Exhibit 10.1
First Amendment to the
Credit Agreement
Dated as of May 22, 2001
(this "First Amendment")
Reference is hereby made to that certain Credit Agreement dated as of March
5, 2001 (the "Credit Agreement"), by and between Verizon Investments Inc., a
Delaware corporation (the "Lender") and Genuity Inc., a Delaware corporation
(the "Borrower" and together with the Lender, the "Parties"). Capitalized terms
used in this First Amendment and not otherwise defined have the meaning ascribed
to them in the Credit Agreement.
WHEREAS, the Parties desire to make certain amendments and modifications to
the terms of the Credit Agreement and to enter into certain other agreements,
all as specified in this First Amendment.
In consideration of the terms and conditions set forth in this First
Amendment, the Parties agree as follows:
1. Facility. The Parties hereby amend and modify the "Facility" section of the
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Credit Agreement by deleting the reference to "$500,000,000 line of credit
(the "Facility")" in its entirety and replacing it with the following:
"$900,000,000 line of credit, provided, however, the line of credit available
prior to May 31, 2001 shall not exceed $500,000,000 (the "Facility")."
2. Commitment Period. The Parties hereby amend and modify the "Commitment
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Period" section of the Credit Agreement by deleting the reference to "March
8, 2001 to, but including, May 31, 2001 (the "Commitment Period")." in its
entirety, and replacing it with the following: "March 8, 2001 to, but not
including, December 31, 2001 (the "Commitment Period")."
3. Maturity Date. The Parties hereby amend and modify the "Maturity Date"
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section of the Credit Agreement by deleting the reference to "May 31, 2001
(the "Maturity Date")." in its entirety, and replacing it with the
following: "December 31, 2001 (the "Maturity Date")."
4. Additional Covenants.
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(a) The Parties hereby amend and modify the "Additional Covenants" section
of the Credit Agreement by deleting the reference to "$500,000,000" in
clause (a) thereof and replacing it with the following: "$900,000,000".
(b) The Parties hereby amend and modify the "Additional Covenants" section
of the Credit Agreement by deleting the reference to "4:1" in clause
(a) thereof and replacing it with the following: "2.22:1".
(c) The Parties hereby amend and modify the "Additional Covenants" section
of the Credit Agreement by inserting the following sentence at the end
of clause (b) thereof: "In the alternative, at Lender's request,
Borrower shall direct the underwriter or underwriters who are selling
such indebtedness to pay the proceeds from the sale of such
indebtedness at the closing of such sale (i) first, to Lender in an
amount equal to the lesser of all amounts then borrowed under the
Facility and the total amount of such proceeds, and (ii) second, to
Borrower in an amount equal to all remaining proceeds from the sale of
the indebtedness."
5. Effectiveness. This First Amendment shall become effective immediately upon
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execution and delivery by Lender and the receipt by Lender of (a) a copy of
this First Amendment duly executed and delivered by Borrower, (b) a duly
executed Master Promissory Note evidencing the increase in the size and
extension of the Commitment Period and Maturity Date of the Facility, and
(c) copies of the documentation described under the "Documentation" section
of the Credit Agreement as modified to reflect the increased size and
extension of the Commitment Period and Maturity Date of the Facility.
6. Miscellaneous. This First Amendment shall inure to the benefit of and be
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binding upon the Parties, their successors and assigns. This First Amendment
may be executed in one or more counterparts, all of which shall be one and
the same agreement. Irrespective of the place of performance, this First
Amendment shall be construed, interpreted and enforced in accordance with
the laws of the State of New York, without reference to its conflicts of law
principles. This First Amendment constitutes the entire agreement between
the parties with respect to the subject matter hereof and merges and
supersedes all prior and contemporaneous oral and written communications
with respect hereto; provided, however, that it is the intent of the parties
that this First Amendment shall amend only the sections of the Credit
Agreement specifically referred to herein. Except as otherwise specifically
provided herein, all other sections of and Schedules and Exhibits to the
Credit Agreement shall be unaffected hereby and shall remain in full force
and effect according to their terms. The Credit Agreement and this First
Amendment shall be read and construed as one document.
In witness whereof, the Parties hereto have caused this First Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
GENUITY INC.
By: /s/ W. ▇▇▇▇ ▇▇▇▇▇▇
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Name: W. ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President and Treasurer
VERIZON INVESTMENTS INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and Treasurer