EXHIBIT 1.2
VERIZON COMMUNICATIONS INC.
FORM OF PURCHASE AGREEMENT FOR PREFERRED STOCK
Verizon Communications Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the several Purchasers named in Schedule A
attached hereto (the "Purchasers"), __________ shares designated as __________
(the "Firm Securities") of its preferred stock, par value $0.10 per share (the
"Preferred Stock"), and at the election of the Purchasers, up to an additional
____ shares (the "Optional Securities") subject to the option described below
(the Firm Securities and the Optional Securities are herein collectively called
the "Securities"). The Company hereby agrees, subject to all the terms and
conditions set forth herein, to issue and sell to the Purchasers and, upon the
basis of the representations, warranties and agreements of the Company herein
contained and subject to all the terms and conditions set forth herein, the
Purchasers severally agree to purchase from the Company, at a purchase price of
$____ per share, the Firm Securities in the amount set forth opposite each
Purchaser's name in Schedule A hereto.
All the provisions contained in the Company's Standard Purchase
Agreement Provisions (_____ 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.
TERMS OF THE PREFERRED STOCK:
[Insert terms of Preferred Stock]
CLOSING:
Subject to the terms and conditions set forth or incorporated by
reference herein, the Purchasers severally agree to pay for the Firm Securities
by wire transfer in same day funds to an account designated by the Company upon
delivery of such Firm Securities at __:__ a.m. (New York City time) on ______,
200_ (the "First 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").
In addition, upon written notice from the Purchasers given to the
Company from time to time not more than __ days subsequent to the First Closing
Date, the Purchasers severally may purchase all or less than all of the Optional
Securities (but collectively not more than all) at the purchase price of
$________ per share. The Company agrees, subject to all the terms and conditions
set forth herein, to issue and sell to the Purchasers the number of Optional
Securities specified in such notice and the Purchasers severally agree to
purchase such Optional Securities in proportion to the number of Firm Securities
set forth opposite the name of such Purchasers in Schedule A hereto. No Optional
Securities shall be sold or delivered unless the Firm Securities previously have
been, or simultaneously are, sold and delivered. The right to purchase the
Optional Securities or any portion thereof may be exercised from time to time
and to the extent not previously exercised may be surrendered and terminated at
any time upon notice by the Purchasers to the Company. Each time for the
delivery of and payment for the Optional Securities, being herein referred to as
the "Optional Closing Date," which may be the First
Closing Date (each of the First Closing Date and any Optional Closing Date being
sometimes referred to as the "Closing Date"), shall be determined by the
Purchasers but shall not be later than the seventh full business day after
written notice of election to purchase Optional Securities is given. Payment of
the purchase price for such Optional Securities, shall be made at the
above-mentioned offices of the Company on the relevant Optional Closing Date as
specified in the notice from the Purchaser to the Company.
DENOMINATION OF THE SECURITIES:
Certificates for the Securities to be purchased hereunder shall be
registered in such names and in such denominations as you shall request prior to
___ A.M., New York City time, on the second business day preceding the
applicable Closing Date. The certificates evidencing the Securities to be
purchased hereunder shall be delivered to you on the applicable Closing Date,
against payment of the purchase price therefor by wire transfer of immediately
available funds.
RESALE:
[The Purchasers represent that they intend to resell the Securities
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
Securities and therefore the provisions applicable to Reselling Purchasers in
the Standard Purchase Agreement Provisions will not be applicable.]
[Each of the Purchasers represents and agrees that: (i) it has not
offered or sold, and prior to the date that is six months after the date of
issue of the Securities will not offer or sell, any Securities to persons in the
United Kingdom, except 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 otherwise in circumstances that have not
resulted and will not result in an offer to the public in the United Kingdom
within the meaning of the Public Offers of Securities Regulations 1995 (as
amended); (ii) it has complied, and will comply with, all applicable provisions
of the Financial Services and Markets Xxx 0000, known as FSMA, with respect to
anything done by it in relation to the Securities in, from or otherwise
involving the United Kingdom; and (iii) it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
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
any Securities in circumstances in which Section 21(1) of the FSMA does not
apply to the Company.
Each of the Purchasers also represents to and agrees with us that it
has not offered, sold or delivered and that it will not offer, sell or deliver,
directly or indirectly, any of the Securities or distribute the Prospectus or
any other material relating to the Securities, in or
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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.]
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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
Name Number of Initial Securities
---- ----------------------------
000,000
-------
Total........................................... 000,000
=======
VERIZON COMMUNICATIONS INC.
STANDARD PURCHASE AGREEMENT PROVISIONS
(_____ Edition)
Verizon Communications Inc., a Delaware corporation (the "Company"),
may enter into one or more purchase agreements providing for the sale of
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 SECURITIES
The Company proposes to issue the Securities pursuant to a resolution
of the Board of Directors of the Company authorizing the Securities.
The Company has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), the
Registration Statement No. 333-______ relating to certain securities including
up to $10,000,000,000 of the Company's Preferred Stock, par value $0.10 per
share (the "Preferred Stock"), registered thereunder (the amount remaining
unsold under the registration statement, from time to time, including the amount
of any additional preferred stock remaining unsold under any new registration
statement filed pursuant to Rule 462(b) under the Act, is hereinafter referred
to as the "Registered Securities"), including a prospectus which relates to the
Registered 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 a particular issuance of
Registered Securities (such particular issuance being hereinafter referred to as
the "Securities") pursuant to Rule 424(b) under the Act ("Rule 424(b)"). The
term "Registration Statement" means the Registration Statement No.
333-______ and any registration statement filed pursuant to Rule 462(b) under
the Act in connection with the foregoing, each as amended to the date of the
Purchase Agreement. The term "Basic Prospectus" means the prospectus relating to
the Registered Securities included in the Registration Statement. The term
"Prospectus" means the Basic Prospectus together with the prospectus supplement
specifically relating to the Securities, as filed with, or transmitted for
filing to, the Commission pursuant to Rule 424(b). As used herein, the terms
"Registration Statement", "Basic 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 with respect
to the Securities 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 Securities, 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 and D of Article VI and Articles
VIII, IX and X of this Agreement apply only to Purchasers that have advised the
Company of their intention to resell the Securities ("Reselling Purchasers").
All other provisions apply to any Purchaser including a Reselling Purchaser.
III. CLOSING
The closing will be held at the office of Verizon Communications,
Inc., 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, on the applicable
Closing Date. Concurrent with the delivery of the Securities to the Purchasers
or to the Representative for the account of each Purchaser, payment of the full
purchase price of the Securities 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 Registration Statement, 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 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 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 applicable Closing Date the
full purchase price of the Securities purchased hereunder.
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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 and, during the period mentioned in (C) 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 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, 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 or the
Prospectus with respect to the Securities, 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) and (E) 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 Securities 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 Securities 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
Securities during which, in the opinion of counsel for the Reselling Purchasers,
the Prospectus 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
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circumstances when the Prospectus is delivered to a subsequent purchaser, be
misleading or so that the Prospectus will comply with law.
(E) To use its best efforts to qualify the Securities 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 Securities, and provided
further that the Company shall not be required to continue the qualification of
the Securities beyond one year from the date of the sale of the Securities.
(F) Except as stated in this Agreement and in the Prospectus, the
Company has not taken, nor will it take, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Preferred Stock to facilitate
the sale or resale of the Securities.
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 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 Securities, when
such part became effective, 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, the date the Prospectus is filed pursuant to Rule
424(b) and at all times subsequent to and including the Closing Date, the
Registration Statement 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, 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 the Prospectus, or any
amendment or supplement thereto, is filed pursuant to Rule 424(b) 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, (v) there
are no legal or governmental proceedings required to be described in the
Prospectus which are not described as required, (vi) 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
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by which the Company is bound, (vii) there are no preemptive rights or other
rights similar to preemptive rights in respect of any shares of the Company's
capital stock, including the Securities when issued, and no restrictions upon
the transfer of the Securities when issued, pursuant to the Company's
certificate of incorporation, bylaws or other governing documents or any
agreement or other instrument to which the Company or any of its subsidiaries is
a party or by which it may be bound, (viii) the Securities have been duly
authorized by the Company and, upon issuance and delivery and payment therefor
in the manner described herein, will be validly issued, fully paid and
nonassessable and (ix) neither the filing of the Registration Statement nor the
offering or sale of the Securities as contemplated by this Agreement gives rise
to any rights, other than those which have been waived or satisfied, for or
relating to the registration of any shares of the Company's capital stock.
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 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. The foregoing
agreement, insofar as it relates to the Prospectus, shall not inure to the
benefit of any Reselling Purchaser (or to the benefit of any person controlling
such Reselling Purchaser) on account of any losses, claims, damages or
liabilities arising from the sale of any Securities by said Reselling Purchaser
to any person if a copy of the Prospectus (as amended or supplemented, if prior
to distribution of the Prospectus to the Reselling Purchaser, the Company shall
have made any supplements or amendments which have been furnished to said
Reselling Purchaser), but excluding the documents incorporated by reference
therein, shall not have been sent or given by or on behalf of such Reselling
Purchaser to such person at or prior to the written confirmation of the sale of
the Securities to such person and such statement or omission is cured in the
Prospectus.
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 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
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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.
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 Securities 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 Securities shall be deemed to be in the same proportion
as the total net proceeds from the offering of the Securities received by the
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 Securities, 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 Securities and the price paid for the Securities 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
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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 Securities 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, (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 Securities.
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 Securities 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 Securities. Except
as provided herein, the Purchasers shall bear all of their expenses, including
the fees and disbursements of counsel.
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XII. SUBSTITUTION OF PURCHASERS
If for any reason any Purchaser shall not purchase the Securities 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 Securities hereunder. If they fail to do so, the amounts of
Securities that the remaining Purchasers are obligated, severally, to purchase
under this Agreement shall be increased in the proportions which the total
amount of Securities which they have respectively agreed to purchase bears to
the total amount of Securities which all non-defaulting Purchasers have so
agreed to purchase, or in such other proportions as the Purchasers may specify
to absorb such unpurchased Securities, provided that such aggregate increases
shall not exceed 10% of the total amount of the Securities set forth in Schedule
A to the Purchase Agreement. If any unpurchased Securities still remain, the
Company shall have the right either to elect to consummate the sale except as to
any such unpurchased Securities so remaining or, within the next succeeding 24
hours, to make arrangements satisfactory to the remaining Purchasers for the
purchase of such Securities. 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 date. If the
Company shall not elect to so consummate the sale and any unpurchased Securities
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 Securities 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. 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.
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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.
___ Shares of Preferred Stock, par value $0.10 per share
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 ___ shares (the "Securities") of the Company's preferred
stock, $0.10 par value per share (the "Preferred Stock").
In this connection I, or attorneys under my direction, have examined
among other things:
(a) The certificates of incorporation and by-laws of the Company, each
as presently in effect;
(b) The Securities;
(c) The certificate of designation relating to the Preferred Stock;
(d) The Agreement;
(e) The records of the corporate proceedings of the Company relating
to the Agreement and the Securities;
(f) The record of all proceedings taken by the Company relating to the
registration of the Securities under the Securities Act of 1933, as amended (the
"Act");
(g) The Registration Statement, as such term is defined in the
Agreement, the prospectus dated __________, together with the prospectus
supplement dated __________ relating to the Securities in the form filed under
Rule 424(b) of the Act (the "Prospectus"), and all documents filed by the
Company under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which are incorporated by reference in the Prospectus (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 Securities have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and
delivered by the Company.
4. The Securities conform as to legal matters with the statements
concerning them in the Registration Statement and the Prospectus, have been duly
authorized and are validly issued, fully paid and nonassessable.
5. 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 Securities.
6. There are (A) no preemptive rights or other rights similar to
preemptive rights in respect of any shares of the Company's Preferred Stock,
including the Securities when issued, and (B) no restrictions upon the transfer
of the Securities when issued, pursuant to the Company's certificate of
incorporation, bylaws, or any agreement or other instrument filed by the Company
as an exhibit with the Commission. Neither the filing of the Registration
Statement nor the offering or sale of the Securities as contemplated by this
Agreement gives rise to any rights, other than those which have been waived or
satisfied, for or relating to the registration of any shares of the Company's
Preferred Stock under the Company's certificate of incorporation, bylaws or any
agreement or other instrument binding on the Company filed as an exhibit with
the Commission.
7. The execution and delivery of the Agreement 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 authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Registration Statement and
the Prospectus.
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10. 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 and the Prospectus comply 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 Securities in the manner therein
specified. I have no reason to believe that the Registration Statement or the
Incorporated Documents, considered as a whole on the effective date of the
Registration Statement, 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 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.
Very truly yours,
cc: Milbank, Tweed, Xxxxxx & XxXxxx LLP
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EXHIBIT B
MILBANK, TWEED, XXXXXX & XxXXXX LLP
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
---------------------------
VERIZON COMMUNICATIONS INC.
______ Shares of Preferred Stock, $0.10 par value per Share
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 _______ shares (the "Securities") of its
preferred stock, $0.10 par value per share. Pursuant to such designation and the
terms of a Purchase Agreement dated ________, relating to the Securities (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 Securities.
We have reviewed originals, or copies certified to our satisfaction,
of such corporate records of the Company, agreements, indentures 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, 1095 Avenue of the Americas, New York, New York, at which the Company
caused the Securities to be delivered to your representatives for your several
accounts, against payment therefor.
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 Securities have been duly authorized and conform as to legal
matters in all substantial respects to the description thereof contained in the
Registration Statement and Prospectus hereinafter mentioned. The Securities are
validly issued, fully paid and nonassessable.
4. 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 dated __________, as supplemented by the
Prospectus Supplement dated ____________ (collectively, the "Prospectus") is
lawful for use for the purposes specified in the Act, in connection with the
offer for sale and sale of the Securities 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 Securities
in such States. To the best of our knowledge, the Registration Statement remains
in effect at this date.
5. The Registration Statement, as of its effective date, and the
Prospectus, as of the date hereof, 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 Securities, to the 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.
The Registration Statement was filed on Form S-3 under the Act and,
accordingly, the Prospectus does not necessarily contain a current description
of the Company's businesses 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 and Prospectus and we have reviewed
the Incorporated Documents. In connection with our participation in the
preparation of the Registration Statement and the Prospectus, 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 Prospectus 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, 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 Prospectus and
the Incorporated Documents, considered as a whole on ______ and on the date
hereof, contained or contain any untrue statement of a material fact or omitted
or omit to
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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 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 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.
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,
MILBANK, TWEED, XXXXXX & XxXXXX LLP
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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 (_____ 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 the Company 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 the Company 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 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 the Company 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 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 the Company, inquired of
certain officials of the Company responsible for financial and accounting
matters, and read the minutes of the Board of Directors and shareholders of the
Company, 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 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 Prospectus; or (b) (i) as of the
date of the latest available unaudited condensed consolidated interim financial
statement prepared by the Company, there have been any changes in the capital
stock or any increase in the short-term indebtedness or long-term debt of the
Company 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 Prospectus, (ii) for the period from the date of the latest financial
statements included or incorporated by reference in 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 the Company'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
the Company, 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 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 Company or occasioned by sinking fund payments made on
the debt securities of the Company, 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 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 Prospectus and noted
agreement in all material respects, and (ii) recomputed the ratios and noted
agreement in all material respects.
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