Exhibit 4.3
SUPPORT AGREEMENT
BETWEEN
XXXX ATLANTIC CORPORATION
AND
XXXX ATLANTIC FINANCIAL SERVICES, INC.
This Agreement, made and entered into as of February 1, 1998, by and
between Xxxx Atlantic Corporation, a Delaware corporation ("Parent"), and Xxxx
Atlantic Financial Services, Inc., a Delaware corporation ("Subsidiary").
WITNESSETH
WHEREAS, Parent is directly or indirectly the owner of 100% of the
outstanding common stock of Subsidiary; and
WHEREAS, Subsidiary intends to issue $2,500,000,000 aggregate principal
amount of Senior Unsecured Exchangeable Notes due 2003 (the "Debt"), thereby
incurring indebtedness to parties other than Parent and its affiliates; and
WHEREAS, Parent and Subsidiary desire to take certain actions to
enhance and maintain the financial condition of Subsidiary as hereinafter set
forth in order to facilitate the issuance of such Debt;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows
1. STOCK OWNERSHIP. During the term of this Agreement, Parent will own
directly or indirectly all of the voting capital stock of Subsidiary now or
hereafter issued and outstanding.
2. NET WORTH. During the term of this Agreement, Parent shall cause
Subsidiary to maintain at all times a positive tangible net worth, as determined
in accordance with generally accepted accounting principles.
3. LIQUIDITY PROVISION. If, during the term of this Agreement,
Subsidiary requires funds to make timely payment of interest, principal or
premium, if any, on any Debt or to acquire and deliver property on exchange of
the Debt, and such funds are not obtainable by Subsidiary from other sources on
commercially reasonable terms, Parent shall provide to Subsidiary, at its
request, such funds either as equity or as a loan, at Parent's option, to assure
that the Subsidiary will be able to pay such principal, interest and premium, if
any, or acquire and deliver such property on exchange, when due. If such funds
are advanced to Subsidiary as a loan, such loan shall be on such terms and
conditions, including maturity and rate of interest, as Parent and Subsidiary
shall agree. Notwithstanding the foregoing, any such loan shall be subordinated
in all respects to any and all Debt, whether or not such Debt is outstanding at
the time of such loan.
4. WAIVERS. Parent hereby waives any failure or delay on the part of
Subsidiary in asserting or enforcing any of its right or in making any claims or
demands hereunder.
5. RIGHTS OF LENDERS. Except as may be provided in that certain
Indenture, dated as of February 26, 1998, among Parent, Subsidiary, and The
Chase Manhattan Bank, as Trustee (the "Indenture"), any Lender (defined below)
shall have the right to proceed directly against Parent without first proceeding
against Subsidiary to enforce Subsidiary's rights under paragraphs 1, 2 and 3 of
this Agreement or to obtain payment of any defaulted, interest, principal or
premium owed to such Lender, or, in the case of a default in an obligation to
deliver property, the cash value of such property. However, in no event may any
Lender, on default by Parent or Subsidiary under the terms of the Indenture, or
upon failure to comply with this Agreement by Parent or Subsidiary, hvae
recourse to or against the stock or assets of Xxxx Atlantic Network Services,
Inc., Xxxx Atlantic - Pennsylvania, Inc., Xxxx Atlantic - Delaware, Inc., Xxxx
Atlantic New Jersey, Inc., Xxxx Atlantic - Washington, D.C., Inc., Xxxx Atlantic
- Maryland, Inc., Xxxx Atlantic - Virginia, Inc., Xxxx Atlantic - West Virginia,
Inc., New England Telephone and Telegraph Company, New York Telephone Company or
Telecom Corporation of New Zealand Limited (or any other operating telephone
company which may at the time be owned directly or indirectly by Parent). The
Term "Lender", as used in this Agreement, shall mean any Person, firm or
corporation to which Subsidiary is indebted for the Debt on which is acting as
trustee or authorized representative with respect to the Debt on behalf of such
person, firm or corporation.
6. TERMINATION; AMENDMENT. This Agreement may be modified or amended in
a manner that adversely affects the rights of the holders of Debt only if all
Lenders consent in advance and in writing to such modification or amendment. No
modification or amendment to this Agreement relating to the provisions set forth
in paragraphs 1,2,3 and 5 of this sentence shall be made unless Subsidiary
applies to the Securities and Exchange Commission for an amended order relating
to such modification or amendment, and the Commission grants such amended order.
This Agreement may be terminated by either the Parent or the Subsidiary by
notice to the other party, provided that such termination shall be effective
only after the 91st day after all outstanding Debt issued by the Subsidiary is
paid in full.
7. NOTICES. Any notice, instruction, request, consent, demand or other
communication required or contemplated by this Agreement to be in writing, shall
be given or made or communicated by United States first class mail, addressed as
follows:
If to Parent: Xxxx Atlantic Corporation
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Vice President - Treasurer
If to Subsidiary: Xxxx Atlantic Financial Services, Inc.
0000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President and Treasurer
8. SUCCESSORS. The covenants, representations, warranties and
agreements herein set forth shall be mutually binding upon, and inure to the
mutual benefit of, Parent and its successors, Subsidiary and its successors and
Lenders from time to time.
9. GOVERNING LAW; COUNTERPARTS. This Agreement shall be governed by the
laws of the Commonwealth of Pennsylvania. This instrument may be executed in
counterparts and the executed counterparts shall together constitute one
instrument.
IN WITNESS WHEREOF, the parties have set their hands and affixed their
corporate seals as of the day and year first above written.
ATTEST: XXXX ATLANTIC CORPORATION
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
------------------------ ----------------------------------
Xxxx X. Xxxxxx Xxxxx X. Xxxx
Assistant Secretary Vice President - Treasurer
ATTEST: XXXX ATLANTIC FINANCIAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx
------------------------ ----------------------------------
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
Assistant Secretary President and Treasurer
