Exhibit 10.1 U.S. $2,000,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of September 5, 2000Credit Agreement • September 7th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.2 Third Amendment to the Credit Agreement Dated as of September 28, 2001 (this "Third Amendment") Reference is hereby made to that certain Credit Agreement dated as of March 5, 2001, as amended by the First Amendment thereto dated as of May...Credit Agreement • October 12th, 2001 • Genuity Inc • Services-computer programming, data processing, etc. • New York
SUBLEASESublease Agreement • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
Exhibit 1.1 173,913,000 SHARES GENUITY INC. Class A Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Salomon Smith Barney Inc. Bear, Stearns & Co. Inc. Chase Securities Inc. Credit Suisse First Boston...Underwriting Agreement • June 8th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
ARTICLE I SUMMARY OF BASIC LEASE PROVISIONSLease • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Massachusetts
Among GENUITY INC. as Borrower, -----------Credit Agreement • October 1st, 2001 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.34 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of June ___, 2000, is entered into by and between GENUITY INC., a corporation organized and existing under the laws of the state of Delaware (the "COMPANY"), and...Registration Rights Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.22 SECOND AMENDMENT TO MASTER SERVICES AGREEMENT BETWEEN GTE NETWORK SERVICES And GTE GLOBAL NETWORKS INCORPORATEDMaster Services Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
Dated as of October 11, 2002Standstill Agreement • November 14th, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.9 AGREEMENT FOR TRANSITION SERVICES This Agreement for Transition Services is made between GTE Service Corporation, a New York corporation, with offices at 1255 Corporate Drive, Irving, Texas 75038 and its affiliates (individually and...Transition Services Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
AGREEMENTS:Assignment and Assumption of Lease • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
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...Credit Agreement • August 14th, 2001 • Genuity Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.1 GENUITY SOLUTIONS INC. EMPLOYEE RETENTION AGREEMENT This Employee Retention Agreement (the "Agreement") by and between Genuity Solutions Inc. ("Genuity" or the "Company") and ((Full_Name)) (the "Employee") is made as of July 1, 2002 (the...Employee Retention Agreement • November 14th, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • Massachusetts
Exhibit 10.43 June 5, 2001 James Freeze 38 Rutland Square #4 Boston, MA 02148 Dear Jim: I am pleased to offer you (the "Employee") this Employment Agreement (the "Agreement") with Genuity Solutions Inc. ("the Company" or "Genuity"), located at 225...Employment Agreement • April 1st, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • Massachusetts
IRU AGREEMENT DATED AS OF MAY 2, 1997 BY AND BETWEEN QWEST COMMUNICATIONS CORPORATION ("QWEST") AND GTE INTELLIGENT NETWORK SERVICES INCORPORATED ("GTE")Iru Agreement • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Colorado
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.41 FIRST AMENDMENT TO NETWORK SERVICES AGREEMENT THIS FIRST AMENDMENT to the Network Services Agreement (the "AMENDMENT"), effective as of January 8, 2002 (the "AMENDMENT EFFECTIVE DATE") is made by and...Network Services Agreement • April 1st, 2002 • Genuity Inc • Services-computer programming, data processing, etc.
EXHIBIT 10.1 Credit Agreement Dated as of March 5, 2001 (this "Agreement") Lender: Verizon Investments Inc., a Delaware corporation ("Lender"). Borrower: Genuity Inc., a Delaware corporation ("Borrower"). Facility: $500,000,000 line of credit (the...Credit Agreement • March 9th, 2001 • Genuity Inc • Services-computer programming, data processing, etc.
Exhibit 10.1 Second Amendment to the Credit Agreement Dated as of August 8, 2001 (this "Second Amendment") Reference is hereby made to that certain Credit Agreement dated as of March 5, 2001, as amended by the First Amendment thereto dated as of May...Credit Agreement • October 12th, 2001 • Genuity Inc • Services-computer programming, data processing, etc.
CONFIDENTIAL AOLTW PROMOTIONAL AGREEMENTPromotional Agreement • April 1st, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Guaranty Fee: Guaranty Fee shall be ____% per annum, calculated monthly, charged on the month-end outstanding balance of the Guaranty, as evidenced by the amortization schedule attached thereto or included therein, and will be payable semi-annually on...Financial Support Agreement • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
In consideration of the agreement by GTE Corporation ("GTE") to issue or continue to maintain the guaranty described above which is attached as Exhibit A hereto (the "Guaranty") following the transfer of GTE's controlling interest in Genuity Inc. ("Genuity") as contemplated by GTE and Bell Atlantic Corporation's Supplemental Filing with the FCC on January 27, 2000 (the "Separation"), Genuity agrees to pay GTE a fee pursuant to the following terms and conditions:
Section 1. Delivery of Source Code and Grant of Rights and Licenses Granted to --------- -------------------------------------------------------------------- GENUITY. ------- (a) Creation of Escrow. GTE shall deliver to GENUITY as set forth in...Software Escrow Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
CONFIDENTIALBrand, Technology and Co-Marketing Agreement • February 12th, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.28 Personal & Confidential ----------------------- June 5, 2000 Ira H. Parker 224 Lowell Rd. Wellesley, MA 02181 Dear Ira: I am pleased to offer you this employment agreement (the "Agreement") with Genuity Solutions, Inc. ("Genuity"), a...Employment Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Massachusetts
PERSONAL & CONFIDENTIAL ----------------------- June 5, 2000 Daniel P. O'Brien 7 Morganti Court Ridgefield, CT 06877 Dear Dan: I am pleased to offer you this employment agreement (the "Agreement") with Genuity Solutions, Inc. ("Genuity"), a subsidiary...Employment Agreement • June 23rd, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Massachusetts
EXHIBIT 10.13 SOFTWARE DEVELOPMENT AND TECHNICAL SERVICES AGREEMENT THIS SOFTWARE DEVELOPMENT AND TECHNICAL SERVICES AGREEMENT ("Agreement") is made between GTE Service Corporation, a New York corporation, with offices for this Agreement at 1255...Software Development and Technical Services Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.10 AGREEMENT FOR IT TRANSITION SERVICES This Agreement for IT Transition Services is made between GTE Service Corporation, a New York corporation, with offices at 1255 Corporate Drive, Irving, Texas 75038 and its affiliates (individually...It Transition Services Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.14 INTELLECTUAL PROPERTY OWNERSHIP AND CROSS LICENSE AGREEMENT THIS INTELLECTUAL PROPERTY OWNERSHIP AND CROSS LICENSE AGREEMENT ("Agreement") effective as of the closing date of the initial public offering of Genuity, Inc. common stock (the...Intellectual Property Ownership and Cross License Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
EXHIBIT 10.11 CONFIDENTIAL TREATMENT REQUESTED [An * Indicates Material that has been Omitted and Separately Filed Under an Application for Confidential Treatment] Purchase, Resale and Marketing Agreement This Purchase, Resale and Marketing Agreement...Purchase, Resale and Marketing Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Massachusetts
ARTICLE II REPRESENTATIONS AND WARRANTIESSubscription and Recapitalization Agreement • June 23rd, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
FORMaster Services Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Texas
EXHIBIT 10.12 SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AND MAINTENANCE AND SUPPORT AGREEMENT ("Agreement") is made between GTE Service Corporation, a New York corporation, with offices for this Agreement at 1255 Corporate Drive, Irving, Texas...Software License Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Exhibit 10.1 AMENDMENT NO. 1 TO THE PURCHASE, RESALE AND MARKETING AGEEMENT THIS AMENDMENT NO. 1 ("AMENDMENT") TO THE PURCHASE, RESALE AND MARKETING AGREEMENT ("AGREEMENT") is made on this 30th day of April, 2002 ("Effective Date") by and between...Purchase, Resale and Marketing Agreement • August 14th, 2002 • Genuity Inc • Services-computer programming, data processing, etc.
November 3, 2000Gte/Telus Agreement • March 30th, 2001 • Genuity Inc • Services-computer programming, data processing, etc.
EXHIBIT 10.9 AGREEMENT FOR TRANSITION SERVICES This Agreement for Transition Services is made between GTE Service Corporation, a New York corporation, with offices at 1255 Corporate Drive, Irving, Texas 75038 and its affiliates (individually and...Agreement for Transition Services • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
VERIZON COMMUNICATIONS INC. 1095 Avenue of the Americas September 12, 2002 New York, New York 10036 Genuity Inc. 225 Presidential Way Woburn, MA 01801 JP Morgan Chase Bank, as Agent, and each of the Lenders, as defined herein SECOND STANDSTILL...Second Standstill Agreement • November 14th, 2002 • Genuity Inc • Services-computer programming, data processing, etc.
Reference is made to the Credit Agreement (as amended from time to time, the "Credit Agreement") dated as of March 5, 2001 by and between Verizon Investments Inc., a Delaware corporation ("Verizon Investments"), and Genuity Inc., a Delaware corporation ("Genuity"). Capitalized terms not otherwise defined herein shall have the meanings specified therefor in the Credit Agreement.
