the Praeses Agreement to a designee of Buyer), and Buyer shall purchase,
assume and acquire from such Parties, all of their respective right, title and interest in, to and
under tlleir respective Acquired Assets relating to such Closing as the same shall exist on such
Closing Date (as that term is hereinafter defined). "Acquired Assets" shall mean the following:
(a)
Acquired Contracts. All of the following contracts, to the extent such
contracts are assignable to Buyer (the "Acquired Contracts"):

(i)
Agreements
Agreements"); and

identified

on

Schedule

L1(a)(i)

("Customer

(ii)

Seller's or the applicable Verizon Provider's agreements with thirdparty vendors to the extent that such agreements relate to or
support the Customer Agreements, which agreements are identified
on Schedule 1.1(a)(;;) (the "Vendor Agreements").

(iii)

Verizon Provider Verizon Select Services Inc.' s interest in the
agreement identified on Schedule 1.1(a)(iii)(the "Praeses
Agreement").

(b)
Owned Equipment. All of the equipment ("Owned Equipment") set
forth on Schedule 1.1(b).
(c)
Spar'e Parts. To the extent not listed in Schedule LI (b), all operating
spare or replacement parts for the Owned Equipment and supplies of every kind and
nature existing as of such Closing Date and located at customer sites which are the
, subject of the Customer Agreements and which spare or replacement parts and supplies
are held for the exclusive use and support of the Customer Agreements and the Owned
Equipment.
(d)
Acquired Records. All business records exclusively related to the
Owned Equipment or Acquired Contracts but excluding Call Detail Records (defined
below).
(e)
Coins in Public Telephone Pay Stations. To the extent that Owned
Equipment includes any public telephone pay stations ("Public Telephone Pay
Stations"), all coins in such Public Telephone Pay Stations as of such Closing.
1.2
Excluded Assets. Notwithstanding anything contained in Section LI hereof
to the contrary, Sellers do not sell and Buyer does not acquire any right, title or interest, in any
asset or property which Sellers may use in the inmate business in the various states other than the
Acquired Assets. It is understood and agreed that the Acquired Assets do not include:
(a) other than the Acquired Assets identified in Section 1.1 above, all of the
assets and rights used by Sellers to operate the inmate business in various states; and
all other assets and rights used by Sellers or their affiliates to operate any business other
than the inmate business on the date hereof;
(b) any aCcoU11ts receivable;

(c) any bond or security deposit;
(d) any claim or counterclaim arising out of facts or events before such Closing
Date; and

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(e) any intellectual property owned by Sellers or any oftheir affiliates or any
rights therein.
1.3
Third-Party Consents. Nothing in this Agreement shall be construed as an
attempt by Sellers to assign or partially assign any contract to the extent that such contract is not
assignable without the prior consent, authorization or approval of the other party or parties
thereto.
1.4

Licenses.

(a)
Phase-out License. Buyer shall cease any and all use in commerce of any
trademarks or service marks owned by any of the Sellers or any of their affiliates
("Excluded Marks") in any fashion or combination, and the use in commerce of any
other designation indicating any affiliation with Verizon Communications Inc., Sellers
or any of their respective affiliates as soon as practicable after each Closing Date;
provided, however, that with respect to any Excluded Marks appearing on Public
Telephone Pay Stations included in Owned Equipment, Buyer shall have thirty (30)
days after such Closing Date to remove such Excluded Marks. From and after such
Closing Date, Buyer shall not use in commerce or include, or permit any person to do
so, the Excluded Marks in the sale or offer for sale of any products or services or in
perfonnance of the Customer Agreements. Buyer agrees not to use in commerce or
seek to register, or permit the affiliates of the Buyer to use in commerce or seek to
register, any trade name, service mark, trademark or domain name identical with or
confusingly similar to the Excluded Marks. Buyer further agrees that it or its affiliates
will never directly or indirectly challenge, contest or call into question or raise any
questions concerning the validity or ownership by Verizon Communications Inc.,
Sellers or their affiliates of the Excluded Marks or any registration or application for
registration of the Excluded Marks. Buyer agrees that nothing herein shall give Buyer
or the affiliates of the Buyer any right to or interest in the Excluded Marks, except for
the limited right to continue to use the Excluded Marks on the Owned Equipment
including, without limitation, Public Telephone Pay Stations and inmate equipment, but
only for the limited phase-out period set forth above, and all such use by the Buyer and
its affiliates shall inure to the benefit of Sellers or their designee.
(b)
License to Call Detail Records. Each of the Sellers agrees to and does
hereby grant, on behalf of itself, a personal, nonexclusive, nontransferable license to
Buyer to use, solely for the perfonnance of their respective Customer Agreements, any
and all information related to telephone calls utilizing a telephone network of Sellers or
their affiliates, which calls are placed by imnates ofthe various correctional institutions
through a call control system prior to the Closing, and which information is required to
be collected pursuant to the Customer Agreements ("Call Detail Record"); it being
understood that the term of this license shall be limited to the existing term of each
Customer Agreement including any renewals described in such agreement or such
longer period of time as may be required in such Customer Agreements to perfoml any
audit as provided for in the Customer Agreements (without giving effect to any
amendment entered into after the date hereof).

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(c)
No other Licenses. Except to the extent expressly provided in Sections
I.4(a) and (b) above, or any software licenses provided by third party vendors pursuant
to or within the Vendor Agreements, no rights or licenses are granted to Buyer or any
affiliate thereof, express or implied, including, but not limited to, any right to possess,
use or disclose intellectual property of Verizon Communications Inc., Sellers, or any
affiliates thereof; or under any third party intellectual property, including software.
ARTICLE II
Assumption of Liabilities
2.1
Assumption of Liabilities. Upon the terms and subject to the conditions of
this Agreement, Buyer (or in the case of the Praeses Agreement the assignee designated by
Buyer) shall assume, pay, perform and discharge when due, effective as of each Closing, and
forever indemnify and hold Sellers and their affiliates and all of Sellers' and their affiliates'
officers, directors, shareholders and partners harmless against and from all liabilities,
responsibilities and obligations with respect to the ownership or operation of or related to the
Acquired Assets which are the subject of each such Closing (other than the Excluded Liabilities)
(the "Assumed Liabilities"), including without limitation the following:
(a)
Acquired Contracts. All of Sellers' respective liabilities, responsibilities
and obligations under the Acquired Contracts.
(b)
Owned Equipment. All of Sellers' respective liabilities, responsibilities
and obligations with respect to the Owned Equipment.
(c)
Operating Liabilities. All liabilities, responsibilities, obligations, costs
and expenses with respect to claims arising in any way with respect to the ownership or
operation of or related to the Acquired Assets on or after the Closing, including,
without limitation, telecommunication facilities charges, any and all taxes (including
transaction taxes (including without limitation any sales, use, transfer, business or
occupation or similar taxes» or tort or infringement claims, but excluding Sellers' or
their affiliates' obligations with respect to providing telecommunications services with
respect to any prepaid calling cards delivered to customers. For the avoidance of doubt,
all transaction taxes arising out of or related to this sale and purchase transaction (other
than Sellers' income or franchise taxes) shall be Assumed Liabilities.

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Excluded Liabilities. Seller and each Verizon Provider shall retain and shall
pay, perform and discharge when due, all of their individual liabilities arising from the
ownership or operation of or related to the Acquired Assets arising prior to the Closing,
including without limitation, any and all liabilities with respect to litigation claims accruing prior
to Closing, including without limitation, the litigation identified on Schedule 4.5 and including
the provision of telecommunications services with respect to prepaid calling cards delivered to
customers (the "Excluded Liabilities").

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ARTICLE III
Consideration
3.1
Consideration. The consideration to be paid by Buyer to Seller for the
Acquired Assets and Licenses shall consist of (i) the payment to Seller of cash in an amount
i £& 2
I
. . . . . - . . ("Cash
equal to
Consideration"), subject to the adjustment described in Section 3.2(c) and 3.2(d) herein, and (ii)
the assumption by Buyer of the Assumed Liabilities.
3.2
Seller as follows:

Payment of Cash Consideration. Buyer shall pay the Cash Consideration to

(a) At the time of the first Closing, the entire Cash Consideration identified in
Section 3.l(i) above, will be paid to Seller by wire transfer of immediately available
funds to an account designated by Seller to be held by Seller against payment of
Customer Agreement Amounts as hereinafter described, and as security for the
performance by Buyer of its obligations under this Agreement.
The Cash
Consideration will be non-refundable except as described in Section 3.2(c) and 3.2(d)
herein or Section lO.3(iv) or (v).
(b) Upon Closing ofthe transfer of each Customer Agreement, as described in
Section 10.1 herein, Seller shall credit Buyer with payment of that portion of the Cash
Consideration described on Schedllie 3.2(b) as the "Customer Agreement AmOWlt" for
each such Customer Agreement (the remaining balance ofthe Cash Consideration after
application of each such credit and the credit described in Section 3.2(c) herein the
"Cash Consideration Balance").
(c) In the event that (i) the closing conditions described in Sections 8A, 8.5, 9.4
and 9.5 have not been satisfied or waived on or prior to
•
the Effective Date with respect to any Customer Agreement(s) or (ii) Seller has
received written indication that a required consent described in Section 8.4, 8.5, 9.4 or
9.5 will not be obtained with respect to any Customer Agreement(s) and such refusal
to consent as determined by Seller in its reasonable judgment to be reasonable, and
provided that in the case of the circumstances described in either Subsection (i) or (ii)
above Buyer is not in breach of its obligations herein, then an amount equal to the
aggregate Customer Agreement Amounts for all such Customer Agreements shall be
immediately returned to Buyer together with interest on such Customer Agreement
Amounts, calculated at the Applicable Rate (as defined in Section 3.3) from the date
Cash Consideration was received by Seller as described in Section 3.2(a) until the date
returned to Buyer. The Cash Consideration Balance shall be credited in the amount of
the refunded aggregate Customer Agreement Amounts, and the Cash Consideration
shall be deemed adjusted by such aggregate amount. On receipt by Buyer of the
Customer Agreement Amounts and interest, this Agreement shall be deemed terminated
pursuant to the provisions of Section 10.2(a) with respect to the Acquired Assets and
Assumed Liabilities related to such Customer Agreements.

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(d) In the event that the transfer ofthe

.

• 1I[I".as described in Schedule l.1(a)(i) Closes, and either (i) the consent for the
to an Interexchange Carrier designated by Buyer
assignment ofthe
has not been obtained by
Effective Date as described
in Section 6.2 herein, or (Ii) Seller has received written indication that consent with
respect to the Praeses Agreement will not be obtained, and provided that in the case of
the circumstances described in subsections (i) or (Ii) above the Buyer is not in breach of
its obligations herein, and further provided that the Cash Consideration has been paid to
Seller, then an amount equal to 4
t
£ shall be
immediately refunded to Buyer together with simple interest on this amount aLJhe
Applicable Rate commencing on the date the Cash Consideration was received until'the
date refunded to Buyer. On receipt by Buyer of this refu..n.d.an.d.in.te.r.es.t.t.h.e.C.ash
Consideration shall be deemed reduced in the amount of ..
_
and this Agreement shall be deemed terminated pursuant to the provisions of
Section 1O.2(a) with respect to the Acquired Assets and Assumed Liabilities arising
from the Praeses Agreement.

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Interest Paid on Cash Consideration Balance. The Cash Consideration
Balance shall earn simple interest at the rate which is the three-month LIBOR rate as published
on Telerate Page 3750 as of II :00 a.m. London time, on the date which is two days prior to the
date of receipt by Seller of the Cash Consideration, less 10 basis points; such rate shall be reset
every thirty (30) days thereafter (herein "Applicable Rate"), from the date the Cash
Consideration is received by Seller as described in Section 3.2(a) until such interest is paid
pursuant to Section 3.2(c), Sections 10.3(iv) or (v) and Section 11.3 hereof.
ARTICLE IV
Representations and Warranties of Sellers
Sellers represent and warrant to Buyer as follows:
4.1
Organization, Standing and Power. Each of Sellers is a cOlporation duly
organized, validly existing and in good standing under the laws of ,the State identified with
respect to each Seller in the preamble. Sellers each have the requisite power and authority to
own, lease, operate and transfer its properties, including its portion of the Acquired Assets.
4.2
Authority. Each of the Sellers has all corporate power and authority
necessary to execute this Agreement and to consummate the transactions contemplated hereby.
This Agreement constitutes valid and binding obligations of Sellers, enforceable against Sellers
in accordance with their respective terms, such enforcement subject to bankruptcy, insolvency,
reorganization, moratorium, or similar laws of general application affecting creditors' rights and
the application of general principles of equity.
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Equipment Condition. Except as set forth on Schedule 4.3, to Seller's
Knowledge all of the Owned Equipment included in the Acquired Assets is in good operating
condition and repair, normal wear and tear excepted. The delivery of the Owned Equipment to

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Buyer will vest good and marketable title to the Owned Equipment in Buyer free and clear ofall
liens and encumbrances.
""~.

4.4
Acquired Contracts, Except as set f6fl1h on Schedllie 4.4, the Seller or the
relevant Verizon Provider has to Seller's Knowledge made available to Buyer complete and
accurate copies of the Acquired Contracts. The Acquired Contracts are valid, binding upon the
applicable Seller or Verizon Provider(s) and in full force and effect, and (ii) neither Seller or the
applicable Verizon Provider, nor, to Seller's Knowledge or the relevant Verizon Provider's
Knowledge, any other party to any Acquired Contract is in material breach thereof or default
thereunder, and there does not exist, to Seller's Knowledge or the relevant Verizon Provider's
Knowledge, any event, occurrence, condition, or act that, with the giving of notice, the lapse of
time, or the happening of any further event or condition, would become a material breach or
default under allY Acquired Contract.
4.5
Litigation. Except as set forth on Schedllie 4.5, there is no pending, or to
the knowledge of Sellers', threatened, adverse claim, governmental investigation, suit, action,
arbitration, administrative hearing or other proceeding of any nature, at law or in equity, by or
against or otherwise affecting Sellers in connection with the Acquired Contracts or Owned
Equipment..
4.6
Disclaimer. Except for the representations and warranties contained in
this Agreement, none of the Sellers makes any other express or implied representation or
warranty with respect to the Acquired Assets including as to merchantability or fitness for any
particular use or purpose, or the probable success or profitability of the ownership, use or
operation of the Acquired Assets by Buyer after each Closing.
ARTICLE V
Representations and Warranties ofBuyer
Buyer represents and warrants to Sellers as follows:
5.1
Organization, Standing and Power. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the State of California and has the
requisite power and authority to conduct the business contemplated by this Agreement and to
own, lease, operate or hold the Acquired Assets.
5.2
Authority. Buyer has all corporate power and authority to execute this
Agreement and to consummate the transactions contemplated hereby. This Agreement
constitutes valid and binding obligations of Buyer, enforceable against Buyer in accordance with
their respective terms, such enforcement subject to bankruptcy, insolvency, reorganization,
moratorium, or similar laws of general application affecting creditors' rights and the application
of general principles of equity.
5.3
Financing.. Buyer has adequate financing from internally-generated sources
to enable it to fulfill its obligations under this Agreement. Buyer has sufficient financial

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resources to operate the Acquired Assets and render performance under the Acquired Contracts
after each Closing Date.
5.4
Acknowledgement. Buyer acknowledges that except for the representations
and warranties contained in this Agreement, none of the Sellers makes any other express or
implied representation or warranty with respect to the Customer Agreements or the Acquired
Assets including as to merchantability or fitness for any particular use or purpose, or the
probable success or profitability of the ownership, use or operation of the Customer Agreements
or the Acquired Assets by Buyer after each Closing.
ARTICLE VI
Covenants of Sellers
Except and to the extent Buyer may otherwise permit in writing, Sellers covenant and
agree as follows:
6.1
Conduct of Business Pending Closing. Until Closing with respect to
particular Acquired Assets, each of the Sellers shall continue to operate its portion of the
Acquired Assets SUbstantially in the marmer as heretofore conducted"
6.2
Third-Party Consents, After the execution of this Agreement and until the
date which i~
j
Effective Date, each of the Sellers shall use their
commercially reasonable efforts to obtain all consents or waivers of all third parties that are
necessary or required to enable each of the Sellers to transfer its portion of the Acquired Assets
and to otherwise consummate the transactions contemplated hereby; provided, however, that the
foregoing shall not require Sellers or any affiliate thereof to make any payment or provide any
other consideration to third parties including without limitation any guaranty, to a party to obtain
its consent to the assignment or novation of any contract. Promptly after being advised by Buyer
of Buyer's designation of an Interexchange Carrier to be assignee of the
as
described in Section 7,) herein, Sellers will use their commercially reasonable efforts to obtain
the consent of Praeses for assignment of the Praeses Agreement to such Interexchange Carrier
contingent upon the Closing of the transfer of the_ _

--

6.3
Acquired Contracts. Except as described in Schedule 6.3, Sellers shall not
amend or modify any Acquired Contract except as may be reasonably required to make the
Buyer the party to the Acquired Contracts for the remainder of the existing term thereof. As of
each Closing, Seller shall deliver to Buyer all documents related to the applicable Acquired
Assets.

6.4
Transition Plan. As soon as practicable after execution of this Agreement,
Seller shall meet with representatives of Buyer to develop in good faith a mutually agreeable
transition plan that will include, without limitation, the tasks necessary to transition public and
inmate phones to Buyer, transition inmate service obligations of the Customer Agreements to
Buyer, and establish Buyer's post-closing facilities configuration including a determination of
Buyer's use of Sellers' facilities, if any.
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65
Pre-Closing Coin Collection. Notwithstanding anything in this Agreement
to the contrary Seller may, in its discretion make one or more coin collections from Public
Telephone Pay Stations prior to Closing and transfer to Buyer of such Public Telephone Pay
Stations. For avoidance of doubt, Seller will not make any coin collections after Closing and
transfer to Buyer ofany Public Telephone Pay Station.
ARTICLE VII
Covenants of Buyer
Except and to the extent Seller may otherwise permit in writing, Buyer covenants and
agrees as follows:
7.1
Third-Party Consents. Buyer shall cooperate in good faith with Sellers, and
shall provide reasonable assistance to Sellers in a timely manner to obtain the consents described
in Section 6.2 and shall promptly provide Sellers with such information as may reasonably be
requested by Sellers including information desirable to demonstrate Buyer's fitness and ability to
fulfill the obligations under any Acquired Contract.
With respect to the
Buyer will promptly designate an Interchange Canier as assignee and advise Seller of such
designation.

72
Discharge of Assumed Liabilities. From and after the Closing, Buyer shall
pay, perform and discharge the Assumed Liabilities as they become due.
7.3
Intellectnal PropertY. Subject to the provisions of this Agreement and any
software licenses provided by third-party vendors pursuant to or within the Vendor Agreements,
Buyer shall promptly return or destroy and shall not use any intellectual property, inclUding any
third-paJ;ty intellectual property, including software, of which Buyer acquires possession in
connection with the Acquired Assets.
7.4
Transition Plan. As soon as practicable after execution of this Agreement,
Buyer shall meet with representatives of Seller to develop in good faith a mutually agreeable,
transition plan that will include, without limitation, the tasks necessary to transition public and
inmate phones to Buyer, transition inmate service obligations of the Customer Agreements to
Buyer, and establish Buyer's post closing facilities configuration including a determination of
Buyer's use of Sellers' facilities, if any.
7.5
Buyer's Financing. If Buyer has submitted a Commitment Letter with
respect to financing any portion of Buyer's obligations under this Agreement, Buyer shall (i) not
undertake any act or omission that would reasonably risk the loss of the financing described in
the Commitment Letter, and (ii) not anlend or modify any material term of the Commitment
Letter without the prior written consent of Seller.
7.6
Access to Documents and Equipment. From and after each Closing,
Buyer shall provide Sellers and their agents or counsel with reasonable access to documents
related to the Acquired Assets and the Owned Equipment and other non-owned equipment which

9

may be the subject to the Customer Agreements during business hours upon prior written notice
for the limited purpose of responding to discovery requests or preparing for the defense of any
pending litigation. This access shall not materially interfere with Buyer's business operations.
ARTICLE VIII
Conditions to Sellers' Obligations
The obligation of Sellers to consummate any Closing shall be SUbject to the fulfillment,
prior to or at the Closing, of each of the following conditions unless waived by Seller in writing:
8.1
Buyer's Representations and Warranties. Each representation and warranty
made by Buyer in Article V hereto shall be true and correct in all material respects on and as of
such Closing Date.
8.2
Buyer's Covenants. Buyer shall have performed and complied with all of
the covenants set forth in Article VII which are to be complied with or performed by it before or
as of such Closing Date.
83
Buyer's Deliveries. Buyer shall have executed and delivered to Seller the
documents and items referred to in Article XII hereof.
8.4
Customer Agreement Consent. To the extent required in any applicable
Customer Agreement, consent for the assignment of the Customer Agreement to Buyer, or the
novation of such agreement to Buyer, shall have been obtained on or prior to
• • • •'of the Effective Date, provided that no consent shall be necessary if the Customer
Agreement does not expressly prohibit subcontracting of all of Sellers' rights and obligations to
Buyer, and further provided such consent shaH be deemed obtained to the extent that Seller
determines in its reasonable discretion that consent was withheld or delayed unreasonably. .
8.5
Vendor Agreement Consent. Consent for the partial assignment of Seller's
or the applicable Verizon Provider's rights, duties, obligations and interests in any Vendor
Agreement relating to the Customer Agreements shall have been obtained from the third-party
of the Effective Date, provided that such
vendor on or prior to
consent shaH be deemed obtained to the extent that Seller determines in its reasonable discretion
that consent was withheld or delayed unreasonably.
ARTICLE IX
Conditions to Buyer's Obligations
The obligation of Buyer to consummate any Closing shall be subject to the fulfillment,
prior to or at each Closing, of each of the following conditions unless waived by Buyer in
writing:

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9.1
Sellers' Representations and Warranties. Each representation and warranty
made by the relevant Sellers in Article IV hereof shall be true and correct in all material respects
on and as of such Closing Date.
9.2
Sellers' Covenants.
The relevant Sellers shall have performed and
complied with all of their respective covenants set forth in Article VI that are to be performed by
or complied with by them before or as of such Closing Date.
93
Sellers' Deliveries. Each of the relevant Sellers shall have executed and
delivered to Buyer their respective documents referred to in Article XI hereof:
Customer Agreement Consent. To the extent required in any applicable
9.4
Customer Agreement, consent for the assignment of the Customer Agreement to Buyer, or the
novation of such agreement to Buyer, shall have been obtained on or prior to ~1Ii
• • •IIlCrof the Effective Date, provided that no consent shall be necessary, if the Customer
Agreement does not expressly prohibit subcontracting of all of Sellers' rights and obligations to
Buyer, and further provided such consent shall be deemed obtained to the extent that Seller
determines in its reasonable discretion that consent was withheld or delayed unreasonably.

.....

9.5
Vendor Agreement Consent. Consent fur the partial assignment of Seller's
or the applicable Verizon Provider's rights, duties, obligations and interests in any Vendor
Agreement relating to the Customer Agreements shall have been obtained from the third party
n 0llrbPn'or to d& b . d
vendor °h
h
I .Solf thde Effe~tive. D~te, providbeld dt1?at s~ch
consent s a e deeme 0 tame to t e ex ent t mt e ler etermmes m Its reasona e lscretlon
that consent was withheld or delayed unreasonably.

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ARTICLE X
Closing and Termination
10.1

Closing.

(a)
Each closing of the sale and transfer of the Acquired Assets and
Assumed Liabilities related to a Customer Agreement (each a "Closing") shall take
place on either (i) the first business day of the month following the satisfaction or
waiver of the conditions set forth in Articles VIII and IX if such satisfaction or waiver
or (ii) the first business day of the
occurs on or before
second month following the current month in which the satisfaction or waiver of the
conditions set forth in Articles VIII and IX occurs, if such satisfaction or waiver occurs
after the fifteent11 day of the month, or (iii) an alternative date, if any, which is mutually
agreed by the Parties in writing. Each Closing will take place at the offices of Seller
located at 600 Hidden Ridge, Irving, Texas 75038, at 10;00 a.m. Dallas, Texas time on
such date. The date on which a Closing occurs is referred to herein as a "Closing
Date."

(b)
Seller shall give Buyer written notice of readiness for a Closing, which
notice shall identitY the Customer Agreement(s) which are the subject of Closing and a

11

proposed Closing Date ("Seller's Readiness Notice"). The Closing described in
Seller's Readiness Notice shall occur as described unless within three (3) business days
after receipt thereof, Buyer provides Seller a reasonably detailed written claim that one
or more of the conditions in Article IX have not been waived or satisfied ("Buyer's
Rejection Notice"). Buyer shall proceed to Closing with respect to all Customer
Agreements that were not challenged in Buyer's Rejection Notice, and shall be deemed
to have waived any basis for a claim or objection that the conditions in Article IX have
not been satisfied that is not described in Buyer's Rejection Notice. If Buyer's
Rejection Notice properly identifies a condition that has not been satisfied, the Closing
described in Seller's Readiness Notice shall occur on the first business day after the
cure or satisfaction ofsuch condition.
10.2 Termination. This Agreement (and the transactions contemplated hereby)
may not be terminated except as follows:
,,~

(a)

Upon the mutual written consent of Seller and Buyer; or

(b)
By Seller, if Buyer is in material breach of this Agreement and such
breach has not been cured within ten (10) days following the delivery of notice thereof
to Buyer; or
By Buyer, if Seller or any Verizon Provider is in material breach of this
(c)
Agreement and such breach has not been cured within ten (10) days following the
delivery ofnotice thereof to Seller; or
(d)
By any Party, if all Closings with respect to all Customer Agreements
have not occurred before
Effective Date.
10.3
Effect of Termination. Upon the termination of this Agreement in
accordance with Section 10.2 hereof, the Parties shall be relieved of any further obligations or
liability under this Agreement other than: (i) obligations under the Non-Disclosure Agreement,
and (iI) obligations with respect to Acquired Assets, Assumed Liabilities, Excluded Assets,
Excluded Liabilities and other obligations and liabilities relating to Closings that occurred prior
to such termination, and (iii) the forfeiture ofthe Cash Consideration Balance if this Agreement
is ternlinated pursuant to the provisions of Section 10.2(b), and (iv) the immediate return of the
Cash Consideration Balance to Buyer and interest on such Cash Consideration Balance at the
Applicable Rate from the date of receipt by Seller of the, Cash Consideration as described in
Section 3.2(a) herein to the date of return if this Agreement is tenninated pursuant to the
provisions ofSection 10.2 (c) provided that at the time of such termination Seller shall credit the
Cash Consideration Balance for all Customer Agreement Amounts relating to Customer
Agreements for which that conditions of Section 8.4 and 8.5 have been satisfied and Sellers are
not in material breach with respect to such Customer Agreements., and (v) the immediate return
of any remaining Cash Consideration Balance to Buyer and interest on such Cash Consideration
Balance at the Applicable Rate from the date of receipt by Seller of the Cash Consideration as
described in Section 3.2(a) herein to the date of return if this Agreement is terminated pursuant
to the provisions of Section 10.2(d) and (vi) obligations for breaches of this Agreement
occurring prior to such termination.

12

ARTICLE XI
Sellers' Deliveries at Closing
At each Closing, Seller shall deliver the following to Buyer:
11.1 Bring-Down Certificate. A bring-down certificate executed by an executive
officer of Seller certifYing that the conditions specified in Sections 9.1, 9.2, 9.4 and 9.5 have
been satisfied relating to the Customer Agreement(s) and Vendor Agreement(s) involved in the
Closing.
11.2 Bill of Sale. A Bill of Sale with respect to the Acquired Assets relating to
the Customer Agreement(s) involved in the Closing executed by the applicable Verizon
Provider or Verizon Providers and an Assignment and Assumption Agreement, substantially in
the form of Exhibit A hereto executed by Seller and the applicable Verizon Provider or Verizon
Providers.
11.3
Interest Payment. A payment of interest on the Customer Agreement
Amount identified on Schedule 3.2(b) for each Customer Agreement which is the subject of the
Closing, calculated at the Applicable Rate from the date Cash Consideration was received by
Seller as described in Section 3.2(a) until the Closing Date.

ARTICLE XII
Buyer's Deliveries at Closing

12.1 At the first Closing, Buyer shall deliver the following to Seller:
(a) Payment of Cash Consideration. The total Cash Consideration as described in
Section 3.2(a) herein.
(b) Bling-Down Certificate. A bring-down certificate executed by an executive

officer of Buyer certifYing that the conditions specified in Sections 8.1, 8.2, 8.4 and 8.5 have
been satisfied relating to the Customer Agreements and Vendor Agreement(s) involved in the
Closing.
(c) Assignment and Assumption Agreement. An Assignment and Assumption
Agreement, substantially in the form of Exhibit A hereto, executed by Buyer.
12.2 At each subsequent Closing, Buyer shall deliver to Seller the items described in
Sections 12.. 1(b) and (c).

13

ARTICLE XIII
Indemnification
13.1

Survival of Representations, Warranties and Covenants.

(a)
The representations and warranties contained in Sections 4.1, 4.2, 4.5,
4.6, 5.1, 5.2 and 5.4 will survive each Closing and remain in full force and effect
indefinitely. Except as otherwise provided in this Agreement, each of the other
representations and warranties contained in Article IV and Article V will terminate,
without further action, on the date which is one year following each Closing Date (the
"Expiration Date").
(b)
This A,.ticle XIII will survive any tennination of this Agreement and
each Closing and shall remain in effect (i) indefinitely, with respect to any indemnifiable
claim related to the breach of any covenant or the breach of any representation or
warranty which pursuant to Section 13. I (a) survives indefinitely, (ii) indefinitely, with
respect to any indemnifiable claim arising under or related to Excluded Liabilities
pursuant to Section 13.2(a)(iii) or Assumed Liabilities pursuant to Section 13.2(b)(iii)
and (iii) until the Expiration Date for any indemnifiable claims that are not specified in
any of the preceding clauses. Unless a claim for indemnification with respect to any
alleged breach of any representation or warranty is asserted by notice given as herein
provided that specifically identifies a particular breach and the underlying facts relating
thereto, which notice is given within the applicable period of survival for such
representation or warranty, such claim may not be pursued and is irrevocably waived
after such time. Without limiting the generality or effect of the foregoing, no claim for
indemnification with respect to any representation or warranty will be deemed to have
been properly made except (i) to the extent it is based upon a third party claim made or
brought prior to the expiration ofthe survival period for such representation or warranty,
or (ii) to the extent based on Indemnifiable Losses actually incurred by an Indemnitee
prior to the expiration of the survival period for such representation or warranty.
13.2
(a)

Indemnification.
Following each Closing and subject to the other sections of this Article

XIII, Seller and the applicable VeIizon Provider will indemnify, defend and hold
harmless Buyer its respective directors, officers and agents from and against all
Indemnifiable Losses relating to, resulting from or aIising out of (i) any inaccuracy in
any of the representations and warranties made by Seller or any Verizon Providers in
Article IV of this Agreement, (ii) a breach by Seller or any Verizon Pmvider of any
covenant or agreement of Seller or any Verizon Provider contained in this Agreement,
which covenant or agreement requires perfonnance by Seller or any Verizon Provider at
or after any Closing, and (iii) any of the Excluded Liabilities.
(b)

Following each Closing and subject to the other sections ofthis Article

XIII, Buyer will indemnify, defend and hold harmless Sellers, their affiliates and their
respective directors, officers and agents from and against all Indemnifiable Losses

14

relating to, resulting from or arising out of (i) any inaccuracy in any of the
representations or warranties made by Buyer in Article V of this Agreement, (ii) a
breach by Buyer of any covenant or agreement of Buyer contained in this Agreement,
and (iii) any of the Assumed Liabilities.
(c)
Following each Closing and subject to the other sections of this Article
XIII, in the event that any Closing occurs in circumstances in which a third party has
withheld or delayed its consent to assignment of a Customer Agreement or Vendor
Agreement, but Seller has detennined pursuant to the provisions of Section 804, 8.5, 9.4
or 9.5 that such failure to give consent was unreasonably withheld or delayed, then Seller
will indemnify, defend and hold hannless Buyer and its respective directors, officers and
agents from and against all Indemnifiable Losses relating to, resulting from or arising out
of the final judgment of a court of competent jurisdiction, an arbitration award by an
arbitrator appointed by contract or a settlement of claims to which Sellers or any of them
is party, which judgment, arbitration award or settlement finds that the third party
reasonably withheld or delayed its consent to such assignment.
(d)
Payments made under this Section 13.2 (other than 13.2(a)(iii) and
13.2(b)(iii» shall (unless otherwise required by law) be treated by Buyer and Sellers as
purchase price adjustments and Buyer and Sellers shall file all tax returns consistent with
such treatment. Notwithstanding anything to the contrary contained herein, Buyer shall
not be indemnified or reimbursed for any tax consequences arising from the receipt or
accrual of an indemnity payment hereunder including any tax consequences arising from
adjustments to the basis of any asset resulting from an adjustment to the Cash
Consideration, or any additional or reduced taxes resulting from any such basis
adjustment.
13.3

Limitations on Liability.

(a)
For purposes of this Agreement, (i) "Indemnification Payment" means any
amount of Indemnifiable Losses required to be paid pursuant to this Agreement, (ii)
"Indemnitee" means any person or entity entitled to indemnification under this
Agreement, (iii) "Indemnifying Party" means any person or entity required to provide
indemnification under this Agreement, and (iv) "Indemnifiable Losses" means any
losses, liabilities, damages, costs and expenses (including reasonable out-of-pocket
attorneys' fees and expenses) actually incurred in connection with any actions, suits,
demands, assessments, judgments and settlements.
(b)
As between Sellers and any Affiliate of Sellers, on the one hand, and
Buyer and any Affiliate of Buyer, on the other hand, the remedies, rights and obligations
set forth in this Article XTII, Sections 10.2 and 10.3 (Tennination) will be the exclusive
remedies, rights and obligations with respect to the liabilities and obligations referred to
in Section 13.2 and any breach of the representations, warranties or covenants set forth
in this Agreement. Without limiting the foregoing, as a material inducement to entering
into this Agreement, to the fullest extent pennitted by law, each of the Parties waives
any claim or cause of action that it otherwise might assert, and any breach of the
representations, warranties or covenants set forth in this Agreement, except for claims or

15

causes of action brought under and subject to the tenus and conditions of this Article
XIII, Sections 102 and 10.3 (Tenuination).
(c)
Notwithstanding any other provision of this Agreement, no Indemnitee
will be entitled to make a claim against an IndemnifYing Party for Indemnifiable Losses
arising out of or relating to any inaccuracy or representations or warranties under
Sections 132(a)(i) or 13.2(b)(i) until the aggregate amount of claims that may be
asserted for such Indemnification Losses exceeds an amount equal
j
(at which
point amounts in excess
shall be recoverable) but only to the extent such
amount is less than the amount set forth in Section 13.3 (d).
(d)
Notwithstanding any other provision of this Agreement, the
indemnification obligations of Seller under Sections 13.2(a)(i) and 13.2(c) or the
indemnification obligation of Buyer under Section 13.2(b)(i) will not exceed an amount
equal to
of the Cash Consideration as it may be adjusted pursuant to
the provisions of Section 32(c). Notwithstanding the foregoing to the contrary, Seller or
Buyer shall be obligated to provide indemnification for all Indemnifiable Losses that
may be asserted pursuant to Sections 13.2(a)(ii), 13.2(a)(iii), 13,2(b)(ii) and 13.2(b)(iii),
as applicable,
(e)
No Indemnifying Party shall be liable to or obligated to indemnifY any
Indemnitee hereunder for any consequential, special, multiple, punitive or exemplary
damages including damages arising from loss or interruption of business, profits,
business opportunities or goodwill, loss of use of facilities, loss of capital, claims of
customers, or any cost or expense related thereto, except to the extent such damages
have been recovered by a third person and are the subject of a Third Party Claim for
which indemnification is available under the express tenus of this Article XIII.
(f)
Seller and Buyer shall cooperate with each other Witll respect to resolving
any claim or liability with respect to which one Indemnifying Party is obligated to
indemnify an Indemnitee hereunder, including by making commercially reasonable
efforts to mitigate or resolve any such claim or liability.

13.4

Defense of Claims,

(a)
If any Indemnitee receives notice of the assertion of any claim or of the
commencement of any action or proceeding by any entity that is not a Party to this
Agreement (a "Third Party Claim") against such Indemnitee, with respect to which an
Indemnifying Party is obligated to provide indemnification under this Agreement, the
Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof,
but in any event not later than 10 calendar days after receipt of notice of such Third
Party Claim; provided. however, that the failure of the Indemnitee to notifY the
Indemnifying Party shall only relieve the Indemnifying Party from its obligation to
indemnify the Indemnitee pursuant to this Article XIII to the extent that the
Indemnifying Party is materially prejudiced by such failure (whether as a result of the
forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of
a Third Party Claim, the Indemnifying Party shall be entitled, upon written notice to the

16

Indemnitee, to assume the investigation and defense thereof. Whether or not the
Indemnifying Party elects to assume the investigation and defense of any Third Party
Claim, the Indemnitee shall have the right to employ separate counsel and to participate
in the investigation and defense thereof; provided, however, that the Indemnitee shall
pay the fees and disbursements of such separate counsel unless (i) the employment of
such separate counsel has been specifically authorized in writing by the IndemnifYing
Party, (ii) the Indenmifying Party has failed to assume the defense of such Third Party
Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties
to the proceeding in which such claim, demand, action or cause of action has been
asserted include both the Indemnif'ying Party and such Indemnitee and, in the reasonable
judgment of counsel to such Indemnitee, there exists one or more defenses that may be
available to the Indemnitee that are in conflict with those available to the Indemnifying
Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the
fees and disbursements of more than one counsel for all Indenmified Parties in
connection with anyone proceeding or any similar or related proceedings arising from
the same general allegations or circumstances. Without the prior written consent of the
Indemnitee~ the Indemnif'ying Party will not enter into any settlement of any Third Party
Claim that would lead to liability or create any financial or other obligation on the part
of the Indemnitee unless such settlement includes as an unconditional term thereof the
release of the Indemnitee from all liability in respect of such Third Party Claim. If a
settlement offer solely for money damages is made by the applicable third party
claimant, and the Indemnifying Party notifies the Indemnitee in writing of the
Indemnifying Party's willingness to accept the settlement offer and pay the amount
called for by such offer without reservation of any rights or defenses against the
Indemnitee, the Indemnitee may continue to contest such claim, free of any participation
by the Indemnifying Party, and the amount of any ultimate liability with respect to such
Third Party Claim that the Indenmifying Party has an obligation to pay hereunder shall
be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee
declined to accept plus the Indemnifiable Losses of the Indemnitee relating to such Third
Party Claim through the date of its rejection of the settlement offer or (B) the aggregate
Indemnifiable Losses of the Indemnitee with respect to such claim.
(b)
Any claim by an Indemnitee on account of an Indemnifiable Loss that
does not result from a Third Party Claim will be asserted by giving the Indemnifying
Party reasonably prompt written notice thereof, but in any event not later than thirty (30)
calendar days after the incurrence thereof, and the Indemnif'ying Party will have a period
of thirty (30) calendar days within which to respond in writing to such claim. If the
Indemnif'ying Party does not so respond within such thirty (30) calendar day period, the
Indemnifying Party will be deemed to have rejected such claim, in which event the
Indemnitee will be free to pursue such remedies as may be available to the Indemnitee
on the terms and subject to the provisions of this Article XIII.
(c)
Upon making any Indemnification Payment, the Indemnifying Party will,
to the extent of such Indemnification Payment, be subrogated to all rights of the
Indemnitee against any third party that is not an Affiliate of the Indemnitee in respect of
the Indemnifiable Loss to which the Indemnification Payment relates; provided that (i)
the Indemnif'ying Party shall then be in compliance with its obligations under this
17

Agreement in respect of such Indemnifiable Loss, and (ii) until the Indemnitee recovers
full payment of its Indemnifiable Loss, all claims ofthe Indemnifying Party against any
such third party on account of said Indemnification Payment will be subrogated and
subordinated in right of payment to the Indemnitee's rights against such third party.
Without limiting the generality or effect of any other provision of this Article XliI, each
such Indemnitee and Indemnifying Party will duly execute upon request all instruments
reasonably necessary to evidence and perfect the above-described subrogation and
subordination rights.
13.5

Infringement.

(a)
Notwithstanding anything in this Agreement to the contrary, Seller shall
have no obligation to defend, indemnify or hold harmless Buyer or any of its affiliates
from damages, costs or expenses resulting from any obligation, suit or proceeding based
upon any claim that any activity subsequent to a Closing Date engaged in by Buyer, a
customer of Buyer's or anyone claiming under Buyer and relating to Acquired Assets or
matters which were the subject such Closing constitutes direct or contributory
infringement, misuse or misappropriation of or inducement to infringe any third party
intellectual property.
(b)
Buyer shall defend, indemnify and hold harmless Sellers and any of their
affiliates from and against any and all Indemnifiable Losses resulting from any
obligation, proceeding or suit based upon any claim alleging or asserting direct or
contributory infringement, misuse or misappropriation of or inducement to infringe by,
Sellers or any of their affiliates of any third party intellectual property relating to the
Acquired Assets or matters which were the subject of a Closing to the extent that such
claim is based on, or would not have arisen but for, activity conducted or engaged in
subsequent to such Closing Date by Buyer, a customer of Buyer's or anyone claiming
under Buyer.
(c)
Notwithstanding any other term or provision hereof to the contrary, Sellers
shall defend, indemnify and hold harmless Buyer and any of its affiliates from and
against any and all costs and damages, including attorneys fees, finally awarded against
Buyer by a court of competent jurisdiction resulting from any obligation, proceeding or
suit based upon any claim alleging or asserting direct or contributory infringement,
misuse or misappropriation of or inducement to infringe by, Sellers or any of their
affiliates of any third party intellectual property relating to the Acquired Assets or matters
which were the subject of a Closing to the extent that such claim is based on, 01' would
not have arisen but for, activity conducted or engaged in prior to such Closing Date by
Sellers, a customer of Sellers' or anyone claiming under Sellers. Notwithstanding the
foregoing, Seller shall have no obligation to defend, indemnifY or hold harmless Buyer or
any of its affiliates for any direct or contributory infringement, misuse or
misappropriation of or inducement to infringe of any third party intellectual property
occurring after the Closing.

18

ARTICLE XIV
Miscellaneous
14.1
Governing Law. This Agreement shall be governed by the laws of the
State of New York regardless of the laws that might otherwise govern under applicable conflicts
of law principles. Buyer and Sellers irrevocably submit to the exclusive jurisdiction of any New
York state court and any United States Federal court located in New York for the purposes of
any suit, action or other proceeding arising out of this Agreement.
14.2
Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when personally
delivered or transmitted by facsimile, or five days after mailed, certified or registered mail, with
postage prepaid addressed as follows (or to such other person or address as the Party to receive
such notice may have designated from time to time by notice in writing pursuant hereto):
Ifto Seller or any ofthe Sellers:
Verizon Services Corp.
1717 Arch Street, 21 st Floor
Philadelphia, PA 19103
Attn: William J. Nelson
Fax Number: 215-557-7249
With a copy to:
Verizon Communications Inc.
600 Hidden Ridge
HQE02H44
Attn: Dale R. Chamberlain
Irving, TX 75015
Fax Number: 972-719-0028

If to Buyer:

Public Communications Services, Inc.
11859 Wilshire Boulevard, Suite 600
Los Angeles, California 90025
Attn: Tommie E. Joe
Fax Number: 310-954-2118
With a copy to:

Russ, August & Kabat
5959 Topanga Canyon Boulevard, Suite 130
19

Woodland Hills, California 91367
Attn: Steven M. Siemens Esq.
Fax Number: 818-887-7730

14..3
Counteroarts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
14.4
Entire Agreement. This Agreement and the Non-Disclosure Agreement
embody the entire agreement and understanding among Sellers and Buyer with respect to the
subject matter hereof and supersede all prior agreements and understandings related to the
subject matter hereof.
14.5
Modifications. Any modification, amendment or waiver of or with respect
to any provision of this Agreement shall not be effective unless it shall be in writing and signed
by Seller and Buyer.
14.6
Assignment and Binding Effect. This Agreement shall be binding upon
and inure to the benefit of the Parties hereto and their respective successors and permitted
assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any Party without the prior written consent of the other. Notwithstanding the
previous sentence, any Party may assign this Agreement or any interest therein (a) in connection
with a change of control, merger or reorganization of such Party or a sale of all or substantially
all of such Party's assets or (b) to any affiliate of such Party, provided that the assignee of such
Party agrees in writing to be bound by the provisions of this Agreement.
14.7
Survival of Non-Disclosure Agreement. The provisions of the NonDisclosure Agreement dated June 17, 2005 shall survive all Closings and shall continue to apply
and govern.
14.8
No Joint and Several Liability. The Parties acknowledge and agree that
each Verizon Provider owns or has an interest in only a portion of the Acquired Assets and is a
party to certain of the Acquired Contracts and that Seller and each Verizon Provider makes
separate and individual representations, warranties and covenants with respect to its respective
portion thereof. For clarity, all references to the representations, warranties, covenants and
liabilities of Sellers or Verizon Providers are agreed to constitute separate and individual
liabilities of Seller and each Verizon Provider. Nothing herein shall be construed to create any
joint and several liabilities of the Seller and Verizon Providers.
14.9
Knowledge Convention. As used herein the phrase "Seller's Knowledge"
and "Verizon Provider's Knowledge" or similar phrases shall mean all matters actually known to
Beth Temperley (after inquiry of any direct reports of such individual).

20

IN WITNESS WHEREOF, the Parties, acting through their duly authorized
representatives, have executed this Agreement as of the date first above written.

VERIZON SERVICES CORP.

By:~(AA
Name:
Title:

Stephen E Smi th
Vice President - Business Dey.

VERIZON PENNSYLVANIA INC.

By: ,dt;:4.Ldbg
Name:
Title:

Stephen E. Smi th
Vi ce Pres i dent - Bus i ness Dey.

VERIZON NEW ENGLAND INC.

By: ~'2)~
E Smith

Name:
Title:

Stephe~

Vice President - Business Dey.

VERIZON NEW JERSEY INC.

By:,hf4stc
Name: Stephen E Sm; th
Title:

Vice President - Business Dey.

VERIZON DELAWARE INC.

By:,k [ds§.
Name:
Title:

21

Stephen E Sm; th
Vi ce Pres i dent - Bus i ness Dey.

.~

VERIZON VIRGINIA INC.

BY:.~~
Name: Stephen E. Smith
Title:

Vice President - Busi ness Dev.

VERIZON MARYLAND INC.

By:,~L4h

Name:
Title:

Stephen E. Smith
Vice President - Business Dev.

VERIZON NEW YORK INC.

BY.4ti+-.~
Name: Stephen E. Smi th
Title:

Vi ce Pres i dent - Bus i ness Dev.

VERIZON NORTHWEST INC.

BY:~~~
Nal11e:~phen E. Smith
Title:

Vice President - Business Dev.

VERIZON NORTH INC.

BY:,~~

Name:
Title:

Stephen E. Smith
Vice President - Business Dev.

VERIZON FLORIDA INC.

By: ~£AA:
tephen E. Sm,th

Nanle:
Title:

22

Vice President - Business Dev.

VERIZON CALIFORNIA INC.

By:

,4'¢z" (4v#;

Name:
Title:

Stephen E. Smith
Vice President - Business Dev.

VERIZON SELECT SERVICES INC.

~,[Ak¥..

By:
Narne~n E. Smith

Title:

Vice President - Business Dev.

PUBLIC COMMUNICATIONS SERVICES, INC.

B;.(

~w~@=.

Narne:.S.~

Title:

23

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CUSTOMER AGREEMENTS
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capacities in use on the Closing Date.

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