EXHIBIT 4.3
VERIZON GLOBAL FUNDING CORP.
7 1/4% NOTE DUE 2010
PRINCIPAL AMOUNT
$__________________, as revised
by the Schedule of Increases in
Global Security attached hereto.
No. CUSIP No.
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, ON ITS OWN BEHALF
AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO
OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE
RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
SUCH SECURITY), ONLY (A) TO THE COMPANY, OR VERIZON COMMUNICATIONS INC., (B)
PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, (E) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS ACQUIRING
THE
2
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL
AMOUNT OF $250,000 OF SECURITIES, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO
OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
CLAUSES (D), (E) AND (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND
WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.
VERIZON GLOBAL FUNDING CORP., a Delaware corporation (the "Issuer" or
the "Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of FOUR HUNDRED MILLION DOLLARS,
as revised by the Schedule of Increases and Decreases in Global Security
attached hereto, on December 1, 2010, and to pay interest thereon (computed on
the basis of a 360-day year of twelve 30-day months), semiannually on June 1,
and December 1 (the "Interest Payment Dates") of each year, commencing on June
1, 2001, at the rate per annum specified in the title of this Note from December
12, 2000 or the most recent Interest Payment Date to which interest had been
paid or duly provided for.
The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will as provided in the Indenture be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the May 15 or
3
November 15 preceding such Interest Payment Date (the "Record Date"). Payment of
the principal of (and premium, if any) and interest on this Note will be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts and as otherwise
provided in the Indenture.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by or
on behalf of First Union National Bank, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
The undersigned hereby certifies that the Support Agreement endorsed
hereon is a true and complete copy of the manually executed Support Agreement.
S-1
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed, manually or in facsimile.
Dated: December 12, 2000
VERIZON GLOBAL FUNDING CORP.
By:
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Treasurer
Attest:
By:
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein described in the
within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
as Trustee
By:
---------------------------------
Authorized Officer
2
(Reverse of Note)
VERIZON GLOBAL FUNDING CORP.
This Note is one of a duly authorized issue of Securities of the
Company designated as its 7 1/4% Notes Due 2010 (the "Notes"). The Notes are one
of an indefinite number of series of debt securities of the Company (the
"Securities"), issued or issuable under and pursuant to an indenture (the
"Indenture") dated as of December 1, 2000, between the Company, Verizon
Communications Inc. ("Parent") and First Union National Bank (herein called the
"Trustee," which term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Company, Parent, the
Trustee and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. The terms of this Note include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended. This Note is one of a series designated on
the face hereof. The terms of other series of Securities issued under the
Indenture may vary with respect to interest rates or interest rate formulas,
issue dates, maturity, redemption, repayment, currency of payment and otherwise
as provided in the Indenture. The Indenture further provides that Securities of
a single series may be issued at various times, with different maturity dates
and may bear interest at different rates. Holders of the Notes are entitled to
the benefits of the Exchange and Registration Rights Agreement, dated as of
December 12, 2000 (the "Registration Rights Agreement"), among the Company,
Parent and the initial purchasers named therein. The Notes, any related Private
Exchange Securities (as defined in the Registration Rights Agreement) and any
related Exchange Securities (as defined in the Registration Rights Agreement)
shall vote and consent together on all matters as one class, and none such
securities shall have the right to vote or consent as a separate class.
This Note is not subject to any sinking fund.
If an Event of Default with respect to the Notes shall occur and be
continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes of this series then Outstanding may
declare the entire principal amount of the Notes of this series due and payable
in the manner and with the effect provided in the Indenture.
The Notes will be redeemable as a whole or in part, at the option of
the Company at any time, at a redemption price equal to the greater of (1) 100%
of their principal amount or (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereof discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, plus accrued and
unpaid interest on the principal amount being redeemed to the Redemption Date
(the "Redemption Price").
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term ("Remaining Life") of the Notes to be redeemed that would be
utilized, at the time of selected and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of the Notes.
3
"Comparable Treasury Price" means (1) the average of five Reference
Treasury Dealer Quotations for such Redemption Date, after excluding the highest
and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than five Reference Treasury Dealer Quotations,
the average of all such quotations.
"Independent Investment Banker" means Chase Securities Inc., ▇.▇.
▇▇▇▇▇▇ Securities Inc. or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated or, if such firms
are unwilling or unable to select the Comparable Treasury Issue, an independent
banking institution of national standing appointed by the Trustee.
"Reference Treasury Dealer" means (1) Chase Securities Inc., ▇.▇.
▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and their
respective successors, provided, however, that if any of the foregoing ceases to
be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company will substitute another Primary Treasury Dealer
and (2) any other Primary Treasury Dealer selected by the Independent Investment
Banker after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Independent Investment Banker, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 5:00
p.m., New York City time, on the third business day preceding the Redemption
Date.
"Treasury Rate" means, with respect to any Redemption Date, (1) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated "H.15(519)" or any successor publication which is published weekly by
the Board of Governors of the Federal Reserve System and which establishes
yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption "Treasury Constant Maturities," for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three
months before or after the Remaining Life, yields for the two published
maturities most closely corresponding to the Comparable Treasury Issue will be
determined and the Treasury Rate will be interpolated or extrapolated from the
yields on a straight line basis, rounding to the nearest month) or (2) if that
release (or any successor release) is not published during the week preceding
the calculation date or does not contain those yields, the rate per annum equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury
Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
that Redemption Date. The Treasury Rate will be calculated on the third Business
Day preceding the Redemption Date.
The Indenture permits, with certain exceptions as therein provided, the
Company, Parent and the Trustee with the consent of the Holders of more than a
majority in aggregate principal amount of the Outstanding Securities of each
series issued under the Indenture to be affected thereby, to execute
supplemental indentures for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Indenture or of
modifying in any manner the rights of the Holders of such Securities and any
related coupons under the
4
Indenture; provided, however, that no such supplemental indenture shall, among
other things, (i) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon, if any, or any premium
payable upon redemption thereof; subject to certain exceptions, change any
obligation of the Company to pay additional amounts pursuant to Section 1006 of
the Indenture; change the Place of Payment on any Security or the currency or
currency unit in which any Security or the principal or interest thereon is
payable; impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or in the case of redemption on
or after the Redemption Date); impair any right of Holders of any Security to
repay or purchase Securities at their option; reduce or alter the method of
computation of any amount payable upon redemption, repayment or purchase of any
Securities by the Company (or the time when such redemption, repayment or
purchase may be made), (ii) reduce the percentage in principal amount of the
Outstanding Securities of any particular series, the Holders of which are
required to consent to any supplemental indenture, or any waiver, (iii) modify
any of the provisions of Sections 513, 902 or 1006 of the Indenture, except to
increase any such percentage or to provide that certain other provisions of the
Indenture cannot be modified or waived without the consent of the Holder of each
Security affected thereby; provided, however, that this clause shall not be
deemed to require the consent of any Holder of a Security or coupon with respect
to changes in the references to "the Trustee" and concomitant changes in
Sections 902 and 1006 of the Indenture, or the deletion of this proviso, in
accordance with the requirements of Sections 609, 61l(b), 901(6) and 901(7) of
the Indenture, or (iv) except as provided in Section 901(12) of the Indenture,
modify any of the provisions of the Support Agreement.
A supplemental indenture which changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under the
Indenture of the Holders of Securities of any other series.
The Indenture also contains provisions permitting the Holders of not
less than a majority in principal amount of the Outstanding Securities of any
particular series and any related coupons, on behalf of the Holders of all the
Securities of that series, to waive certain past defaults under the Indenture
and their consequences with respect to such series, except a default in the
payment of principal of (or premium, if any) or interest, if any, on any
Security of that series or a default with respect to a covenant or provision of
the Indenture which cannot be amended without the consent of such Holder.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same. If (x) the Depositary is at any time unwilling or
unable to continue as depository or if at any time the Depositary shall no
longer be eligible under Section 303 of the Indenture and a successor depository
is not appointed by the Company within 90 days after the Company receives such
notice or becomes aware of such ineligibility or (y) the Company delivers to the
Trustee a Company Order to the effect that this Note shall be exchangeable, this
Note shall be exchangeable for Notes in definitive form and in
an equal aggregate principal amount. Such definitive Notes shall be registered
in such name or names as the Depositary shall instruct the Trustee.
As provided in the Indenture and subject to certain limitations set
forth therein and above, the transfer of this Note may be registered on the
Security Register of the Company, upon surrender of this Note for registration
of transfer at the office or agency of the Company in a Place of Payment, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new Notes of authorized denominations and of a like Stated Maturity and
of like series and the same aggregate principal amount, with like terms and
conditions having endorsed thereon the text of the Support Agreement, will be
issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
Holders of the Notes are entitled to the benefits of a Support
Agreement between the Company and Parent in the form endorsed hereon.
Prior to due presentment of this Note for registration of transfer, the
Company, Parent or the Trustee and any agent of the Company, Parent or the
Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue, and neither the
Company, Parent, the Trustee nor any such agent shall be affected by notice to
the contrary.
Certain of the Company's and Parent's obligations under the Indenture
with respect to Notes may be terminated if the Company or Parent irrevocably
deposits with the Trustee money or Government Obligations sufficient to pay and
discharge the entire indebtedness on all Notes, as provided in the Indenture.
No recourse shall be had for the payment of the principal of (and
premium, if any), or the interest, if any, on this Note, or for any claim based
thereon, or upon any obligation, covenant or agreement of the Company or Parent
in the Indenture or the Support Agreement, against any incorporator,
stockholder, officer or director, as such, past, present of future, of the
Company, Parent or of any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment of
penalty or otherwise; and all such personal liability is expressly released and
waived as a condition of, and as part of the consideration for, the issuance of
this Note.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
6
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
----------------------------------------------
(Print or type assignee's name, address and zip code)
------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint ___________ agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.
Date: Your Signature:
-------------------- -------------------
Signature Guarantee:
--------------------------------------------------------
(Signature must be guaranteed)
------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:
CHECK ONE BOX BELOW:
1. [ ] acquired for the undersigned's own account, without transfer; or
2. [ ] transferred to the Company or Parent; or
3. [ ] transferred pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"); or
4. [ ] transferred pursuant to an effective registration statement under the
Securities Act; or
5. [ ] transferred pursuant to and in compliance with Regulation S under the
Securities Act; or
2
6. [ ] transferred to an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act), that has
furnished to the Trustee a signed certificate containing certain
representations and agreements (the form of which letter appears as
Section 307 of the Indenture); or
7. [ ] transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933
Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.
------------------------------
Signature
Signature Guarantee:
------------------------- ------------------------------
(Signature must be guaranteed) Signature
------------------------------------------------------------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Company as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A.
------------------------
Dated:
3
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been
made:
Amount of decrease in Amount of increase Principal Amount of this Signature of authorized
Date of Principal Amount of this in Principal Amount Global Security following signatory of Trustee or
Exchange Global Security of this Global Security such decrease or increase Securities Custodian
-------- ------------------------ ----------------------- ------------------------- -----------------------
SUPPORT AGREEMENT
BETWEEN
VERIZON COMMUNICATIONS INC.
AND
VERIZON GLOBAL FUNDING CORP.
This Agreement, made and entered into as of October 31, 2000, by and
between Verizon Communications Inc., a Delaware corporation ("Parent"), and
Verizon Global Funding Corp., a Delaware corporation ("Subsidiary").
W I T N E S S E T H :
WHEREAS, Parent is directly or indirectly the owner of 100% of the
outstanding common stock of Subsidiary; and
WHEREAS, Subsidiary has incurred, and from time to time will incur,
indebtedness through (a) the public and non-public debt markets, (b) the
issuance of commercial paper, (c) bank credit facilities, (d) negotiated loans,
(e) foreign exchange transactions or financial derivative agreements, (f) bid
and performance bonds or financial agreements in respect of the activities of
affiliates and subsidiaries of Verizon Investments Inc. and (g) structured
transactions involving the issuance, repurchase or guarantee of the equity
instruments of subsidiaries of the Parent (including any required capitalization
of such subsidiaries) where the proceeds received from such structured
transactions would be considered indebtedness for U.S. income tax purposes (all
such debt instruments, loans, commercial paper, bank agreements, foreign
exchange transactions, derivative agreements, bid and performance bonds,
financial guarantees and other instruments that would be considered indebtedness
for U.S. income tax purposes being hereinafter referred to as "Debt"), thereby
incurring indebtedness to parties other than Parent and its affiliates; and
WHEREAS, in order to enhance and maintain the financial condition of
Subsidiary to enhance its ability to issue Debt, Parent and Subsidiary from time
to time have entered into support agreements, including a Support Agreement
dated as of April 3, 1998 (the "1998 Support Agreement"); and
WHEREAS, Parent and Subsidiary desire to amend and restate the 1998
Support Agreement in its entirety as hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree that the 1998 Support Agreement shall be
amended and restated in its entirety as follows:
1. Stock Ownership. During the term of this Agreement, Parent will own
directly or indirectly all of the voting capital stock of Subsidiary now or
hereafter issued and outstanding.
2
2. Net Worth. During the term of this Agreement, Parent shall cause
Subsidiary to maintain at all times a positive tangible net worth, as determined
in accordance with generally accepted accounting principles.
3. Liquidity Provision. If, during the term of this Agreement,
Subsidiary requires funds to make timely payment of interest, principal or
premium, if any, on any Debt, and such funds are not obtainable by Subsidiary
from other sources on commercially reasonable terms, Parent shall provide to
Subsidiary, at its request, such funds either as equity or as a loan, at
Parent's option, to assure that the Subsidiary will be able to pay such
principal, interest and premium, if any, when due. If such funds are advanced to
Subsidiary as a loan, such loan shall be on such terms and conditions, including
maturity and rate of interest, as Parent and Subsidiary shall agree.
Notwithstanding the foregoing, any such loan shall be subordinated in all
respects to any and all Debt, whether or not such Debt is outstanding at the
time of such loan.
4. Waivers. Parent hereby waives any failure or delay on the part of
Subsidiary in asserting or enforcing any of its right or in making any claims or
demands hereunder.
5. Rights of Lender. Except as may be provided in any indenture or
agreement pursuant to which Debt is issued, any Lender (defined below) shall
have the right to proceed directly against Parent without first proceeding
against Subsidiary to enforce Subsidiary's rights under paragraphs 1, 2 and 3 of
this Agreement or to obtain payment of any defaulted interest, principal or
premium owed to such Lender. However, in no event may any Lender, on default by
Parent or Subsidiary under the terms of the indenture or other agreement
pursuant to which Debt is issued, or upon failure to comply with this Agreement
by Parent or Subsidiary, have recourse to or against the stock or assets of
Verizon Services Corp., Telecom Corporation of New Zealand Limited or any
operating telephone company which may from time to time be owned directly or
indirectly by Parent. The Term "Lender", as used in this Agreement, shall mean
any Person, firm or corporation to which Subsidiary is indebted for the Debt or
which is acting as trustee or authorized representative with respect to the Debt
on behalf of such person, firm or corporation.
6. Termination; Amendment. This Agreement may be modified or amended in
a manner that adversely affects the rights of the holders of Debt only if all
Lenders consent in advance and in writing to such modification or amendment. No
modification or amendment to this Agreement relating to the provisions set forth
in paragraphs 1, 2, 3 or 5 or this sentence shall be made unless Subsidiary
applies to the Securities and Exchange Commission for an amended order relating
to such modifications or amendment, and the Commission grants such amended
order. This Agreement may be terminated by either the Parent or the Subsidiary
by notice to the other party, provided that such termination shall be effective
only after all outstanding Debt issued by the Subsidiary is paid in full.
3
7. Notice. Any notice, instruction, request, consent, demand or other
communication required or contemplated by this Agreement to be in writing, shall
be given or made or communicated by United States first class mail, addressed as
follows:
If to Parent; Verizon Communications Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Senior Vice President and Treasurer
If to Subsidiary: Verizon Global Funding Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President and Treasurer
8. Successors. The covenants, representations, warranties and
agreements herein set forth shall be mutually binding upon, and inure to the
mutual benefit of, Parent and its successors, Subsidiary and its successors and
▇▇▇▇▇▇▇ from time to time.
9. Governing Law; Counterparts. This Agreement shall be governed by the
laws of the State of New York. This instrument may be executed in counterparts
and the executed counterparts shall together constitute one instrument.
4
IN WITNESS WHEREOF, the parties have set their hands and affixed their
corporate seals as of the day and year first above written.
ATTEST: VERIZON COMMUNICATIONS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------ ------------------------------
Assistant Secretary Senior Vice President and Treasurer
(SEAL)
ATTEST: VERIZON GLOBAL FUNDING CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------ ------------------------------
Secretary President and Treasurer
(SEAL)