Exhibit 1.1
VERIZON COMMUNICATIONS INC.
FORM OF PURCHASE AGREEMENT FOR DEBT SECURITIES
Verizon Communications Inc., a Delaware corporation (the "Company")
proposes to issue and sell $_____,000,000 aggregate principal amount of its [__%
Notes due __] [Floating Rate Notes due __] (the "New Notes"). Subject to the
terms and conditions set forth or incorporated by reference herein, the Company
agrees to sell and the purchaser or purchasers named in Schedule A attached
hereto (the "Purchasers"), severally agree to purchase the New Notes at ___% of
their principal amount plus accrued interest, if any, from ______, 200__ to the
date of payment for the New Notes and delivery thereof. [Interest on the New
Notes will be payable semi-annually on ______ and ______, commencing ______,
200__.] [Interest on the New Notes will be payable on ______[, _____, ______ and
_____] at __-month LIBOR plus __%.] The New Notes will be reoffered to the
public at ___% of their principal amount.
All the provisions contained in the Company's Standard Purchase
Agreement Provisions (February 2006 Edition) (the "Standard Purchase Agreement
Provisions") annexed hereto shall be deemed to be a part of this Purchase
Agreement to the same extent as if such provisions had been set forth in full
herein.
REDEMPTION PROVISIONS:
[The New Notes will not be redeemable prior to maturity.]
OR
[The New Notes will not be redeemed prior to _____. Thereafter, the
New Notes will be redeemable on not less than 30 nor more than 60 days' notice
given as provided in the Indenture, as a whole or in part, at the option of the
Company at a redemption price equal to 100% of the principal amount being
redeemed plus accrued and unpaid interest on the principal amount being redeemed
to the date of redemption.]
OR
[The New Notes will not be redeemable prior to ______. Thereafter,
the New Notes will be redeemable on not less than 30 nor more than 60 days'
notice given as provided in the Indenture, as a whole or in part, at the option
of the Company at the redemption price set forth below. The "initial regular
redemption price" will be the initial public offering price as defined below
plus the rate of interest on the New Notes. The redemption price during the
twelve-month period beginning ______ and during the twelve- month periods
beginning on each ______ thereafter through the twelve-month period ended ______
will be determined by reducing the initial regular redemption price by an amount
determined by multiplying (a) 1/_ of the amount by which such initial regular
redemption price exceeds 100% by (b) the number of such full twelve-month
periods which shall have elapsed between ______ and the date fixed for
redemption; and thereafter the redemption prices during the twelve-month periods
beginning _____ shall be 100%; provided, however, that all such prices will be
specified to the nearest 0.01%, or if there is no nearest 0.01%, then to the
next higher 0.01%.
For the purpose of determining the redemption prices of the New
Notes, the initial public offering price of the New Notes shall be the price,
expressed in percentage of principal amount (exclusive of accrued interest), at
which the New Notes are to be initially offered for sale to the public; if there
is not a public offering of the New Notes, the initial public offering price of
the New Notes shall be deemed to be the price, expressed in percentage of
principal amount (exclusive of accrued interest), to be paid to the Company by
the Purchasers.]
OR
[The New Notes may be redeemed on not less than 30 nor more than 60
days' notice given as provided in the Indenture, as a whole or from time to time
in part, at the option of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount thereof or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon 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
______ basis points, plus, in either case, accrued and unpaid interest on the
principal amount being redeemed to such redemption date.
"Treasury Rate" means, with respect to any redemption date, (i) the
yield, under the heading which represents the average for the immediately
preceding week, appearing in the most recently published statistical release
published by the Board of Governors of the Federal Reserve System designated as
"Statistical Release 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
shall be determined and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or
(ii) if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such 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 such redemption date. The Treasury Rate shall be calculated
on the third Business Day preceding the redemption date.
"Business Day" means any calendar day that is not a Saturday, Sunday
or legal holiday in New York, New York and on which commercial banks are open
for business in New York, New York.
"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 New Notes that would
be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities of comparable
maturity to the remaining term of such New Notes.
"Comparable Treasury Price" means (i) the average of three Reference
Treasury Dealer Quotations for such redemption date, or (ii) if the Independent
Investment Banker is unable to obtain three such Reference Treasury Dealer
Quotations, the average of all such quotations obtained.
"Independent Investment Banker" means an independent investment
banking or commercial banking institution of national standing appointed by the
Company.
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"Reference Treasury Dealer" means (i) any independent investment
banking or commercial banking institution of national standing and their
respective successors appointed by the Company, provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in The City of New York (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasure Dealer and (ii) any other Primary
Treasury Dealer selected by the Independent Investment Banker and approved in
writing by 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, or 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 3:30
p.m., New York City time, on the third Business Day preceding such redemption
date.
In the event of redemption of the New Notes in part only, a new Note
of like tenor for the unredeemed portion thereof and otherwise having the same
terms as the Note shall be issued in the name of the holder thereof upon the
presentation and surrender thereof.]
CLOSING:
The Purchasers agree to pay for the New Notes by wire transfer in
same day funds to an account designated by the Company upon delivery of such New
Notes at __:__ a.m. (New York City time) on ______, 200_ (the "Closing Date"),
or at such other time, not later than the seventh full business day thereafter,
as shall be agreed upon by the Company and the Purchasers or the firm or firms
designated as the representative or representatives, as the case may be, of the
Purchasers (the "Representative").
DENOMINATION OF THE NEW NOTES:
[The New Notes shall be in the form of temporary or definitive
fully-registered New Notes in denominations of Five Thousand Dollars ($5,000)
and integral multiples of One Thousand Dollars ($1,000) in excess thereof,
registered in such names as the Purchasers or the Representative shall request
not less than two business days before the Closing Date. The Company agrees to
make the New Notes available to the Purchasers or the Representative for
inspection at the office of Wachovia Bank, National Association in New York, New
York or The Depository Trust Company, New York, New York, at least twenty-four
hours prior to the time fixed for the delivery of the New Notes on the Closing
Date.]
OR
[The New Notes shall be in the form of one or more Global Notes
which shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, the New Notes and shall be registered in the name
of The Depository Trust Company or its nominee. The Company agrees to make the
New Notes available to the Purchasers or the Representative for inspection at
the office of Wachovia Bank, National Association in New York, New York or
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The Depository Trust Company, New York, New York, at least twenty-four hours
prior to the time fixed for the delivery of the New Notes on the Closing Date.]
RESALE:
[The Purchasers represent that they intend to resell the New Notes,
and therefore the provisions applicable to Reselling Purchasers in the Standard
Purchase Agreement Provisions will be applicable.]
OR
[The Purchasers represent that they do not intend to resell the New
Notes, and therefore the provisions applicable to Reselling Purchasers in the
Standard Purchase Agreement Provisions will not be applicable.]
[In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member
State"), each Purchaser represents to and agrees that, with effect from and
including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date"), it has not made and
will not make an offer of New Notes to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the New Notes which has
been approved by the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that it may, with effect from and including the
Relevant Implementation Date, make an offer of New Notes to the public in that
Relevant Member State at any time:
(a) to legal entities which are authorized or regulated to operate
in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of (1) an average of
at least 250 employees during the last financial year; (2) a
total balance sheet of more than (euro)43,000,000 and (3) an
annual net turnover of more than (euro)50,000,000, as shown in
its last annual or consolidated accounts;
(c) to investors with the minimum total consideration per investor
of (euro)50,000; or
(d) in any other circumstances which do not require the
publication by the issuer of a prospectus pursuant to Article
3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of New Notes to the
public" in relation to any New Notes in any Relevant Member State means the
communication in any form and by any means of sufficient information on the
terms of the offer and the New Notes to be offered so as to enable an investor
to decide to purchase or subscribe the New Notes, as the same may be varied in
that Relevant Member State by any measure implementing the Prospectus
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Directive in that Relevant Member State and the expression Prospectus Directive
means Directive 2003/71/EC and includes any relevant implementing measure in
each Relevant Member State.
Each Purchaser represents to and agrees that:
(a) (i) it is a person whose ordinary activities involve it in
acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of its business and (ii)
it has not offered or sold and will not offer or sell the New
Notes other than to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their
businesses or who it is reasonable to expect will acquire,
hold, manage or dispose of investments (as principal or agent)
for the purposes of their businesses where the issue of the
New Notes would otherwise constitute a contravention of
Section 19 of the Financial Services and Markets Act (the
"FSMA") by the Company;
(b) it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the
meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of the New Notes in
circumstances in which Section 21(1) of the FSMA does not
apply to the Company; and
(c) it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to
the New Notes in, from or otherwise involving the United
Kingdom.
Each of the Purchasers also represents to and agrees that it has not
offered, sold or delivered and that it will not offer, sell or deliver, directly
or indirectly, any of the New Notes or distribute the Prospectus or any other
material relating to the New Notes, in or from any jurisdiction except under
circumstances that will, to the best of its knowledge and belief, result in
compliance with the applicable laws and regulations thereof.]
ISSUER FREE WRITING PROSPECTUSES:
Any Issuer General Use Free Writing Prospectus (as such term is
defined in the Standard Purchase Agreement Provisions) relating to the offering
of the New Notes is identified in Schedule B attached hereto and any Issuer
Limited Use Free Writing Prospectus (as such term is defined in the Standard
Purchase Agreement Provisions) relating to the offering of the New Notes is
identified in Schedule C attached hereto.
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APPLICABLE TIME:
The "Applicable Time" for purposes of this Purchase Agreement shall
be __:00[a/p]m (Eastern time) on the date of this Purchase Agreement.
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In witness whereof, the parties have executed this Purchase
Agreement this ______ day of ______, ______.
[Names of Purchasers or Representative]
By:______________________________
Title:
VERIZON COMMUNICATIONS INC.
By:______________________________
Title:
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SCHEDULE A
The names of the Purchasers and the principal amount of New Notes
which each respectively agrees to purchase are as follows:
Principal Amount of
Name New Notes
---- -------------------
$ ,000,000
----------
Total $ ,000,000
==========
SCHEDULE B
ISSUER GENERAL USE FREE WRITING PROSPECTUSES
[Specify Each Issuer General Use Free Writing Prospectus, or if none so state]
SCHEDULE C
ISSUER LIMITED USE FREE WRITING PROSPECTUSES
[Specify Each Issuer Limited Use Free Writing Prospectus, or if none so state]
VERIZON COMMUNICATIONS INC.
STANDARD PURCHASE AGREEMENT PROVISIONS
(February 2006 Edition)
Verizon Communications Inc., a Delaware corporation (the "Company"),
may enter into one or more purchase agreements providing for the sale of Debt
Securities to the purchaser or purchasers named therein (the "Purchasers"). The
standard provisions set forth herein will be incorporated by reference in any
such purchase agreement ("Purchase Agreement"). The Purchase Agreement,
including these Standard Purchase Agreement Provisions incorporated therein by
reference, is hereinafter referred to as "this Agreement." Unless otherwise
defined herein, terms used in this Agreement that are defined in the Purchase
Agreement have the meanings set forth therein.
I. SALE OF THE DEBT SECURITIES
The Company proposes to issue one or more series of Debt Securities
pursuant to the provisions of an indenture dated as of December 1, 2000 (the
"Original Indenture"), as supplemented by the supplemental indenture dated as of
May 15, 2001 (the "First Supplemental Indenture"), as further supplemented by
the supplemental indenture dated as of September 29, 2004 (the "Second
Supplemental Indenture") and as further supplemented by the supplemental
indenture dated as of February 1, 2006 (the "Third Supplemental Indenture", and
together with the Original Indenture, the First Supplemental Indenture and the
Second Supplemental Indenture, the "Indenture"), between the Company, as
successor in interest to Verizon Global Funding Corp., and Wachovia Bank,
National Association, formerly known as First Union National Bank (the
"Trustee"). In a supplemental indenture to the Indenture, a resolution of the
Board of Directors of the Company or an officers' certificate pursuant to a
supplemental indenture or board resolution specifically authorizing each new
series of Debt Securities, the Company will designate the title of each new
series of Debt Securities, and the aggregate principal amount, date or dates of
maturity, dates for payment and rate of interest, redemption dates, prices,
obligations and restrictions, if any, and any other terms with respect to each
such series.
The Company has filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
Registration Statement No. 333-109028 relating to certain securities including
up to $10,000,000,000 of the Company's debt securities registered thereunder
(the amount remaining unsold under such registration statement, from time to
time, is hereinafter referred to as the "Debt Securities"), including a
prospectus which relates to the Debt Securities, and has filed with, or
transmitted for filing to, the Commission (or will promptly after the sale so
file or transmit for filing) a prospectus supplement specifically relating to
the particular series of Debt Securities to which this Agreement relates (such
particular series being hereinafter referred to as the "New Notes") pursuant to
Rule 424(b) under the Act ("Rule 424(b)"). The various parts of Registration
Statement No. 333-109028, including all exhibits and any schedules thereto but
excluding the Statement of Eligibility of the Trustee under the Indenture and
including any prospectus supplement relating to the New Notes that is filed with
the Commission and deemed by virtue of Rule 430B to be part thereof, each as
amended at the time such part of the registration statement became effective,
are referred to collectively as the "Registration Statement"; the base
prospectus filed as part of the Registration Statement, in the form in which it
has been most recently filed with the Commission on or prior to the time
identified in the Purchase Agreement as the "Applicable Time" (the "Applicable
Time") is referred to as the "Basic Prospectus"; the Basic Prospectus, as it may
be amended and supplemented (including as
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amended or supplemented by any preliminary prospectus supplement) prior to the
Applicable Time is referred to as the "Pricing Prospectus"; and the form of the
final prospectus relating to the New Notes filed with the Commission pursuant to
Rule 424(b) under the Act is referred to as the "Prospectus". As used herein,
the terms "Registration Statement", "Basic Prospectus", "Pricing Prospectus" and
"Prospectus" shall include in each case the material, if any, incorporated by
reference therein.
II. PURCHASERS' REPRESENTATIONS AND RESALE
Each Purchaser severally and not jointly represents and warrants
that information furnished in writing to the Company expressly for use in the
Registration Statement, the Basic Prospectus, the Pricing Prospectus or the
Prospectus or in any Issuer Free Writing Prospectus, as defined in Article VII
hereof, will not contain any untrue statement of a material fact and will not
omit any material fact in connection with such information necessary to make
such information not misleading.
If the Purchasers advise the Company in the Purchase Agreement that
they intend to resell the New Notes, the Company will assist the Purchasers as
hereinafter provided. The terms of any such resale will be set forth in the
Prospectus. The provisions of Paragraphs C, D, E and F of Article VI and
Articles VIII, IX, X and XIII of this Agreement apply only to Purchasers that
have advised the Company of their intention to resell the New Notes ("Reselling
Purchasers"). All other provisions apply to any Purchaser including a Reselling
Purchaser.
Each Purchaser represents that it has not and agrees that it will
not make any offer relating to the New Notes by means of a "free writing
prospectus," as defined in Rule 405 under the Act, required to be filed with the
Commission, unless (i) listed in Schedule B or Schedule C to the Purchase
Agreement, (ii) the information contained in the free writing prospectus is
immaterial to the offering of the New Notes, or (iii) the consent of the
Company is obtained. Each Reselling Purchaser agrees to advise each person to
whom it initially resells the New Notes, prior to such resale, of the
availability of the Pricing Prospectus and each Issuer Free Writing Prospectus
referred to in Schedule B to the Purchase Agreement.
III. CLOSING
The closing will be held at the office of the Company at Xxx Xxxxxxx
Xxx, Xxxxxxx Xxxxx, XX 00000, on the Closing Date. Concurrent with the delivery
of the New Notes to the Purchasers or to the Representative for the account of
each Purchaser, payment of the full purchase price of the New Notes shall be
made by wire transfer in same day funds to an account designated by the Company.
IV. CONDITIONS TO PURCHASERS' OBLIGATIONS
The respective obligations of the Purchasers hereunder are subject
to the following conditions:
(A) The Registration Statement shall have become effective and no
stop order suspending the effectiveness of the Registration Statement shall be
in effect, and no proceedings for such purpose shall be pending before or
threatened by the Commission; since the latest date as of which information is
given in the Pricing Prospectus, there shall have been no material adverse
change in the business, business prospects, properties, financial condition or
results of operations of the Company; and the Purchasers or the Representative
shall have received on the
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Closing Date the customary form of compliance certificate, dated the Closing
Date and signed by the President or a Vice President of the Company, including
the foregoing. The officer executing such certificate may rely upon the best of
his or her knowledge as to proceedings pending or threatened.
(B) The Purchasers or the Representative shall have received on the
Closing Date an opinion of the General Counsel of the Company, or other counsel
to the Company satisfactory to the Purchasers and counsel to the Purchasers,
dated the Closing Date, substantially in the form set forth in Exhibit A hereto.
(C) The Purchasers or the Representative shall have received on the
Closing Date an opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP, counsel for the
Purchasers, dated the Closing Date, substantially in the form set forth in
Exhibit B hereto.
(D) The Purchasers or the Representative shall have received on the
Closing Date a letter from Ernst & Young LLP, independent public accountants for
the Company, dated as of the Closing Date, to the effect set forth in Exhibit C
hereto.
If any condition specified in this Article IV shall not have been fulfilled when
and as required to be fulfilled, this Agreement may be terminated by the
Purchasers by notice to the Company and such termination shall be without
liability of any party to any other party except as provided in Articles VI and
VII hereof.
V. CONDITIONS TO THE COMPANY's OBLIGATIONS
The obligations of the Company hereunder are subject to the
following conditions:
(A) The Registration Statement shall have become effective and no
stop order suspending the effectiveness of the Registration Statement shall be
in effect, and no proceedings for such purpose shall be pending before or
threatened by the Commission.
(B) The Company shall have received on the Closing Date the full
purchase price of the New Notes purchased hereunder.
VI. COVENANTS OF THE COMPANY
In further consideration of the agreements contained herein of the
Purchasers, the Company covenants to the several Purchasers as follows:
(A) To furnish to the Purchasers or the Representative a copy of the
Registration Statement including materials, if any, incorporated by reference
therein, to timely file with the Commission any Prospectus relating to the
offering of the New Notes required to be filed by the Company pursuant to Rule
424(b) under the Act, and, during the period mentioned in (D) below, to supply
as many copies of the Prospectus, any documents incorporated by reference
therein and any supplements and amendments thereto as the Purchasers or the
Representative may reasonably request. The terms "supplement" and "amendment" or
"amend" as used in this
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Agreement shall include all documents filed by the Company with the Commission
subsequent to the effective date of the Registration Statement, or the date of
the Basic Prospectus, the Pricing Prospectus or the Prospectus, as the case may
be, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which are deemed to be incorporated by reference therein.
(B) Before amending or supplementing the Registration Statement, the
Basic Prospectus, the Pricing Prospectus or the Prospectus with respect to the
New Notes, to furnish to any Purchaser or the Representative, and to counsel for
the Purchasers, a copy of each such proposed amendment or supplement.
The covenants in Paragraphs (C), (D), (E) and (F) apply only to
Reselling Purchasers:
(C) The Company will notify the Reselling Purchasers promptly, at
any time prior to completion of the resale of the New Notes by the Reselling
Purchasers, and confirm the notice in writing, (i) of the delivery to the
Commission for filing any document to be filed pursuant to the Exchange Act
which will be incorporated by reference into the Registration Statement, (ii) of
any request by the Commission for any amendment or supplement to the
Registration Statement, to any document incorporated by reference therein or for
any additional information, (iii) of the issuance by the Commission of any order
directed to the Registration Statement or any document incorporated therein by
reference or the initiation or threat of any challenge by the Commission to the
accuracy or adequacy of any document incorporated by reference in the
Registration Statement and (iv) of receipt by the Company of any notification
with respect to the suspension of the qualification of the New Notes for sale in
any jurisdiction or the initiation or threat of any proceeding for that purpose.
(D) If, at any time prior to the completion of the resale of the New
Notes during which, in the opinion of counsel for the Reselling Purchasers, the
Prospectus (or, in lieu thereof, the notice referred to in Rule 173 under the
Act) is required by law to be delivered, any event shall occur as a result of
which it is necessary to amend or supplement the Prospectus in order to make a
statement therein, in light of the circumstances when the Prospectus is
delivered to a subsequent purchaser, not materially misleading, or if it is
otherwise necessary to amend or supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at its own expense (unless such amendment
shall relate to information furnished by the Purchasers or the Representative by
or on behalf of the Purchasers in writing expressly for use in the Prospectus),
to the Reselling Purchasers, the number of copies requested by the Reselling
Purchasers or the Representative of either amendments or supplements to the
Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in light of the circumstances when the Prospectus is
delivered to a subsequent purchaser, be misleading or so that the Prospectus
will comply with law.
(E) The Company represents that it has not and agrees that it will
not make any offer relating to the New Notes that would constitute an "issuer
free writing prospectus," as defined in Rule 433(h)(1) under the Act, unless (i)
listed in Schedule B or Schedule C to the Purchase Agreement, (ii) the
information contained in the issuer free writing prospectus is immaterial to the
offering of the New Notes, or (iii) the consent of the Purchasers is obtained.
Any free writing prospectus consented to by the Purchasers under this paragraph,
as well as any
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other "free writing prospectus" as defined in Rule 405 under the Act, required
to be filed with the Commission and consented to by the Company under Article II
hereof, is referred to in this Agreement as a "Permitted Free Writing
Prospectus." The Company represents that it has treated and agrees that it will
treat each Permitted Free Writing Prospectus as an "issuer free writing
prospectus," as defined in Rule 433(h)(1) under the Act, and has complied and
will comply with the requirements of Rule 433 applicable to such Permitted Free
Writing Prospectus, including timely filing with the Commission where required,
legending and record keeping.
(F) To use their best efforts to qualify the New Notes for offer and
sale under the securities or Blue Sky laws of such jurisdictions as the
Purchasers or the Representative shall reasonably request and to pay all
expenses (including fees and disbursements of counsel) in connection therewith;
provided, however, that the Company, in complying with the foregoing provisions
of this paragraph, shall not be required to qualify as a foreign company or to
register or qualify as a broker or dealer in securities in any jurisdiction or
to consent to service of process in any jurisdiction other than with respect to
claims arising out of the offering or sale of the New Notes, and provided
further the Company shall not be required to continue the qualification of the
New Notes beyond one year from the date of the sale of the New Notes.
VII. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the several Purchasers that
(i) each document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Basic Prospectus, the Pricing Prospectus or the
Prospectus complied or will comply when so filed in all material respects with
the Exchange Act and the rules and regulations thereunder, (ii) each part of the
Registration Statement filed with the Commission pursuant to the Act relating to
the New Notes, when such part became effective (including each deemed effective
date pursuant to Rule 430B(f)(2)), did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (iii) on the effective
date of the Registration Statement (including each deemed effective date
pursuant to Rule 430B(f)(2)), the date of the Basic Prospectus, the Pricing
Prospectus and the Prospectus and at all times subsequent to and including the
Closing Date, the Registration Statement, the Basic Prospectus, the Pricing
Prospectus and the Prospectus, as amended or supplemented, if applicable,
complied or will comply in all material respects with the Act and the applicable
rules and regulations thereunder, (iv) on the effective date of the Registration
Statement (including each deemed effective date pursuant to Rule 430B(f)(2)),
the Registration Statement did not contain, and as amended or supplemented, if
applicable, will not contain, any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading, and on the date of the Prospectus, or any amendment or supplement
thereto, and on the Closing Date, the Prospectus will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading; except that these representations and warranties
do not apply to statements or omissions in the Registration Statement or the
Prospectus based upon information furnished to the Company by any Purchaser or
the Representative by or on behalf of any Purchaser in writing expressly for use
therein or to statements or omissions in the Statement of Eligibility of the
Trustee under the Indenture, (v) as of the Applicable Time, neither (a) any
Issuer General Use
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Free Writing Prospectus(es) (as defined below) issued at or prior to the
Applicable Time (all of which are identified in Schedule B to the Purchase
Agreement) [and] [,] the Pricing Prospectus [and the price to public and
underwriting discount on the cover page of the Prospectus and the statements
under the caption "Description of the Notes" in the Prospectus], all considered
together (collectively the "General Disclosure Package"), nor (b) any individual
Issuer Limited Use Free Writing Prospectus (as defined below) (all of which are
identified in Schedule C to the Purchase Agreement), when considered together
with the General Disclosure Package, included any untrue statement of a material
fact or omitted to state any material fact necessary in order to make the
statements, in the light of the circumstances under which they were made, not
misleading; except that these representations and warranties do not apply to
statements or omissions in any Issuer Free Writing Prospectus or the Pricing
Prospectus based upon information furnished to the Company by any Purchaser or
the Representative by or on behalf of any Purchaser in writing expressly for use
therein, (vi) each Issuer Free Writing Prospectus, as of its issue date and at
all subsequent times through the completion of the public offer of the New Notes
did not, does not and will not include any information conflicting with the
information contained in the Registration Statement, (vii) at the earliest time
after the filing of the Registration Statement that the Company or another
offering participant made a bona fide offer (within the meaning of Rule
164(h)(2) under the Act) of the New Notes and at the date of the Purchase
Agreement the Company was not and is not an "ineligible issuer" as defined in
Rule 405 under the Act, (viii) there are no legal or governmental proceedings
required to be described in the Basic Prospectus, the Pricing Prospectus or the
Prospectus which are not described as required, (ix) the consummation of any
transaction herein contemplated will not result in a breach of, default under or
creation of any lien, charge or encumbrance upon any material property or asset
of the Company or any of its subsidiaries pursuant to the terms of any agreement
or instrument to which the Company is a party or any statute or any order, rule
or regulation of any court or governmental agency or body by which the Company
is bound, and (x) the Indenture has been qualified under the Trust Indenture Act
of 1939, as amended.
As used in this section and elsewhere in this Agreement:
"Issuer Free Writing Prospectus" means any "issuer free writing
prospectus," as defined in Rule 433(h)(1) under the Act relating to the New
Notes that (i) is required to be filed with the Commission by the Company, (ii)
is a "road show for an offering that is a written communication" within the
meaning of Rule 433(d)(8)(i) under the Act, whether or not required to be filed
with the Commission, or (iii) is exempt from filing pursuant to Rule
433(d)(5)(i) under the Act because it contains a description of the New Notes or
of the offering that does not reflect the final terms, in each case in the form
filed or required to be filed with the Commission, or, if not required to be
filed, in the form retained in the Company's records pursuant to Rule 433(g)
under the Act.
"Issuer General Use Free Writing Prospectus" means any Issuer Free
Writing Prospectus that is intended for general distribution to prospective
investors, as evidenced by its being specified in Schedule B to the Purchase
Agreement.
"Issuer Limited Use Free Writing Prospectus" means any Issuer Free
Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
-7-
VIII. INDEMNIFICATION
The Company agrees to indemnify and hold harmless each Reselling
Purchaser and each person, if any, who controls such Reselling Purchaser within
the meaning of either Section 15 of the Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, damages and liabilities based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, the Basic Prospectus, the Pricing Prospectus, any
Issuer Free Writing Prospectus or the Prospectus (if used within the period set
forth in Paragraph (D) of Article VI hereof, and as amended or supplemented if
the Company shall have furnished any amendments or supplements thereto), or
based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages or liabilities are
based upon any such untrue statement or omission or alleged untrue statement or
omission based upon information furnished to the Company by any Reselling
Purchaser or the Representative by or on behalf of any Reselling Purchaser in
writing expressly for use therein or by any statement or omission in the
Statement of Eligibility of the Trustee under the Indenture.
Each Reselling Purchaser severally and not jointly agrees to
indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and any person controlling the Company to the same
extent as the foregoing indemnity from the Company to each Reselling Purchaser,
but only with reference to information relating to said Reselling Purchaser
furnished to the Company in writing by the Reselling Purchaser or the
Representative by or on behalf of said Reselling Purchaser expressly for use in
the Registration Statement, the Basic Prospectus, the Pricing Prospectus, any
Issuer Free Writing Prospectus or the Prospectus.
In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person or persons against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
(provided, however, that if such indemnified party shall object to the selection
of counsel after having been advised by such counsel that there may be one or
more legal defenses available to the indemnified party which are different from
or additional to those available to the indemnifying party, the indemnifying
party shall designate other counsel reasonably satisfactory to the indemnified
party) and the indemnifying party shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but if settled
with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment.
-8-
If the indemnification provided for in this Article VIII is
unavailable to an indemnified party under the first or second paragraph hereof
or insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party shall severally contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Reselling Purchasers on
the other from the offering of the New Notes or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company on the one hand and of the
Reselling Purchasers on the other in connection with the statement or omission
that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the
Company on the one hand and the Reselling Purchasers on the other in connection
with the offering of the New Notes shall be deemed to be in the same proportion
as the total net proceeds from the offering of the New Notes received by Company
bear to the total commissions, if any, received by all of the Reselling
Purchasers in respect thereof. If there are no commissions allowed or paid by
the Company to the Reselling Purchasers in respect of the New Notes, the
relative benefits received by the Reselling Purchasers in the preceding sentence
shall be the difference between the price received by such Reselling Purchasers
upon resale of the New Notes and the price paid for the New Notes pursuant to
the Purchase Agreement. The relative fault of the Company on the one hand and of
the Reselling Purchasers on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Reselling Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The amount paid or payable by an indemnified party as a result of
the losses, claims, damages and liabilities referred to in this Article VIII
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article VIII, no Reselling Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the New Notes purchased by it under this Agreement and
resold as contemplated herein and in the Prospectus exceeds the amount of any
damages which such Reselling Purchaser has otherwise paid or becomes liable to
pay by reason of any untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Reselling
Purchasers' obligations to contribute as provided in this Article VIII are
several in proportion to their respective purchase obligations and not joint.
IX. SURVIVAL
The indemnity and contribution agreements contained in Article VIII
and the representations and warranties of the Company contained in Article VII
of this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement,
-9-
(ii) any investigation made by any Reselling Purchaser or on behalf of any
Reselling Purchaser or any persons controlling any Reselling Purchaser and (iii)
acceptance of and payment for any of the New Notes.
X. TERMINATION BY RESELLING PURCHASERS
At any time prior to the Closing Date this Agreement shall be
subject to termination in the absolute discretion of the Reselling Purchasers,
by notice given to the Company, if (i) trading in securities generally on the
New York Stock Exchange shall have been suspended or materially limited, (ii) a
general moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities, (iii) minimum prices
shall have been established on the New York Stock Exchange by Federal or New
York State authorities or (iv) any outbreak or material escalation of
hostilities involving the United States or declaration by the United States of a
national emergency or war or other calamity or crisis shall have occurred, the
effect of any of which is such as to make it impracticable or inadvisable to
proceed with the delivery of the New Notes on the terms and in the manner
contemplated by the Prospectus.
XI. TERMINATION BY PURCHASERS
If this Agreement shall be terminated by the Purchasers because of
any failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason (other
than those set forth in Article V) the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the Purchasers for
all out-of-pocket expenses (including the fees and disbursements of counsel)
reasonably incurred by such Purchasers in connection with the New Notes. Except
as provided herein, the Purchasers shall bear all of their expenses, including
the fees and disbursements of counsel.
XII. SUBSTITUTION OF PURCHASERS
If for any reason any Purchaser shall not purchase the New Notes it
has agreed to purchase hereunder, the remaining Purchasers shall have the right
within 24 hours to make arrangements satisfactory to the Company for the
purchase of such New Notes hereunder. If they fail to do so, the amounts of New
Notes that the remaining Purchasers are obligated, severally, to purchase under
this Agreement shall be increased in the proportions which the total amount of
New Notes which they have respectively agreed to purchase bears to the total
amount of New Notes which all non-defaulting Purchasers have so agreed to
purchase, or in such other proportions as the Purchasers may specify to absorb
such unpurchased New Notes, provided that such aggregate increases shall not
exceed 10% of the total amount of the New Notes set forth in Schedule A to the
Purchase Agreement. If any unpurchased New Notes still remain, the Company shall
have the right either to elect to consummate the sale except as to any such
unpurchased New Notes so remaining or, within the next succeeding 24 hours, to
make arrangements satisfactory to the remaining Purchasers for the purchase of
such New Notes. In any such cases, either the Purchasers or the Representative
or the Company shall have the right to postpone the Closing Date for not more
than seven business days to a mutually acceptable
-10-
date. If the Company shall not elect to so consummate the sale and any
unpurchased New Notes remain for which no satisfactory substitute Purchaser is
obtained in accordance with the above provisions, then this Agreement shall
terminate without liability on the part of any non-defaulting Purchaser or the
Company for the purchase or sale of any New Notes under this Agreement. No
provision in this paragraph shall relieve any defaulting Purchaser of liability
to the Company for damages occasioned by such default.
XIII. NO ADVISORY OR FIDUCIARY RELATIONSHIP
The Company acknowledges and agrees that (a) the purchase and sale
of the New Notes pursuant to this Agreement, including the determination of the
public offering price of the New Notes and any related discounts and
commissions, is an arm's length commercial transaction between the Company, on
the one hand, and the several Purchasers, on the other hand, (b) in connection
with the offering contemplated hereby and the process leading to such
transaction each Purchaser is and has been acting solely as a principal and is
not the agent or fiduciary of the Company, or its stockholders, creditors,
employees or any other party, (c) no Purchaser has assumed or will assume an
advisory or fiduciary responsibility in favor of the Company with respect to the
offering contemplated hereby or the process leading thereto (irrespective of
whether such Purchaser has advised or is currently advising the Company on other
matters) and no Purchaser has any obligation to the Company with respect to the
offering contemplated hereby except the obligations expressly set forth in this
Agreement, (d) the Purchasers and their respective affiliates may be engaged in
a broad range of transactions that involve interests that differ from those of
the Company, and (e) the Purchasers have not provided any legal, accounting,
regulatory or tax advice with respect to the offering contemplated hereby and
the Company has consulted its own legal, accounting, regulatory and tax advisors
to the extent deemed by it to be appropriate.
XIV. MISCELLANEOUS
This Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.
This Agreement shall be governed by and construed in accordance with
the substantive laws of the State of New York.
-11-
EXHIBIT A
[Letterhead of General Counsel of Verizon Communications Inc.]
and the other several Purchasers
referred to in the Purchase Agreement
dated____________________, among such
Purchasers and Verizon Communications Inc.
Re: Verizon Communications Inc.
___% Notes due ____
Dear Sirs:
I have been requested by Verizon Communications Inc., a Delaware
corporation (the "Company"), as Executive Vice President and General Counsel of
the Company, to furnish you with my opinion pursuant to a Purchase Agreement
dated ______, (the "Agreement") among the Company and you, relating to the
purchase and sale of $___,000,000 aggregate principal amount of the Company's
___% Notes due ___ (the "New Notes").
In this connection I, or attorneys under my direction, have examined
among other things:
(a) The certificate of incorporation and by-laws of the Company,
each as presently in effect;
(b) A copy of the indenture dated as of December 1, 2000 (the
"Original Indenture"), under which the New Notes are being issued, as
supplemented by the supplemental indenture dated as of May 15, 2001 (the "First
Supplemental Indenture"), as further supplemented by the supplemental indenture
dated as of September 29, 2004 (the "Second Supplemental Indenture") and as
further supplemented by the supplemental indenture dated as of February 1, 2006
(the "Third Supplemental Indenture", and together with the Original Indenture,
the First Supplemental Indenture and the Second Supplemental Indenture, the
"Indenture"), between the Company, as successor in interest to Verizon Global
Funding Corp., and Wachovia Bank, National Association, formerly known as First
Union National Bank (the "Trustee");
(c) [The Supplemental Indenture, dated as of ____________ between
the Company and the Trustee] [The resolutions of the Board of Directors of the
Company adopted ____________, (the "Board Resolution")] [The certificate, dated
____________, of authorized officers of the Company pursuant to authorization
from the Board of Directors (the "Officers' Certificate")] specifically
authorizing the New Notes, including the issuance and sale of the New Notes;
(d) The New Notes;
(e) The Agreement;
A-1
(f) The records of the corporate proceedings of the Company relating
to the authorization, execution and delivery of the Indenture, [the Supplemental
Indenture,] the Agreement and the New Notes;
(g) The record of all proceedings taken by the Company relating to
the registration of the New Notes under the Securities Act of 1933, as amended
(the "Act"), and qualification of the Indenture under the Trust Indenture Act of
1939, as amended (the "TIA");
(h) The Registration Statement, the Pricing Prospectus, the General
Disclosure Package and the Prospectus, as each such term is defined in the
Agreement, including all documents filed by the Company under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which are incorporated
therein by reference (the "Incorporated Documents").
On the basis of my examination of the foregoing and of such other
documents and matters as I have deemed necessary as the basis for the opinions
hereinafter expressed, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware, is a duly licensed
and qualified foreign corporation in good standing under the laws of those
jurisdictions in which the Company's ownership of its property or the conduct of
its business requires such qualification (except where the failure to so qualify
would not have a material adverse effect on the business, prospects, properties,
financial condition or results of operations of the Company), and has adequate
corporate power to own and operate its properties and to carry on the business
in which it is now engaged.
2. All legal proceedings necessary to the authorization, issue and
sale of the New Notes have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and
delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has
been duly executed by the Company and the Trustee and delivered by the Company
and constitutes a legal, valid and binding agreement of the Company enforceable
in accordance with its terms, except as limited by bankruptcy, insolvency and
other laws affecting the enforcement of creditors' rights and the availability
of equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Notes conform as to legal matters with the statements
concerning them in the Registration Statement and the Prospectus, have been duly
authorized and executed by the Company (assuming due authentication and delivery
thereof by the Trustee) have been duly issued for value by the Company and
(subject to the qualifications set forth in paragraph 4 above) constitute legal,
valid and binding obligations of the Company enforceable in accordance with
their terms and are entitled to the benefits afforded by the Indenture.
A-2
6. Except as may be required by the securities or Blue Sky laws of
certain jurisdictions, no authorization, approval or consent of any governmental
regulatory authority is required for the issuance and sale of the New Notes.
7. The execution and delivery of the Agreement and the Indenture and
the consummation of the transactions contemplated therein will not result in a
violation of or conflict with the provisions of the certificate of incorporation
or by-laws of the Company or any law, statute, order, decree, rule or regulation
known to me of any court or governmental agency having jurisdiction over the
Company or its property.
8. To my knowledge there is no litigation or governmental proceeding
pending or threatened against the Company or its subsidiaries which would affect
the subject matter of the Agreement.
9. The Registration Statement became effective under the Act and, to
the best of my knowledge, no proceedings under Section 8 of the Act looking
toward the possible issuance of a stop order with respect thereto are pending or
threatened and the Registration Statement remains in effect on the date hereof.
The Registration Statement as of its effective date (including each deemed
effective date pursuant to Rule 430B(f)(2)), the Pricing Prospectus as of the
Applicable Time, as such term is defined in the Agreement, and the Prospectus as
of the date thereof complied as to form in all material respects with the
relevant provisions of the Act and of the Exchange Act as to the Incorporated
Documents and the applicable rules and regulations of the Securities and
Exchange Commission thereunder, except that I express no opinion as to the
financial statements or other financial data contained therein. The Prospectus
is lawful for use for the purposes specified in the Act in connection with the
offer for sale and sale of the New Notes in the manner therein specified. I have
no reason to believe (A) that the Registration Statement and the Incorporated
Documents, considered as a whole on the effective date of the Registration
Statement (including each deemed effective date pursuant to Rule 430B(f)(2)),
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein not misleading, (B) that the General Disclosure Package and the
Incorporated Documents, considered as a whole as of the Applicable Time,
contained any untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or (C) that the
Prospectus and the Incorporated Documents, considered as a whole as of the date
of the Prospectus and on the date hereof, contained or contain any untrue
statement of a material fact or omitted or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except that in each
case I express no opinion as to the financial statements or other financial data
contained therein.
Without my prior written consent, this opinion may not be relied
upon by any person or entity other than the addressees, quoted in whole or in
part, or otherwise referred to in any report or document, or furnished to any
other person or entity, except that Milbank, Tweed, Xxxxxx & XxXxxx LLP may rely
upon this opinion as if this opinion were separately addressed to them.
A-3
Very truly yours,
cc: Milbank, Tweed, Xxxxxx & XxXxxx LLP
A-4
EXHIBIT B
MILBANK, TWEED, XXXXXX & XxXXXX LLP
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
VERIZON COMMUNICATIONS INC.
$___,000,000 __% Notes due ___
and the other several Purchasers
referred to in the Purchase Agreement
dated________________, among such
Purchasers and Verizon Communications Inc.
Ladies and Gentlemen:
We have been designated by Verizon Communications Inc. (the
"Company") as counsel for the purchasers of $___,000,000 aggregate principal
amount of its __% Notes due ___ (the "New Notes"). Pursuant to such designation
and the terms of a Purchase Agreement dated ________, relating to the New Notes
(the "Purchase Agreement"), entered into by you with the Company, we have acted
as your counsel in connection with your several purchases this day from the
Company of the New Notes, which are issued under an Indenture dated as of
December 1, 2000, as amended and supplemented (the "Indenture"), between the
Company, as successor in interest to Verizon Global Funding Corp., and Wachovia
Bank, National Association, formerly known as First Union National Bank, as
Trustee.
We have reviewed originals, or copies certified to our satisfaction,
of such corporate records of the Company, indentures, agreements and other
instruments, certificates of public officials and of officers and
representatives of the Company, and other documents, as we have deemed necessary
as a basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity with the original documents of all
documents submitted to us as copies, and the authenticity of the originals of
such latter documents. As to various questions of fact material to such
opinions, we have, when relevant facts were not independently established,
relied upon certifications by officers of the Company and statements contained
in the Registration Statement hereinafter mentioned.
In addition, we attended the closing held today at the offices of
the Company at One Verizon Way, Basking Ridge, New Jersey, at which the Company
caused the New Notes to be delivered to and held by the Trustee on behalf of the
Depository Trust Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, for your several
accounts, against payment therefor.
B-1
On the basis of the foregoing and having regard to legal
considerations which we deem relevant, we are of the opinion that:
1. The Company is a validly existing corporation, in good standing,
under the laws of the State of Delaware.
2. The Purchase Agreement has been duly authorized, executed and
delivered by and on behalf of the Company.
3. The Indenture has been duly authorized, executed and delivered by
the Company and constitutes a legal, valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforceability of creditors' rights. The enforceability of the
Indenture is subject to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law), including without
limitation (i) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (ii) concepts of materiality,
reasonableness, good faith and fair dealing. The Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended.
4. The New Notes have been duly authorized and executed by the
Company and conform as to legal matters in all substantial respects to the
description thereof contained in the Prospectus, as such term is defined in the
Purchase Agreement. The New Notes (assuming due authentication and delivery by
the Trustee) have been duly issued for value by the Company and (subject to the
qualifications stated in paragraph 3 above) constitute legal, valid and binding
obligations of the Company enforceable against the Company, and are entitled to
the benefits afforded by the Indenture in accordance with the terms of the
Indenture and of the New Notes.
5. On the basis of information received by the Company from the
Securities and Exchange Commission (the "Commission"), the Registration
Statement, as such term is defined in the Purchase Agreement, filed with the
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), is
effective under the Act. The Prospectus is lawful for use for the purposes
specified in the Act, in connection with the offer for sale and sale of the New
Notes in the manner therein specified, subject to compliance with the provisions
of securities or Blue Sky laws of certain States in connection with the offer
for sale or sale of the New Notes in such States. To the best of our knowledge,
the Registration Statement remains in effect at this date.
6. The Registration Statement, as of its effective date (including
each deemed effective date pursuant to Rule 430B(f)(2)), the Pricing Prospectus,
as of the Applicable Time (as such term is defined in the Purchase Agreement),
and the Prospectus, as of the date thereof, together with the documents
incorporated by reference therein (the "Incorporated Documents") (except any
financial statements or other financial data included in or omitted from, or
incorporated by reference in, the Registration Statement, the Prospectus or such
Incorporated Documents, as to which no opinion is expressed) appear on their
face to be appropriately responsive, in all material respects relevant to the
offering of the New Notes, to the
B-2
requirements of the Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, and the applicable rules and regulations of the
Commission thereunder.
None of the Registration Statement that was filed on Form S-3 under
the Act, the Pricing Prospectus or the Prospectus necessarily contain a current
description of the Company's business and affairs, since Form S-3 provides for
the incorporation by reference of certain documents filed with the Commission
which contain descriptions as of various dates. We participated in conferences
with counsel for, and representatives of, the Company in connection with the
preparation of the Registration Statement, the Pricing Prospectus[,] [and] the
Prospectus [and each Issuer Free Writing Prospectus identified in Schedule B to
the Purchase Agreement which constitutes part of the General Disclosure Package
(as such term is defined in the Purchase Agreement)] and we have reviewed the
Incorporated Documents. In connection with our participation in the preparation
of the Registration Statement, the Pricing Prospectus[,][and] the Prospectus
[and such Issuer Free Writing Prospectus(es)], we have not independently
verified the accuracy, completeness or fairness of the statements contained
therein or in the Incorporated Documents, and the limitations inherent in the
review made by us and the knowledge available to us are such that we are unable
to assume, and we do not assume, any responsibility for the accuracy,
completeness or fairness of the statements contained in the Registration
Statement, the Pricing Prospectus, the Prospectus [, such Issuer Free Writing
Prospectus(es)] or the Incorporated Documents, except as otherwise specifically
stated herein. None of the foregoing disclosed to us any information which gave
us reason to believe that the Registration Statement and the Incorporated
Documents, considered as a whole on the effective date of the Registration
Statement (including each deemed effective date pursuant to Rule 430B(f)(2)),
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein not misleading or that the General Disclosure Package and the
Incorporated Documents, considered as a whole as of the Applicable Time, as such
term is defined in the Purchase Agreement, or the Prospectus and the
Incorporated Documents, considered as a whole on the date thereof and on the
date hereof, contained or contain any untrue statement of a material fact or
omitted or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. We express no opinion as to any document filed by the Company
under the Exchange Act, whether prior or subsequent to such effective date,
except to the extent that such documents are Incorporated Documents read
together with the Registration Statement, the General Disclosure Package or the
Prospectus and considered as a whole, nor do we express any opinion as to the
financial statements or other financial data included in or omitted from, or
incorporated by reference, in the Registration Statement, the General Disclosure
Package, the Prospectus or the Incorporated Documents.
We express no opinion as to matters governed by any laws other than
the laws of the State of New York, the Federal laws of the United States of
America, the corporate laws of the State of Delaware and, to the extent the
foregoing opinions involve laws other than the laws of the State of New York,
the Federal laws of the United States of America or the corporate laws of the
State of Delaware, in reliance upon the opinion of even date herewith of the
General Counsel of the Company, such other laws.
B-3
The opinions contained herein are rendered to you and are solely for
your benefit and the benefit of the Purchasers represented by you in connection
with the transaction contemplated by the Purchase Agreement. These opinions may
not be relied upon by you for any other purpose, or furnished to, quoted or
relied upon by any other person, firm or corporation for any purpose, without
our prior written consent.
Very truly yours,
XXXXXXX, XXXXX, XXXXXX & XxXXXX XXX
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EXHIBIT C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants to be delivered
pursuant to Article IV, paragraph (D) of the document entitled Standard Purchase
Agreement Provisions (February 2006 Edition) shall be to the effect that:
At the closing, the Purchasers shall have received such number of
copies as are necessary to provide one for each Purchaser of a letter addressed
to Verizon Communications Inc. and satisfactory to the Purchasers or the
Representative and counsel to the Purchasers, dated as of the Closing Date and
encompassing the performance of certain procedures described in the letter as of
a date not more than five business days prior to the Closing Date (the "Cutoff
Date"), from Ernst & Young LLP confirming that they are independent public
accountants with respect to Verizon Communications Inc. within the meaning of
the Securities Act of 1933, as amended (the "Act") and the applicable published
rules and regulations of the Commission thereunder, specifically Rule 2-01 of
Regulation S-X, and stating in effect (1) that in their opinion, the financial
statements and schedules audited by them and incorporated by reference in the
Pricing Prospectus and the Prospectus comply as to form in all material respects
with the applicable accounting requirements of the Act, and the Securities
Exchange Act of 1934, as amended the ("Exchange Act") and the published rules
and regulations thereunder, (2) that although they have not audited any
financial statements of Verizon Communications Inc. as of any date or for any
period subsequent to the prior-year audit, and although they have conducted an
audit for that period, the purpose (and therefore the scope) of the audit was to
enable them to express their opinion on the financial statements as of that date
and for the year then ended, but not on the financial statements for any interim
period within that year; therefore, they are unable to and do not express any
opinion on the unaudited condensed consolidated balance sheet as of the latest
available interim date, and the unaudited condensed consolidated statements of
income, reinvested earnings, and cash flows for the latest available interim
period subsequent to that prior-year audit which are included in the Pricing
Prospectus and the Prospectus and for the comparable period of the preceding
year; they have performed the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial information as
described in SAS No. 71, Interim Financial Information, on the latest available
unaudited interim condensed consolidated financial statements prepared by
Verizon Communications Inc., inquired of certain officials of Verizon
Communications Inc. responsible for financial and accounting matters, and read
the minutes of the Board of Directors and shareholders of Verizon Communications
Inc., all of which procedures have been agreed to by the Purchasers, nothing has
come to their attention which caused them to believe that: (a) any unaudited
interim condensed consolidated financial statements incorporated by reference in
the Pricing Prospectus and the Prospectus (i) do not comply as to form in all
material respects with the applicable accounting requirements of the Exchange
Act as it applies to Form 10-Q and the related published rules and regulations
thereunder or (ii) have not been presented in conformity with generally accepted
accounting principles applied on a basis substantially consistent with that of
the audited financial statements incorporated by reference in the Pricing
Prospectus and the Prospectus; or (b) (i) as of the date of the latest available
unaudited condensed consolidated interim financial statement prepared by Verizon
Communications Inc., there have been any
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changes in the capital stock or any increase in the short-term indebtedness or
long-term debt of Verizon Communications Inc. or any decrease in net assets, in
each case as compared with the amounts shown on the latest balance sheet
incorporated by reference in the Pricing Prospectus and the Prospectus, (ii) for
the period from the date of the latest financial statements included or
incorporated by reference in the Pricing Prospectus and the Prospectus to the
specified date referred to in the preceding clause (i), there were any decreases
in operating revenues, net operating income, net income or Verizon
Communications Inc.'s ratio to earnings to fixed charges, in each case as
compared with the comparable period of the preceding year, or (iii) as of the
Cutoff Date there have been any material changes in the capital stock or any
material increase in the debt of Verizon Communications Inc., or any material
decreases in net assets, in each case as compared with amounts shown in the
latest balance sheet included or incorporated by reference in the Pricing
Prospectus and the Prospectus, and (iv) for the period from the date of the
latest available interim financial statement referred to in clause (b)(i) above
to the Cutoff Date, there were any material decreases in operating revenues, net
operating income or net income, in each case as compared with the comparable
period of the preceding year, except in all instances for changes or decreases
which the Prospectus discloses have occurred or may occur or as disclosed in
such letter and except for changes occasioned by the declaration and payment of
dividends on the stock of Verizon Communications Inc. or occasioned by sinking
fund payments made on the debt securities of Verizon Communications Inc., and
(3) that they have performed the following additional procedures with respect to
the ratios of earnings to fixed charges included or incorporated by reference in
the Pricing Prospectus and the Prospectus: (i) compared the amounts used in the
computation of such ratios with the amounts included in the financial statements
incorporated by reference in the Pricing Prospectus and the Prospectus and noted
agreement in all material respects, and (ii) recomputed the ratios and noted
agreement in all material respects.
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