EXHIBIT 10.11
[VERIZON LOGO]
VERIZON COMMUNICATIONS INC.
1095 Avenue of the Americas
October 26, 0000 Xxx Xxxx, Xxx Xxxx 00000
Genuity Inc.
000 Xxxxxxxxxxxx Xxx
Xxxxxx, XX 00000
XX Xxxxxx Xxxxx Bank,
as Agent, and
each of the Lenders,
as defined herein
FOURTH STANDSTILL AGREEMENT
Reference is made to: (i) the Credit Agreement, dated as of March 5,
2001 (as amended from time to time, the "Credit Agreement"), by and between
Verizon Investments Inc., a Delaware corporation ("Verizon Investments") and
Genuity Inc., a Delaware corporation ("Genuity"); (ii) the $2,000,000,000
Amended and Restated Credit Agreement , dated as of September 24, 2001 (as
amended from time to time, the "Revolving Credit Agreement"), among Genuity, XX
Xxxxxx Chase Bank, as agent (the "Agent"), the lenders party thereto (the
"Lenders") and the other parties party thereto; and (iii) Standstill Agreement
Xx. 0, xxxxx xx xx Xxxxxxx 00, 0000 (xx in effect on the date hereof,
"Standstill Agreement No. 5"), between Genuity and the Lenders party thereto.
Capitalized terms not otherwise defined herein shall have the meanings specified
therefor in the Credit Agreement.
Verizon Investments and Genuity recognize that certain Events of
Default have occurred and are continuing (a) under the Credit Agreement as a
result of the conversion by affiliates of Verizon Investments of Class B common
shares of Genuity into Class A Shares and (b) attributable to events relating to
insolvency or similar proceedings of (including, without limitation, the
financial condition, payment of taxes by, or solvency of) Integra S.A., a 93%
owned subsidiary of Genuity organized under the laws of France (collectively,
the "Existing Defaults").
Verizon Investments and Verizon Communications Inc., a Delaware
corporation ("VCI" and, together with Verizon Investments, "Verizon"), hereby
agree and acknowledge to and for the benefit of each of Genuity, the Agent and
the Lenders the following:
During the period (the "Verizon Standstill Period") commencing on July
29, 2002 and ending on November 12, 2002, or such earlier date on which the
Standstill Period (as contemplated by, and as defined in, Standstill Agreement
No. 5) terminates or is rescinded (in any such event, the "Termination Date"),
Verizon agrees (i) with respect
Genuity Inc.
October 26, 2002
Page 2
to the Existing Defaults, that it will not exercise any of its rights or
remedies under or with respect to the Credit Agreement, including, without
limitation, any right to declare any or all amounts payable under the Credit
Agreement to be immediately due and payable, and (ii) that it will not commence
or cause to be commenced or file any suit, proceeding or litigation in any
court, governmental agency or arbitrator against or directly affecting Genuity
in any way relating to the Credit Agreement.
On the Termination Date, without any further action by Verizon, all of
the terms and provisions set forth in the Credit Agreement with respect to the
Existing Defaults shall have the same force and effect as if this Agreement had
not been entered into by the parties hereto, and Verizon shall have all of the
rights and remedies afforded to it under the Credit Agreement and applicable law
with respect to the Existing Defaults as though no standstill had been granted
by it hereunder. Except as expressly set forth herein, nothing in this Agreement
shall affect the rights and remedies of Verizon under or in connection with the
Credit Agreement with respect to any Event of Default, other than the Existing
Defaults, or any other event or occurrence.
During the Verizon Standstill Period, Verizon agrees not to take any
action described in Section 3(d) of Standstill Agreement No. 5.
Nothing herein shall be interpreted as requiring Verizon to make any
additional advances under the Credit Agreement.
Genuity Inc.
October 26, 2002
Page 3
This Agreement shall be effective immediately upon the execution
hereof as of the date hereof.
VERIZON COMMUNICATIONS INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Title Senior Vice President and
Treasurer
VERIZON INVESTMENTS INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Title Vice President and Secretary
Accepted and agreed to
GENUITY INC.
By /s/ Xxxxxx X. X'Xxxxx
-------------------------------
Title Executive Vice President and
Chief Financial Officer
