EXHIBIT 4.4
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").
WITNESSSETH:
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. 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.
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.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Senior Vice President and Treasurer
If to Subsidiary: Verizon Global Funding Corp.
0000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
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 Lenders 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.
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/ Xxxxxx X. Xxx By: /s/ Xxxxxxx X. Xxxxxxx
__________________ ______________________
Assistant Secretary Senior Vice President and Treasurer
(SEAL)
ATTEST: VERIZON GLOBAL FUNDING CORP.
By: /s/ Xxxxxx X. Xxx By: /s/ Xxxxx X. Xxxxxxx
__________________ ______________________
Secretary President and Treasurer
(SEAL)