Exhibit 4.1
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VERIZON GLOBAL FUNDING CORP.,
Issuer
VERIZON COMMUNICATIONS, INC.,
Parent
and
WACHOVIA BANK, N.A.
(formerly known as First Union National Bank),
Trustee
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SECOND SUPPLEMENTAL INDENTURE
Dated as of September 29, 2004
TO
INDENTURE
Dated as of December 1, 2000
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SECOND SUPPLEMENTAL INDENTURE, dated as of September 29, 2004, among
VERIZON GLOBAL FUNDING CORP., a corporation duly incorporated and existing under
the laws of Delaware and having its principal office at 0000 Xxxxxxxxxx Xxxxxx,
0xx Xxxxx, Xxxxxxxxxx, Xxxxxxxx, 00000 (hereinafter referred to as the
"Company"), VERIZON COMMUNICATIONS INC., a corporation duly incorporated and
existing under the laws of Delaware and having its principal executive office at
1095 Avenue of the Americas, New York, New York (hereinafter referred to as the
"Parent"), and WACHOVIA BANK, N.A. (formerly known as First Union National
Bank), a banking association organized and existing under the laws of the United
States of America, as trustee (hereinafter referred to as the "Trustee") under
the Indenture dated as of December 1, 2000, among the Company, the Parent and
the Trustee (hereinafter referred to as the "Original Indenture"), as
supplemented by the First Supplemental Indenture dated as of May 15, 2001
(hereinafter referred to the "First Supplemental Indenture"). The Original
Indenture, as supplemented by the First Supplemental Indenture, is hereinafter
referred to as the "Indenture." All capitalized terms used herein and not
defined shall have the meaning set forth in the Indenture, but in the event of a
conflict between any definition set forth in the Indenture and any definition
set forth in this Second Supplemental Indenture, the definition set forth in
this Second Supplemental Indenture shall control.
RECITALS
WHEREAS, the Company has previously issued its Zero-Coupon Convertible
Notes due 2021 pursuant to Indenture (the "Notes");
WHEREAS, in accordance with clause (12) of Section 901 of the Original
Indenture, the Company, the Parent and the Trustee may enter into one or more
supplemental indentures to the Original Indenture without the consent of the
Holders of Securities to, among other things, surrender any right or power
therein conferred upon the Company or Parent;
WHEREAS, the Company desires to irrevocably surrender its right to elect
to make payment of the purchase price of the Notes tendered to the Company at
the option of the Holder with shares of Parent Common Stock or a combination of
cash and shares of Parent Common Stock; and
WHEREAS, the Company and the Parent have determined that the requirements
of the Indenture have been satisfied and have requested the Trustee to join with
them in the execution and delivery of this Second Supplemental Indenture; all
requirements necessary to make this Second Supplemental Indenture a valid
instrument in accordance with its terms have been met; and the execution and
delivery hereof have been in all respects duly authorized.
NOW, THEREFORE, for good and valuable consideration the sufficiency of
which is hereby acknowledged, the Company and the Parent covenant and agree with
the Trustee as follows:
The Company hereby irrevocable surrenders its right, set forth in Section
1107 of the Indenture (which applies only to the Notes pursuant to Section 2.03
of the First Supplemental
Indenture), to elect that payment of the Purchase Price of Securities to be
purchased on any Purchase Date pursuant to Paragraph 6 of the Securities be made
in shares of Parent Company Common Stock or in any combination of cash and
shares of Parent Common Stock; and as a result of the surrender of rights set
forth herein, the Purchase Price of Securities in respect of which a Purchase
Notice pursuant to Section 1107(a) has been given shall be paid by the Company
with cash equal to the aggregate Purchase Price of such Securities.
* * *
This Second Supplemental Indenture is executed and shall be construed as
an indenture supplemental to the Indenture and, as provided in the Indenture,
this Second Supplemental Indenture forms a part thereof. The Indenture, as
supplemented and amended by this Second Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed.
Nothing in this Second Supplemental Indenture or in the Indenture, express
or implied, shall give to any person, other than the parties hereto and their
successors hereunder and the Holders (to the extent specified herein or therein)
any benefit or any legal or equitable right, remedy or claim under this Second
Supplemental Indenture.
This Second Supplemental Indenture shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
* * *
IN WITNESS WHEREOF, the undersigned being duly authorized, have executed
this Second Supplemental Indenture on behalf of the respective parties hereto as
of the date first above written.
VERIZON GLOBAL FUNDING CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: President and Treasurer
Attest:
/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Secretary
VERIZON COMMUNICATIONS INC.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
and Treasurer
Attest:
/s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Assistant Secretary
WACHOVIA BANK, N.A.
By: /s/ C. Hromych
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Name: C. Hromych
Title: Vice President
Attest:
/s/ Xxxxx X. Xxxxxxxx
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Title: AVP
(SEAL)
