 | |
| John W. Diercksen | 140 West Street |
| Executive Vice President | New York, NY 10007 |
| Phone: 212.395.1842 | |
| Facsimile: 212.597.2558 |
| December16, 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 February14, 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.
SectionI.I0of 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 Section1.10.
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 |