EXHIBIT 99
VERIZON GLOBAL FUNDING CORP.
PURCHASE AGREEMENT
Verizon Global Funding Corp., a Delaware corporation ("Verizon Global Funding")
and an indirect wholly owned subsidiary of Verizon Communications Inc., a
Delaware corporation ("Verizon Communications" and, together with Verizon Global
Funding, the "Companies") proposes to issue and sell $_____,000,000 aggregate
principal amount of its __________ (the "New Notes"), supported by a support
agreement, dated as of October 31, 2000 (the "Support Agreement" and, together
with the New Notes, the "Securities") between Verizon Global Funding and Verizon
Communications. Subject to the terms and conditions set forth or incorporated by
reference herein, Verizon Global Funding 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__. The New Notes will be reoffered to
the public at ___% of their principal amount.
All the provisions contained in the Standard Purchase Agreement Provisions (June
2002 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 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 Verizon
Global Funding 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 Verizon Global Funding 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 Verizon Global Funding, at a redemption price equal to the greater
of (i) 100% of the principal amount thereof and (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 to be redeemed that would be
utilized, at the time of
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selection and in accordance with customary financial practice, in pricing new
issues of corporate Notes 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 Verizon Global
Funding.
"Reference Treasury Dealer" means (i) any independent investment banking or
commercial banking institution of national standing and their respective
successors appointed by Verizon Global Funding, 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"), Verizon Global Funding
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 Verizon Global Funding.
"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 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 Verizon Global Funding 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 Verizon Global Funding 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 One Thousand Dollars ($1,000) or any integral
multiple thereof, registered in such names as the Purchasers or the
Representative shall request not less than two business days before the Closing
Date. Verizon Global Funding 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.]
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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. Verizon Global Funding 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.]
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 witness whereof, the parties have executed this Purchase Agreement this
______ day of ______, ______.
[Names of Purchasers or
Representative]
By:
-------------------------
Title:
VERIZON GLOBAL FUNDING CORP.
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
Name of New Notes
$ ,000,000
Total:..................................... $ ,000,000
VERIZON GLOBAL FUNDING CORP.
STANDARD PURCHASE AGREEMENT PROVISIONS
(June 2002 Edition)
Verizon Global Funding Corp., a Delaware corporation (the "Company") and an
indirect, wholly owned subsidiary of Verizon Communications, a Delaware
corporation ("Verizon Communications" and together with Verizon Global Funding,
the "Companies"), 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 NOTES
Verizon Global Funding proposes to issue one or more series of Debt Securities
pursuant to the provisions of an Indenture dated as of December 1, 2000 (the
"Indenture"), among Verizon Global Funding, Verizon Communications 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 Verizon Global Funding or an officers' certificate
pursuant to a supplemental indenture or board resolution specifically
authorizing each new series of Debt Securities, Verizon Global Funding 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.
Verizon Global Funding has filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
Registration Statement No. 333-______ relating to $5,000,000,000 of Verizon
Global Funding's debt securities registered thereunder (the amount remaining
unsold thereunder, 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 a particular series of Debt Securities (such particular
series being hereinafter referred to as the "New Notes") pursuant to Rule 424(b)
under the Act ("Rule 424(b)"). The term "Registration Statement" means the
registration statement referred to herein, as amended to the date of the
Purchase Agreement. The term "Basic Prospectus" means the prospectus relating to
the Debt Securities included in the Registration Statement. The term
"Prospectus" means the Basic Prospectus together with the prospectus supplement
specifically relating to the New Notes, 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 Companies expressly for use with respect
to the New Notes 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.
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If the Purchasers advise Verizon Global Funding in the Purchase Agreement that
they intend to resell the New Notes, Verizon Global Funding 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 Verizon Global Funding of their intention to resell the New Notes
("Reselling Purchasers"). All other provisions apply to any Purchaser including
a Reselling Purchaser.
III. CLOSING
The closing will be held at the office of Milbank, Tweed, Xxxxxx & XxXxxx LLP,
Xxx Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, 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 Verizon Global Funding.
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 either of the Companies; 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 each of the Companies, 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 Verizon Communications, or other counsel to
the Companies 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 Xxxxxxx, 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 Xxxxx & Young LLP, independent public accountants for Verizon
Communications, dated as of the Closing Date, to the effect set forth in Exhibit
C hereto.
(E) The Purchasers or the Representative shall have received on the Closing Date
a letter from PricewaterhouseCoopers LLP, independent public accountants, dated
as of the Closing Date, to the effect set forth in Exhibit D hereto.
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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 Companies 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 COMPANIES' OBLIGATIONS
The obligations of the Companies 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) Verizon Global Funding shall have received on the Closing Date the full
purchase price of the New Notes purchased hereunder.
VI. COVENANTS OF THE COMPANIES
In further consideration of the agreements contained herein of the Purchasers,
the Companies covenant 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 Verizon Communications 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 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) and (E) apply only to Reselling Purchasers:
(C) The Companies 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 Companies of any notification with respect to the
suspension
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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 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 their 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) 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 Companies, 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 that the Companies
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 COMPANIES
The Companies represent and warrant 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 New Notes, 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
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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 Companies 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) 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 either of the
Companies or any of their subsidiaries pursuant to the terms of any agreement or
instrument to which Verizon Global Funding or Verizon Communications is a party
or any statute or any order, rule or regulation of any court or governmental
agency or body by which either of the Companies is bound, (vii) the Indenture
has been qualified under the Trust Indenture Act of 1939, as amended; and (viii)
Verizon Global Funding is not required to register pursuant to the Investment
Company Act of 1940 (the "1940 Act").
VIII. INDEMNIFICATION
The Companies agree, jointly and severally, 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 Companies 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 Companies 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. 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 New Notes 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 Companies 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 New Notes 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 Companies, their directors, their officers who sign the
Registration Statement and any person controlling the Companies to the same
extent as the foregoing indemnity from the Companies to each Reselling
Purchaser, but only with reference to information relating to said Reselling
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Purchaser furnished to the Companies 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 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 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 Companies 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 Companies 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 Companies 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 Verizon Global Funding 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 Verizon Global
Funding 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 Companies 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
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a material fact relates to information supplied by the Companies 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 Companies 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 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 Companies, 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.
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XI. TERMINATION BY PURCHASERS
If this Agreement shall be terminated by the Purchasers because of any failure
or refusal on the part of either of the Companies 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) either of the Companies shall be unable to
perform its obligations under this Agreement, the Companies 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 Companies 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 Companies 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 Companies shall have the right to postpone the Closing Date for not more
than seven business days to a mutually acceptable date. If the Companies 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 Companies for the purchase or sale
of any New Note under this Agreement. No provision in this paragraph shall
relieve any defaulting Purchaser of liability to the Companies 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.
9
EXHIBIT A
[Letterhead of General Counsel of Verizon Communications]
and the other several Purchasers
referred to in the Purchase Agreement
dated ____________________, among such
Purchasers, Verizon Global Funding Corp. and
Verizon Communications Inc.
Re: Verizon Global Funding Corp.
___% Notes due ____
Dear Sirs:
I have been requested by Verizon Global Funding Corp., a Delaware corporation
("Verizon Global Funding") and an indirect, wholly owned subsidiary of Verizon
Communications Inc., a Delaware corporation ("Verizon Communications" and,
together with Verizon Global Funding, the "Companies"), as Executive Vice
President -- General Counsel of Verizon Communications, to furnish you with my
opinion pursuant to a Purchase Agreement dated ______, (the "Agreement") among
you and the Companies, relating to the purchase and sale of $___,000,000
aggregate principal amount of Verizon Global Funding's _______ (the "New
Notes"). The New Notes are supported by a support agreement, dated as of October
31, 2000 (the "Support Agreement"), between Verizon Global Funding and Verizon
Communications.
In this connection I, or attorneys under my direction, have examined among other
things:
(a) The certificates of incorporation and by-laws of the Companies, each as
presently in effect;
(b) A copy of the indenture dated as of December 1, 2000 (the "Indenture"),
among the Companies and Wachovia Bank, National Association, formerly known as
First Union National Bank (the "Trustee"), under which the New Notes are being
issued;
(c) [The Supplemental Indenture, dated as of ____________ (the "Supplemental
Indenture") between the Companies and the Trustee] [The resolutions of the Board
of Directors of Verizon Global Funding adopted ____________, (the "Board
Resolution")] [The certificate, dated ____________, of authorized officers of
Verizon Global Funding 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) A copy of the Support Agreement;
(e) The New Notes;
(f) The Agreement;
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(g) The records of the corporate proceedings of the Companies relating to the
authorization, execution and delivery of the Indenture, [the Supplemental
Indenture,] the Support Agreement, the Agreement and the New Notes;
(h) The record of all proceedings taken by the Companies relating to the
registration of the New Notes and the Support Agreement 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");
(i) Registration Statement No. 333-______ (unless the context shall otherwise
require, the Registration Statement, as amended, is hereinafter called the
"Registration Statement"), the prospectus dated __________, together with the
prospectus supplement dated __________ relating to the New Notes in the form
filed under Rule 424(b) of the Act (hereinafter called the "Prospectus"), and
all documents filed by Verizon Communications 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. Each of the Companies 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 such 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 such 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 and the obligations under the Support Agreement have been taken by the
Companies.
3. The Agreement has been duly and validly authorized, executed and delivered
by each of the Companies.
4. The Indenture is in proper form, has been duly authorized, executed and
delivered by each of the Companies and constitutes a legal, valid and binding
agreement of each of the Companies 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 Prospectus and have been duly authorized and
executed by Verizon Global Funding and (assuming due authentication and delivery
thereof by the Trustee) have been duly issued for value by Verizon Global
Funding and (subject to the qualifications set forth in paragraph 4 above)
constitute legal, valid and binding obligations of Verizon Global Funding
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enforceable in accordance with their terms and are entitled to the benefits
afforded by the Indenture.
6. The Support Agreement conforms as to legal matter with the statements
concerning it in the Registration Statement and Prospectus, is in the form
contemplated by the Indenture, has been duly and validly authorized by all
necessary corporate action, executed and delivered and (subject to the
qualifications set forth in paragraph 4 above constitutes the legal, the valid
and binding obligation of each of the Companies, enforceable in accordance with
its terms.
7. 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 or
the obligations under the Support Agreement.
8. Verizon Global Funding is not required to register as an Investment
Company under the Investment Company Act of 1940, as amended;
9. The execution and delivery of the Agreement, the Indenture and the Support
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 either of the Companies or any order, decree, rule
or regulation known to me of any court or governmental agency having
jurisdiction over either of the Companies or their property.
10. To my knowledge there is no litigation or governmental proceeding pending or
threatened against either of the Companies or their subsidiaries which would
affect the subject matter of the Agreement.
11. 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 New Notes 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 on the date hereof, 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 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 addressee, quoted in whole or in part, or
otherwise referred to in any report or
A-3
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
A-4
EXHIBIT B
MILBANK, XXXXX, XXXXXX & XxXXXX LLP
0 Xxxxx Xxxxxxxxx Xxxxx
New York, New York 10005
VERIZON GLOBAL FUNDING CORP.
$___,000,000 __________________
and the other several Purchasers
referred to in the Purchase Agreement
dated ________________, among such
Purchasers, Verizon Global Funding Corp. and
Verizon Communications Inc.
Dear Sirs:
We have been designated by Verizon Global Funding Corp. (the "Company") as
counsel for the purchasers of $___,000,000 aggregate principal amount of its
__________________ (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 Verizon Global Funding and Verizon
Communications Inc. (together, the "Companies"), we have acted as your counsel
in connection with your several purchases this day from Verizon Global Funding
of the New Notes, which are issued under an Indenture dated as of December 1,
2000, as amended and supplemented (the "Indenture"), among the Companies and
Wachovia Bank, National Association, formerly known as First Union National
Bank, as Trustee, and supported by a support agreement dated as of October 31,
2000 (the "Support Agreement"), between Verizon Global Funding and Verizon
Communications Inc.
We have reviewed originals, or copies certified to our satisfaction, of such
corporate records of the Companies, indentures, agreements and other
instruments, certificates of public officials and of officers and
representatives of the Companies, 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 Companies and
statements contained in the Registration Statement hereinafter mentioned.
In addition, we attended the closing held today at the offices of Milbank,
Tweed, Xxxxxx & XxXxxx LLP, 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx, at
which Verizon Global Funding caused the New Notes to be delivered to your
representatives at the Depository Trust
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Company, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, 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. Each of the Companies 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 each of the Companies.
3. Each of the Indenture and the Support Agreement has been duly authorized,
executed and delivered by each of the Companies and constitutes a legal, valid
and binding agreement of the Companies 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 each of the Indenture and the Support Agreement 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 conform as to legal matters in
all substantial respects to the description thereof contained in the
Registration Statement and Prospectus hereinafter mentioned. The New Notes
(assuming due execution thereof by Verizon Global Funding and due authentication
and delivery by the Trustee) have been duly issued for value by Verizon Global
Funding and (subject to the qualifications stated in paragraph 3 above)
constitute legal, valid and binding obligations of Verizon Global Funding, 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 Companies from the Securities and
Exchange Commission (the "Commission"), Registration Statement No. 333- ______
(the "Registration Statement"), 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 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, 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 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 requirements of the Act and the Securities Exchange Act of
1934, as amended
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(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
Companies' 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 Companies 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 or the Incorporated Documents, considered as a
whole on the effective date of the Registration Statement, contained or contain
any untrue statement of a material fact or omitted or omit 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 the date hereof, contain any untrue statement of a
material fact 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 Verizon
Communications Inc. 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 and, to
the extent the foregoing opinions involve laws other than the laws of the State
of New York or the Federal laws of the United States of America, in reliance
upon the opinion of even date herewith of the General Counsel of Verizon
Communications Inc., 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, XXXXX, XXXXXX & XxXXXX LLP
B-3
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 (June 2002 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
Companies 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 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 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 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 Verizon Communications Inc., there have been any changes in the
capital stock or any increase in the
C-1
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 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 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 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 Prospectus: (i) compared the amounts used in the computation of such ratios
with the amounts included in the financial Statement 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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EXHIBIT D
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants to be delivered pursuant to Article
IV, paragraph (E) of the document entitled Standard Purchase Agreement
Provisions (June 2002 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
Companies and satisfactory to the Purchasers or the Representative and counsel
to the Purchasers, dated as of the Closing Date, from PricewaterhouseCoopers LLP
confirming that they were, as of the date of their audit report, 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 that in their opinion, the
financial statements and schedules audited by them and incorporated by reference
in the Prospectus complied when filed under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), as to form in all material respects with
the applicable accounting requirements of the Act, and the Exchange Act and the
published rules and regulations thereunder.
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