EXHIBIT 1
VERIZON VIRGINIA INC.
FORM OF PURCHASE AGREEMENT
Verizon Virginia Inc., a Virginia corporation (the "Company"), proposes
to issue and sell $___,000,000 aggregate principal amount of its ___%
Debentures, Series _, Due ____ (the "New Debentures"). Subject to the terms and
conditions set forth or incorporated by reference herein, the Company agrees to
sell and the purchaser or purchasers named in Schedule A attached hereto (the
"Purchasers") severally agree to purchase the New Debentures at __% of their
principal amount, plus accrued interest, if any, from ________ to the date of
payment for the New Debentures and delivery thereof. Interest on the New
Debentures will be payable semi-annually on ___ and ___, commencing ______. The
New Debentures will be reoffered to the public at ____% of their principal
amount.
All the provisions contained in the Company's Standard Purchase
Agreement Provisions (October 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 Debentures will not be redeemable prior to maturity.]
OR
[The New Debentures will not be redeemable prior to _____. Thereafter,
the New Debentures will be redeemable on not less than 30 nor more than 60 days'
notice given as provided in the Indenture, as a whole or in part, at the option
of the Company at the redemption price set forth below. The "initial regular
redemption price" will be the initial public offering price as defined below
plus the rate of interest on the New Debentures. 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 Debentures, the
initial public offering price of the New Debentures shall be the price,
expressed in percentage of principal amount (exclusive of accrued interest), at
which the New Debentures are to be initially offered for sale to the public; if
there is not a public offering of the New Debentures, the initial public
offering price of the New Debentures shall be deemed to be the price, expressed
in percentage of principal amount (exclusive of accrued interest), to be paid to
the Company by the Purchasers.]
OR
[The New Debentures may be redeemed on not less than 30 nor more than
60 days' notice given as provided in the Indenture, as a whole or from time to
time in part, at the option of the Company, at a redemption price equal to the
greater of (i) 100% of the principal amount thereof 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.
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"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 Debentures to be redeemed that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such New Debentures.
"Comparable Treasury Price" means (i) the average of three Reference
Treasury Dealer Quotations for such redemption date, or (ii) if the Independent
Investment Banker is unable to obtain three such Reference Treasury Dealer
Quotations, the average of all such quotations obtained.
"Independent Investment Banker" means an independent investment banking
or commercial banking institution of national standing appointed by the Company.
"Reference Treasury Dealer" means (i) any independent investment
banking or commercial banking institution of national standing and their
respective successors appointed by the Company, provided, however, that if any
of the foregoing shall cease to be a primary U.S. Government securities dealer
in The City of New York (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasure Dealer and (ii) any other Primary
Treasury Dealer selected by the Independent Investment Banker and approved in
writing by the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Independent Investment Banker, or the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker at 3:30
p.m., New York City time, on the third Business Day preceding such redemption
date.]
CLOSING:
The Purchasers agree to pay for the New Debentures by wire transfer in
same day funds to an account designated by the Company upon delivery of such New
Debentures at 9:30 a.m. (New York City time) on _________ (the "Closing Date"),
or at such other time, not later than the seventh full business day thereafter,
as shall be agreed upon by the Company and the Purchasers or the firm or firms
designated as the representative or representatives, as the case may be, of the
Purchasers (the "Representative").
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DENOMINATION OF THE NEW DEBENTURES:
[The New Debentures shall be in the form of temporary or definitive
fully-registered New Debentures 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. The Company agrees to make the New Debentures available
to the Purchasers or the Representative for inspection at the office of The Bank
of New York, 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 Debentures on the Closing Date.]
OR
[The New Debentures shall be in the form of one or more Global
Debentures which shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, the New Debentures and shall be registered in
the name of The Depository Trust Company or its nominee. The Company agrees to
make the New Debentures available to the Purchasers or the Representative for
inspection at the office of The Bank of New York, 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 Debentures on the Closing Date.]
RESALE:
[The Purchasers represent that they intend to resell the New
Debentures, 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
Debentures, 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 VIRGINIA INC.
By:
---------------------------
Title:
SCHEDULE A
The names of the Purchasers and the principal amount of New Debentures
which each respectively agrees to purchase are as follows:
Principal
Amount of
Name New Debentures
---- --------------
$
--------
Total ....................................................... $
--------
VERIZON VIRGINIA INC.
STANDARD PURCHASE AGREEMENT PROVISIONS
(October 2002 Edition)
Verizon Virginia Inc., a Virginia corporation (the "Company"), may
enter into one or more purchase agreements providing for the sale of debentures
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 DEBENTURES
The Company proposes to issue one or more series of debentures pursuant
to the provisions of an Indenture dated as of October 15, 2002 (the
"Indenture"), between the Company and JPMorgan Chase Bank, as trustee (the
"Trustee"). In a supplemental indenture to the Indenture, a resolution of the
Board of Directors of the Company or an officers' certificate pursuant to a
supplemental indenture or board resolution specifically authorizing each new
series of debentures, the Company will designate the title of each new series of
debentures, and the aggregate principal amount, date or dates of maturity, dates
for payment and rate of interest, redemption dates, prices, obligations and
restrictions, if any, and any other terms with respect to each such series.
The Company has filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
Registration Statement No. 333-______ relating to $900,000,000 of the Company's
debentures registered thereunder and $100,000,000 of the Company's debentures
registered under registration statement No. 33-65152 (the amount remaining
unsold under such registration statements, from time to time, including the
amount of any additional debentures remaining unsold on any new registration
statement filed pursuant to Rule 462(b) under the Act, is hereinafter referred
to as the "Debentures"), including a prospectus which, pursuant to Rule 429
under the Act, relates to the Debentures 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 Debentures (such particular series being hereinafter referred to as the "New
Debentures") pursuant to Rule 424(b) under the Act ("Rule 424(b)"). The term
"Registration Statement" means the registration statements referred to herein
collectively, as amended to the date of the Purchase Agreement. The term "Basic
Prospectus" means the prospectus relating to the Debentures included in the
Registration Statement. The term "Prospectus" means the Basic Prospectus
together with the prospectus supplement specifically relating to the New
Debentures, 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 New Debentures will not contain any untrue statement of a material fact
and will not omit any material fact in connection with such information
necessary to make such information not misleading.
If the Purchasers advise the Company in the Purchase Agreement that
they intend to resell the New Debentures, 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 New Debentures ("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, One Chase Manhattan Plaza, New York, New York, on the Closing Date.
Concurrent with the delivery of the New Debentures to the Purchasers or to the
Representative for the account of each Purchaser, payment of the full purchase
price of the New Debentures shall be made by check or wire transfer in same day
funds to an account designated by the Company. Upon receipt of such check or
wire transfer by The Bank of New York, such check or wire transfer shall be
deemed to be delivered at the closing.
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, a Vice
President or the Treasurer 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.
(E) Until the Company's Annual Report on Form 10-K shall have been
filed for the year ended December 31, 2002, the Purchasers or the Representative
shall have received on the Closing Date a letter from PricewaterhouseCoopers
LLP, independent public accountants for the Company, dated as of the Closing
Date, to the effect set forth in Exhibit D 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 Closing Date the full
purchase price of the New Debentures purchased hereunder.
VI. COVENANTS OF THE COMPANY
In further consideration of the agreements contained herein of the
Purchasers, the Company covenants to the several Purchasers as follows:
(A) To furnish to the Purchasers or the Representative a copy of the
Registration Statement including materials, if any, incorporated by reference
therein 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.
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(B) Before amending or supplementing the Registration Statement or the
Prospectus with respect to the New Debentures, 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 New Debentures 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 thereat of any proceeding for that
purpose.
(D) If, at any time prior to the completion of the resale of the New
Debentures 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 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 New Debentures for offer and
sale under the securities or Blue Sky laws of such jurisdictions as the
Purchasers or the Representative shall reasonably request and to pay all
expenses (including fees and disbursements of counsel) in connection therewith;
provided, however, that the Company, in complying with the foregoing provisions
of this paragraph, shall not be required to qualify as a foreign company or to
register or qualify as a broker or dealer in securities in any jurisdiction or
to consent to service of process in any jurisdiction other than with respect to
claims arising out of the offering or sale of the New Debentures, and provided
further that the Company shall not be required to continue the qualification of
the New Debentures beyond one year from the date of the sale of the New
Debentures.
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 New Debentures,
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 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 the Company or any subsidiaries pursuant to the
terms of any agreement or instrument to which the Company is a party or any
statute or any order, rule or regulation of any court or governmental agency or
body by which the Company is bound, and (vii) the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended.
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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 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 Debentures 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 New Debentures 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 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.
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If the indemnification provided for in this Article VIII is unavailable
to an indemnified party under the first or second paragraph hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party shall severally contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Reselling Purchasers on
the other from the offering of the New Debentures or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and of the Reselling Purchasers on the other in connection with the
statement or omission that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Reselling
Purchasers on the other in connection with the offering of the New Debentures
shall be deemed to be in the same proportion as the total net proceeds from the
offering of the New Debentures 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 New Debentures, 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 Debentures and the price paid for the New Debentures pursuant to the
Purchase Agreement. The relative fault of the Company on the one hand and of the
Reselling Purchasers on the other shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Reselling Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.
The amount paid or payable by an indemnified party as a result of the
losses, claims, damages and liabilities referred to in this Article VIII shall
be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Article VIII, no Reselling Purchaser shall be required to
contribute any amount in excess of the amount by which the total price at which
the New Debentures 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 New Debentures.
X. TERMINATION BY RESELLING PURCHASERS
At any time prior to the Closing Date this Agreement shall be subject
to termination in the absolute discretion of the Reselling Purchasers, by notice
given to the Company, if (i) trading in securities generally on the New York
Stock Exchange shall have been suspended or materially limited, (ii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities, (iii) minimum prices shall have
been established on the New York Stock Exchange by Federal or New York State
authorities or (iv) any outbreak or material escalation of hostilities involving
the United States or declaration by the United States of a national emergency or
war or other calamity or crisis shall have occurred, the effect of any of which
is such as to make it impracticable or inadvisable to proceed with the delivery
of the New Debentures on the terms and in the manner contemplated by the
Prospectus.
XI. TERMINATION BY PURCHASERS
If this Agreement shall be terminated by the Purchasers because of any
failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason (other
than those set forth in Article V) the Company shall be unable to perform its
obligations under this Agreement, the Company will reimburse the Purchasers for
all out-of-pocket expenses (including the fees and disbursements of counsel)
reasonably incurred by such Purchasers in connection with the New Debentures.
Except as provided herein, the Purchasers shall bear all of their expenses,
including the fees and disbursements of counsel.
-5-
XII. SUBSTITUTION OF PURCHASERS
If for any reason any Purchaser shall not purchase the New Debentures
it has agreed to purchase hereunder, the remaining Purchasers shall have the
right within 24 hours to make arrangements satisfactory to the Company for the
purchase of such New Debentures hereunder. If they fail to do so, the amounts of
New Debentures that the remaining Purchasers are obligated, severally, to
purchase under this Agreement shall be increased in the proportions which the
total amount of New Debentures which they have respectively agreed to purchase
bears to the total amount of New Debentures 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 Debentures, provided that such aggregate
increases shall not exceed 10% of the total amount of the New Debentures set
forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures
still remain, the Company shall have the right either to elect to consummate the
sale except as to any such unpurchased New Debentures so remaining or, within
the next succeeding 24 hours, to make arrangements satisfactory to the remaining
Purchasers for the purchase of such New Debentures. 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 New Debentures remain for which no satisfactory substitute
Purchaser is obtained in accordance with the above provisions, then this
Agreement shall terminate without liability on the part of any non-defaulting
Purchaser or the Company for the purchase or sale of any New Debenture 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.
-6-
EXHIBIT A
Letterhead of General Counsel of the Company
_____________________, 20___
______________________________________________
and the other several Purchasers referred to in
the Purchase Agreement dated _______, 20__, among
Verizon Virginia Inc. and such Purchasers
Re: Verizon Virginia Inc.
___% Debentures, Series _, Due ____
Ladies and Gentlemen:
I have been requested by Verizon Virginia Inc., a Virginia corporation
(the "Company"), as its General Counsel to furnish you with my opinion pursuant
to a Purchase Agreement dated ______, 20__ (the "Agreement") among you and the
Company, relating to the purchase and sale of $___,000,000 aggregate principal
amount of its ___% Debentures, Series _, Due ____ (the "New Debentures").
In this connection I, or attorneys under my direction, have examined
among other things:
(a) The Certificate of Incorporation of the Company, as amended, and
the By-laws of the Company, each as presently in effect;
(b) A copy of the Indenture dated as of October 15, 2002 (the
"Indenture") between the Company and JPMorgan Chase Bank (the "Trustee"), under
which the New Debentures are being issued;
(c) [The Supplemental Indenture, dated as of ____, 20__ (the
"Supplemental Indenture") between the Company and the Trustee] [The resolutions
of the Board of Directors adopted _____, 20__ (the "Board Resolution")] [The
certificate, dated _____, 20__, of authorized officers of the Company pursuant
to authorization from the Board of Directors of the Company (the "Officers'
Certificate")] specifically authorizing the New Debentures, including the
issuance and sale of the New Debentures;
(d) The New Debentures;
(e) The Agreement;
(f) The records of the corporate proceedings of the Company relating to
the authorization, execution and delivery of the Indenture and the [Supplemental
Indenture] [Board Resolution] [Officers' Certificate];
(g) The records of the corporate proceedings of the Company relating to
the authorization, execution and delivery of the Agreement;
(h) The record of all proceedings taken by the Company relating to the
registration of the New Debentures 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) Statutes, permits and other documents relating to the Company's
franchises; and
(j) Registration Statement No. 333-_______ and Registration Statement
No. 33-65152 [and Registration Statement No. ____] (unless the context shall
otherwise require, the Registration Statements, as amended, are hereinafter
called the "Registration Statement") and the prospectus dated _________,
together with the prospectus supplement dated __________ relating to the New
Debentures in the form filed under Rule 424(b) of the Act (hereinafter called
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 Commonwealth of Virginia, and has
adequate corporate power to own and operate its properties and to carry on the
business in which it is now engaged. There are no states or jurisdictions in
which the qualification or licensing of the Company as a foreign corporation is
necessary where the failure to be qualified or licensed would have a material
adverse effect on the Company.
2. All legal proceedings necessary to the authorization, issue and sale
of the New Debentures to you have been taken by the Company.
3. The Agreement has been duly and validly authorized, executed and
delivered by the Company.
4. The Indenture is in proper form, has been duly authorized, has been
duly executed by the Company and the Trustee and delivered by the Company and
constitutes a legal, valid and binding agreement of the Company enforceable in
accordance with its terms, except as limited by bankruptcy, insolvency and other
laws affecting the enforcement of creditors' rights and the availability of
equitable remedies. The Indenture has been duly qualified under the TIA.
5. The New Debentures conform as to legal matters with the statements
concerning them in the Registration Statement and Prospectus and have been duly
authorized and executed by the Company and (assuming due authentication and
delivery thereof by the Trustee) have been duly issued for value by the Company
and (subject to the qualifications set forth in paragraph 4 above) constitute
legal, valid and binding obligations of the Company enforceable in accordance
with their terms and are entitled to the benefits afforded by the Indenture.
6. Except as may be required by the securities or Blue Sky laws of
certain jurisdictions, no other authorization, approval or consent of any
governmental regulatory authority is required for the issuance and sale of the
New Debentures.
7. The Company holds valid and subsisting franchises, licenses and
permits adequate for the conduct of its business in the territory served by it,
except for limited areas where the Company operates by sufferance, and none of
the franchises, licenses or permits of the Company contain any unduly burdensome
restrictions.
8. The execution and delivery of the Agreement and the Indenture and
the consummation of the transactions contemplated herein and therein will not
result in a violation of or conflict with the provisions of the charter or
by-laws of the Company or any order, decree, rule or regulation known to me of
any court or governmental agency having jurisdiction over the Company or its
property.
9. 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.
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 New Debentures 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.
-2-
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 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
-3-
EXHIBIT B
MILBANK, TWEED, XXXXXX & XxXXXX LLP
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
__________, 20__
VERIZON VIRGINIA INC.
$___,000,000 __% Debentures, Series _, Due ____
________________________________
and the other several Purchasers
referred to in the Purchase Agreement
dated___________________, among such
Purchasers and Verizon Virginia Inc.
Ladies and Gentlemen:
We have been designated by Verizon Virginia Inc. (the "Company") as
counsel for the purchasers of $___,000,000 aggregate principal amount of its
___% Debentures, Series _, Due ____ (the "New Debentures"). Pursuant to such
designation and the terms of a Purchase Agreement dated ________, relating to
the New Debentures (the "Purchase Agreement"), entered into by you with the
Company, we have acted as your counsel in connection with your several purchases
this day from the Company of the New Debentures, which are issued under an
Indenture dated as of October 15, 2002 (the "Indenture"), between the Company
and JPMorgan Chase Bank (the "Trustee").
We have reviewed originals, or copies certified to our satisfaction, of
such corporate records of the Company, indentures, agreements and other
instruments, certificates of public officials and of officers and
representatives of the Company, and other documents, as we have deemed necessary
as a basis for the opinions hereinafter expressed. In such examination we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity with the original documents of all
documents submitted to us as copies, and the authenticity of the originals of
such latter documents. As to various questions of fact material to such
opinions, we have, when relevant facts were not independently established,
relied upon certifications by officers of the Company and statements contained
in the Registration Statement hereinafter mentioned.
In addition, we attended the closing held today at the offices of
Milbank, Tweed, Xxxxxx & XxXxxx LLP, 1 Chase Manhattan Plaza, New York, New York
at which the Company caused the New Debentures to be delivered to your
representatives at the Depository Trust 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. The Company is a validly existing corporation, in good standing,
under the laws of the Commonwealth of Virginia.
2. The Purchase Agreement has been duly authorized, executed and
delivered by and on behalf of the Company.
3. The Indenture has been duly authorized, executed and delivered by
the Company and constitutes a legal, valid and binding agreement of the Company
enforceable in accordance with its terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforceability of creditors' rights. The enforceability of the
Indenture is subject to the effect of general principles of equity (regardless
of whether considered in a proceeding in equity or at law), including without
limitation (i) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (ii) concepts of materiality,
reasonableness, good faith and fair dealing. The Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended.
4. The New Debentures 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 Debentures
(assuming due execution thereof by the Company and due authentication and
delivery by the Trustee) have been duly issued for value by the Company and
(subject to the qualifications stated in paragraph 3 above) constitute legal,
valid and binding obligations of the Company, and are entitled to the benefits
afforded by the Indenture in accordance with the terms of the Indenture and of
the New Debentures.
5. On the basis of information received by the Company from the
Securities and Exchange Commission (the "Commission"), each of Registration
Statement No. _______ and No. 33-65152 [and Registration Statement No. ___] with
respect to the New Debentures (collectively, 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 Debentures 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 Debentures 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 contained or incorporated by reference in the
Registration Statement, the Prospectus or such Incorporated Documents, as to
which no opinion is expressed) appear on their face to be appropriately
responsive, in all material respects relevant to the offering of the New
Debentures, 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 business and affairs, since Form S-3 provides for the
incorporation by reference of certain documents filed with the Commission which
contain descriptions as of various dates. We participated in conferences with
counsel for, and representatives of, the Company in connection with the
preparation of the Registration Statement 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 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
and, to the extent the foregoing opinions involve the laws other than 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 the
Company, such other laws.
- 2 -
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
- 3 -
EXHIBIT C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for the Company to be
delivered pursuant to Article IV, paragraph (D) of the document entitled
Standard Purchase Agreement Provisions (October 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 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 balance sheet as of the latest available
interim date, and the unaudited condensed 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 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 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 interim financial statements 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 shareowner's
investment, 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 of 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
shareowner's investment, 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
statements 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 that
would be inconsistent with the results of operations reported referred to in
clause (b)(ii) above as compared to the corresponding period in 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 the 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.
EXHIBIT D
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for the Company to be
delivered pursuant to Article IV, paragraph (D) of the document entitled
Standard Purchase Agreement Provisions (October 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 Company 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 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 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.
