Exhibit 4.2
===============================================================================
VERIZON COMMUNICATIONS INC.,
Successor Company and Parent
and
WACHOVIA BANK, NATIONAL ASSOCIATION
(formerly known as First Union National Bank),
Trustee
------------------------------------
THIRD SUPPLEMENTAL INDENTURE
Dated as of February 1, 2006
TO
INDENTURE
Dated as of December 1, 2000
------------------------------------
===============================================================================
THIRD SUPPLEMENTAL INDENTURE, dated as of February 1, 2006 (hereinafter
referred to as the "Third Supplemental Indenture"), by and between VERIZON
COMMUNICATIONS INC., a corporation duly organized and existing under the laws of
Delaware and having an executive office at One Verizon Way, Basking Ridge, New
Jersey 07920 (hereinafter referred to (i) in its capacity as successor in
interest to the Predecessor Company (as defined below) as the "Successor
Company" and (ii) in its capacity as a party to the Original Indenture referred
to below, as "Parent"), and WACHOVIA BANK, NATIONAL ASSOCIATION (formerly known
as the 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
VERIZON GLOBAL FUNDING CORP., formerly a wholly-owned subsidiary of Parent
organized and existing under the laws of Delaware and having its principal
executive office at 3900 Washington Street, 2nd Floor, Wilmington, Delaware
19802 (hereinafter referred to as the "Predecessor Company"), 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 as the "First Supplemental Indenture") and as further supplemented
by the Second Supplemental Indenture dated as of September 29, 2004 (hereinafter
referred to as the "Second Supplemental Indenture). The Original Indenture, as
supplemented by the First Supplemental Indenture and as further supplemented by
the Second Supplemental Indenture, is hereinafter referred to as the
"Indenture."
RECITALS
WHEREAS, the Successor Company has filed a Certificate of Ownership and
Merger, merging the Predecessor Company into the Successor Company, with the
Secretary of State of the State of Delaware on February 1, 2006 (the "Merger
Certificate") whereby the Predecessor Company merged with and into the Successor
Company (the "Merger"), pursuant to resolutions adopted by the Board of
Directors of the Successor Company set forth in the Merger Certificate,
resulting in the Successor Company becoming the successor and obligor on all
Securities issued under the Indenture and all of the Predecessor Company's
obligations under the Indenture;
WHEREAS, pursuant to clause (1) of Section 801 of the Original Indenture,
the Successor Company as successor to the Predecessor Company desires to
expressly assume, by a supplemental indenture, executed and delivered to the
Trustee, the due and punctual payment of the principal of (and premium, if any)
and interest, if any, on all the Securities issued under the Indenture and any
related coupons and the performance of every covenant of the Indenture on the
part of the Predecessor Company to be performed or observed;
WHEREAS, the Predecessor Company and Parent are each party to a Support
Agreement, dated as of October 31, 2000 (the "Support Agreement"), pursuant to
which Parent has agreed with the Predecessor Company, subject to the terms
thereof, to, among other things, provide the Predecessor Company funds in order
to assure the Predecessor Company's ability to make timely payment of principal
and interest and premium, if any, on the Securities, and a Share Contribution
Agreement, dated as of May 15, 2001 (the "Share Contribution Agreement"),
relating to the Predecessor Company's Zero-Coupon Convertible Notes due 2021
(the "Convertible Notes"), issued pursuant to the First Supplemental Indenture
and modified pursuant
to the Second Indenture and constituting one of the series of Securities issued
under the Indenture;
WHEREAS, the Indenture contemplates that the Support Agreement would be
endorsed on the Securities of all series issued under the Indenture and that the
Holders of the Securities and the Trustee would be entitled to the benefits of
the Support Agreement and that the Share Contribution Agreement would be
endorsed on the Convertible Notes; and that Holders of the Convertible Notes and
the Trustee would be entitled to the benefits of the Share Contribution
Agreement;
WHEREAS, the merger of the Predecessor Company into Parent and the
assumption by Parent of all obligations of the Predecessor Company under the
Indenture obviate the need for either the Support Agreement or the Share
Contribution Agreement in order to protect the interests of the Holders of the
Securities;
WHEREAS, the Successor Company desires to amend the Indenture and the
Securities in order to eliminate references to Parent, the Support Agreement and
the Share Contribution Agreement;
WHEREAS, in accordance with Section 901 of the Original Indenture, Verizon
Communications Inc. (as Successor Company and Parent) and the Trustee may enter
into supplemental indentures to the Indenture without the consent of the Holders
of Securities to, among other things, (i) evidence the succession of another
corporation to the Predecessor Company, and the assumption by any successor of
the covenants of the Predecessor Company in the Indenture and in the Securities
and (ii) cure any ambiguity, to correct or supplement any provision which may be
defective or inconsistent, or to make such other provisions with respect to
matters or questions arising under the Indenture, provided such action shall not
adversely affect the interests of the Holders of the Securities of any
particular series in any material respect;
WHEREAS, the Successor Company has determined that the requirements of the
Indenture have been satisfied and has requested the Trustee to join it in the
execution and delivery of this Third Supplemental Indenture; all requirements
necessary to make this Third 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, Verizon Communications Inc., in its capacity as
Successor Company hereunder and in its capacity as Parent under the Original
Indenture, covenants and agrees with the Trustee as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. Definition of Terms.
For all purposes of this Third Supplemental Indenture:
2
(a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of the Indenture;
(c) the terms "herein", "hereof", "hereunder" and other words of similar
import refer to this Third Supplemental Indenture; and
(d) in the event of a conflict between any definition set forth in the
Indenture and any definition set forth in this Third Supplemental Indenture, the
definition set forth in this Third Supplemental Indenture shall control.
ARTICLE TWO
ASSUMPTION OF OBLIGATIONS, MODIFICATION OF DEFINITIONS
AND AMENDMENT OF THE INDENTURE
SECTION 2.01. Assumption of Predecessor Company Obligations.
As a result of the Merger, the Successor Company will become the successor
obligor under the Indenture and the Securities and, effective as of the date of
the consummation of the Merger, the Successor Company hereby expressly assumes
the due and punctual payment of the principal of (and premium, if any) and
interest, if any, (including all additional amounts, if any payable pursuant to
Sections 516 or 1006 of the Original Indenture) on all the Securities and any
related coupons, and the due and punctual performance and observance of all of
the terms, covenants and conditions of the Indenture to be kept or performed by
the Predecessor Company, as required by clause (1) of Section 801 of the
Original Indenture, and, effective as of the date of the consummation of the
Merger, the Successor Company shall succeed to and be substituted for the
Predecessor Company with the same effect as if it had been named in the
Indenture as a party of the first part thereto and all references in the
Indenture and in the Securities to "the Company" shall be deemed to be
references to the Successor Company, as successor by merger to the Predecessor
Company under the Indenture.
SECTION 2.02. Modification of Definitions.
The Indenture and the Securities are hereby amended so that all references
therein to "Company and Parent", "Company and the Parent", "Company and Parent
jointly and severally", "Company and/or Parent", "Company's and Parent's",
"Company or Parent", "Company or Parent, as the case may be", "Company or Parent
or both of them", "Company or Parent, as appropriate", "Company's or Parent's",
"Company or the Parent", "Company, the Parent", "Company, Parent", "each of the
Company and the Parent", "either the Company or the Parent", "Parent, the
Company" and "Parent or the Company" shall be deemed to be references to the
Successor Company alone; all references to "Parent" alone shall be deemed to be
references to the Successor Company alone; and all references to "Parent Common
Stock" shall be deemed to be references to "Company Common Stock".
3
SECTION 2.03. Amendments.
The Indenture and the Securities are hereby amended in their entirety to
reflect the successorship of the Successor Company to the Predecessor Company
and, in accordance with Section 2.02 hereof and the amendments specified in this
Section 2.03, to delete all references in the Indenture to "Parent", "Support
Agreement", "Share Contribution Agreement" and "Support Obligations"; provided,
however, that references to the Support Agreement in Section 114 (Immunity of
Incorporators, Stockholders, Officers and Directors) of the Original Indenture
shall be retained.
Without limiting the generality of the foregoing:
The Original Indenture and each indenture supplemental thereto shall
hereafter each be deemed to be an agreement between the Successor Company and
the Trustee.
Section 101 of the Original Indenture is hereby amended to delete the
definition of "Support Obligations" and to amend the definition of "Paying
Agent" in its entirety to read as follows:
"Paying Agent" means Wachovia Bank, National Association, or any
other Person authorized by the Company to pay the principal of (and premium, if
any) or interest, if any, on any Securities of any series on behalf of the
Company.
Section 101 of the Original Indenture, as amended by the First
Supplemental Indenture with respect to the Convertible Notes, is hereby amended
to delete each of the definitions of "Share Contribution Agreement" and "Parent
Common Stock" in its entirety and to add the following definition in
alphabetical order:
"Company Common Stock" shall mean the shares of common stock, $0.10
par value per share of the Company existing on the date of the issuance of
the Securities or any other shares of Capital Stock of the Company into
which such common stock shall be reclassified or changed.
Section 105 of the Original Indenture is hereby amended to read as
follows:
SECTION 105. Notices, Etc., to Trustee and Company.
Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,
(1) the Trustee for a series of Securities by any Holder or by
the Company shall be sufficient for every purpose hereunder if made,
given, furnished or filed in writing to or with such Trustee at its
Corporate Trust Office, Attention: Corporate Trustee Administration
Department, or if sent by facsimile transmission, to a facsimile
number provided by the Trustee, with a copy mailed, first class
postage prepaid to the Trustee addressed to it as provided above, or
4
(2) the Company by such Trustee or by any Holder shall be
sufficient for every purpose hereunder (except as provided in
paragraphs (3), (4) and (5) of Section 501) if in writing and
mailed, first class postage prepaid, addressed in the case of the
Company to it at the address of its executive office at One Verizon
Way, Basking Ridge, New Jersey 07920 or at any other address
previously furnished in writing to such Trustee by the Company, or
if sent by facsimile transmission, to a facsimile number provided to
the Trustee by the Company, with a copy mailed, first class postage
prepaid, to the Company addressed to it as provided above.
Section 109 of the Original Indenture is hereby amended in its entirety to
read as follows:
SECTION 109. Successors and Assigns.
All covenants and agreements in this Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.
Section 110 of the Original Indenture is hereby amended in its entirety to
read as follows:
SECTION 110. Separability Clause.
In the case any provision in this Indenture or in the
Securities or coupons shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
Section 202 of the Original Indenture is hereby amended in its entirety to
read as follows:
SECTION 202. Support Agreement.
[Intentionally Omitted]
Section 205 of the Original Indenture is hereby amended to delete all
references to ", OR VERIZON COMMUNICATIONS INC.,".
Clause (23) of the second paragraph of Section 301 of the Original
Indenture is hereby amended in its entirety to read as follows:
(23) the extent and manner, if any, to which payment on or in
respect of Securities of that series will be subordinated to the
prior payment of other liabilities and obligations of the Company;
Clause (24) of the second paragraph of Section 301 of the Original
Indenture is hereby amended in its entirety to read as follows:
(24) [Intentionally Omitted];
5
Clause (3) of the fourth paragraph of Section 301 of the Original
Indenture is hereby amended in its entirety to read as follows:
(3) An Opinion of Counsel stating that Securities in such
forms, together with any coupons appertaining thereto, when (i)
completed by appropriate insertions and executed and delivered by
the Company to such Trustee for authentication in accordance with
this Indenture, (ii) authenticated and delivered by such Trustee in
accordance with this Indenture within the authorization as to
aggregate principal amount established from time to time by the
Board of Directors of the Company, and (iii) sold in the manner
specified in such Opinion of Counsel, will be the legal, valid and
binding obligations of the Company, subject to the effects of
applicable bankruptcy, reorganization, fraudulent conveyance,
moratorium, insolvency and other similar laws generally affecting
creditors' rights, to general equitable principles, to an implied
covenant of good faith and fair dealing and to such other
qualifications as such counsel shall conclude do not materially
affect the rights of Holders of such Securities.
The first paragraph of Section 303 of the Original Indenture is hereby
amended to read as follows:
The Securities and any related coupons shall be executed on
behalf of the Company by its Chairman of the Board, a Vice Chairman
of the Board, its President, its Chief Financial Officer or one of
its Vice Presidents. The signature of any of these officers on the
Securities may be manual or facsimile.
Section 304 of the Original Indenture is hereby amended to delete
references to ", and having endorsed thereon the text of the Support Agreement,"
and "having endorsed thereon the text of the Support Agreement,".
Section 305 of the Original Indenture is hereby amended to delete all
references to "having endorsed thereon the text of the Support Agreement".
Section 307 of the Original Indenture is hereby amended to replace the
reference to "Verizon Global Funding Corp." with "Verizon Communications Inc.".
Section 308 of the Original Indenture is hereby amended to replace the
reference to "Verizon Global Funding Corp." with "Verizon Communications Inc.".
The first paragraph of Section 309 of the Original Indenture is hereby
amended to delete the reference to ", having endorsed thereon the text of the
Support Agreement,".
Section 604 of the Original Indenture is hereby amended to delete
references to ", and the Support Agreement," and "or the Support Agreement".
The first sentence of Section 607 of the Original Indenture is hereby
amended to replace the reference to "jointly and severally agree" with "agrees".
6
Clause (1) of Section 801 of the Original Indenture is hereby amended to
delete the phrase "and, in the case of Parent the due and punctual performance
of the Support Agreement and the performance of every covenant of this Indenture
on the part of Parent to be performed and observed".
Section 802 of the Original Indenture is hereby amended to delete
reference to ", the Support Agreement".
The first sentence of Section 901 of the Original Indenture is hereby
amended to delete the phrase "the Parent".
Clauses (1) and (12) of Section 901 of the Original Indenture are hereby
amended to delete all references to "or the Support Agreement".
Clause (6) of Section 901 of the Original Indenture is hereby amended to
replace the reference to "First Union National Bank" with "Wachovia Bank,
National Association,".
The first sentence of Section 902 of the Original Indenture is hereby
amended to delete the word "Parent".
Clause (4) of Section 902 of the Original Indenture is hereby amended in
its entirety to read as follows:
(4) [Intentionally Omitted].
Clause (6) of Section 902 of the Original Indenture, as amended by the
First Supplemental Indenture with respect to the Convertible Notes, is hereby
amended in its entirety to read as follows:
(6) [Intentionally Omitted]; or
Section 906 of the Original Indenture is hereby amended to delete the
phrase ", with the text of the Support Agreement endorsed thereon".
Section 1004 of the Original Indenture is hereby amended to delete the
phrase ", including without limitation Parent,"
Section 1107 of the Original Indenture is hereby amended to delete the
phrase ", with the text of the Support Agreement endorsed thereon".
Exhibit A of the Original Indenture is hereby amended in its entirety to
read as follows:
[Intentionally Omitted]
The heading and first paragraph of each of Exhibit B, C and D of the
Original Indenture are hereby amended in their entirety to read as follows:
7
VERIZON COMMUNICATIONS INC.
[INSERT TITLE OR DESCRIPTION OF SECURITIES]
Reference is hereby made to the Indenture, dated as of
December 1, 2000, as amended and supplemented (the "Indenture")
between Verizon Communications Inc. (the "Company"), as successor in
interest to Verizon Global Funding Corp., and Wachovia Bank,
National Association, formerly known as First Union National Bank,
as Trustee.
The second paragraph of each of Exhibit B, C and D of the Original
Indenture are hereby amended to delete the phrase "[and Parent]".
Each of Exhibit A of the First Supplemental Indenture and the Securities
representing the Convertible Notes issued by the Predecessor Company is hereby
amended to:
(a) delete the eighth paragraph on the face of the security in its
entirety;
(b) replace all references to "VERIZON GLOBAL FUNDING CORP." with "VERIZON
COMMUNICATIONS INC";
(c) delete clause (6) of Section 11 on the reverse of the security and
replace it with the following:
(6) [Intentionally Omitted]; or
(d) delete each of the Support Agreement and the Share Contribution
Agreement endorsed on such Securities in its entirety.
Each of the Securities representing the 6.125% Notes due 2007, 4% Notes
due 2008, 6.875% Notes due 2012, 7.375% Notes due 2012, 4.375% Notes due 2013 or
7.750% Notes due 2032 issued by the Predecessor Company is hereby amended to:
(a) replace all references to "Verizon Global Funding Corp." or "VERIZON
GLOBAL FUNDING CORP." with "Verizon Communications Inc." or "VERIZON
COMMUNICATIONS INC.", respectively;
(b) delete the fifth paragraph on the face of such Securities in its
entirety;
(c) delete the first sentence on the reverse of such Securities and
replace it with the following:
This Note is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Securities"), all
issued or to be issued in one or more series under and pursuant to
an Indenture dated as of December 1, 2000 (the "Indenture"), duly
executed and delivered by the Company, as successor in interest to
Verizon Global Funding Corp., and Wachovia Bank, National
Association, formerly known as First Union National Bank
(hereinafter referred to as the "Trustee"), as amended and
supplemented, to which Indenture reference
8
is hereby made for a description of the rights, limitation of
rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Securities.
(d) delete references to ", Verizon Communications" and ", or modify any
provision of the Support Agreement in any way that adversely affects the rights
of holders of Securities," in the fourth paragraph on the reverse of such
Securities;
(e) delete the eighteenth paragraph on the reverse of such Securities in
its entirety; and
(f) delete the Support Agreement endorsed on such Securities in its
entirety.
Each of the Securities representing the 4.90% Notes due 2015 or 5.85%
Notes due 2035 issued by the Predecessor Company is hereby amended to:
(a) replace all references to "Verizon Global Funding Corp." or "VERIZON
GLOBAL FUNDING CORP." with "Verizon Communications Inc." or "VERIZON
COMMUNICATIONS INC.", respectively;
(b) delete the fifth paragraph on the face of such Securities in its
entirety;
(c) delete the first sentence on the reverse of such Securities and
replace it with the following:
This Debt Security is one of a duly authorized series of Securities
of the Company (herein sometimes referred to as the "Securities"),
all issued or to be issued in one or more series under and pursuant
to an Indenture dated as of December 1, 2000, duly executed and
delivered by the Company, as successor in interest to Verizon Global
Funding Corp., and Wachovia Bank, National Association, formerly
known as First Union National Bank (hereinafter referred to as the
"Trustee"), as amended and supplemented (the "Indenture"), to which
Indenture reference is hereby made for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder
of the Trustee, the Company and the holders of the Securities.
(d) delete references to ", Verizon Communications" and ", or modify any
provision of the Support Agreement in any way that adversely affects the rights
of holders of Securities," in the fourth paragraph on the reverse of such
Securities;
(e) delete the eighteenth paragraph on the reverse of such Securities in
its entirety; and
(f) delete the Support Agreement endorsed on such Securities in its
entirety.
Each of the Securities representing the 7 1/4% Notes due 2010 or 7 3/4%
Notes due 2030 issued by issued by the Predecessor Company is hereby amended to:
9
(a) replace all references to "Verizon Global Funding Corp." or "VERIZON
GLOBAL FUNDING CORP." with "Verizon Communications Inc." or "VERIZON
COMMUNICATIONS INC.", respectively;
(b) delete reference to ", or Verizon Communications Inc." in the second
paragraph on the face of such Securities;
(c) delete the ninth paragraph on the face of such Securities in its
entirety;
(d) delete the second sentence of the first paragraph on the reverse of
such Securities and replace it with the following:
The Notes are one of an indefinite number of series of debt
securities of the Company (the "Securities"), issued or issuable
under and pursuant to an indenture (the "Indenture") dated as of
December 1, 2000, between the Company, as successor in interest to
Verizon Global Funding Corp., and Wachovia Bank, National
Association, formerly known as First Union National Bank (herein
called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the
Holders of the Notes and the terms upon which the Notes are to be
authenticated and delivered.
(e) delete the sixth sentence of the first paragraph on the reverse of
such Securities and replace it with the following:
Holders of the Notes are entitled to the benefits of the Exchange
and Registration Rights Agreement, dated as of December 12, 2000
(the "Registration Rights Agreement"), among the Verizon Global
Funding Corp., the Company and the initial purchasers named therein.
(f) delete the eleventh paragraph on the reverse of such Securities and
replace it with the following:
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee with the consent of the Holders of more than a
majority in aggregate principal amount of the Outstanding Securities of
each series issued under the Indenture to be affected thereby, to execute
supplemental indentures for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the
Indenture or of modifying in any manner the rights of the Holders of such
Securities and any related coupons under the Indenture; provided, however,
that no such supplemental indenture shall, among other things, (i) change
the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount thereof or
the rate of interest thereon, if any, or any premium payable upon
redemption thereof; subject to certain exceptions, change any obligation
of the Company to pay additional amounts pursuant to Section 1006 of the
Indenture; change the Place of Payment on any Security or the currency or
currency unit in which any Security or the
10
principal or interest thereon is payable; impair the right to institute
suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or in the case of redemption on or after the Redemption
Date); impair any right of Holders of any Security to repay or purchase
Securities at their option; reduce or alter the method of computation of
any amount payable upon redemption, repayment or purchase of any
Securities by the Company (or the time when such redemption, repayment or
purchase may be made), (ii) reduce the percentage in principal amount of
the Outstanding Securities of any particular series, the Holders of which
are required to consent to any supplemental indenture, or any waiver, or
(iii) modify any of the provisions of Sections 513, 902 or 1006 of the
Indenture, except to increase any such percentage or to provide that
certain other provisions of the Indenture cannot be modified or waived
without the consent of the Holder of each Security affected thereby;
provided, however, that this clause shall not be deemed to require the
consent of any Holder of a Security or coupon with respect to changes in
the references to "the Trustee" and concomitant changes in Sections 902
and 1006 of the Indenture, or the deletion of this proviso, in accordance
with the requirements of Sections 609, 61l(b), 901(6) and 901(7) of the
Indenture.
(g) delete reference in the fifteenth paragraph on the reverse of such
Securities to "having endorsed thereon the text of the Support Agreement";
(h) delete the eighteenth paragraph on the reverse of such Securities in
its entirety;
(i) delete reference in the nineteenth paragraph on the reverse of such
Securities to "and Parent's" and "or Parent";
(j) delete the twenty-first paragraph on the reverse of such Securities
and replace it with the following:
No recourse shall be had for the payment of the principal of (and
premium, if any), or the interest, if any, on this Note, or for any claim
based thereon, or upon any obligation, covenant or agreement of the
Company or Verizon Global Funding Corp. in the Indenture or the Support
Agreement dated October 31, 2000 between the Company and Verizon Global
Funding Corp., against any incorporator, stockholder, officer or director,
as such, past, present of future, of the Company, Verizon Global Funding
Corp. or of any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any
assessment of penalty or otherwise; and all such personal liability is
expressly released and waived as a condition of, and as part of the
consideration for, the issuance of this Note.
(k) delete the Support Agreement endorsed on such Securities in its
entirety.
Section 3.03 of the First Supplemental Indenture is hereby amended to read as
follows:
SECTION 3.03. Successors and Assigns.
All covenants and agreements in this Supplemental Indenture by the
Company shall bind its successors and assigns, whether so expressed or
not.
11
ARTICLE THREE
MISCELLANEOUS
SECTION 3.01. Execution of Third Supplemental Indenture.
This Third Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Indenture and, as provided in the Indenture, this
Supplemental Indenture forms a part thereof. The Indenture, as supplemented and
amended by this Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.
SECTION 3.02. Conflict with Trust Indenture Act.
If and to the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, as amended, such imposed duties shall control.
SECTION 3.03. Successors and Assigns.
All covenants and agreements in this Supplemental Indenture by the
Successor Company shall bind its successors and assigns, whether so expressed or
not.
SECTION 3.04. Separability Clause.
In case any one or more of the provisions contained in this Third
Supplemental Indenture, the Indenture or in the Securities of any series shall
for any reason be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other
provisions of this Third Supplemental Indenture, the Indenture or of such
Securities, but this Third Supplemental Indenture, the Indenture and such
Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
SECTION 3.05. Benefits of Third Supplemental Indenture.
Nothing in this Third 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 Third Supplemental Indenture.
SECTION 3.06. Governing Law.
This Third 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.
12
SECTION 3.07. Execution and Counterparts.
This Third Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.
SECTION 3.08. Notices.
Any request, demand, authorization, notice, waiver, consent or
communication shall be in writing and delivered in person or mailed by
first-class mail, postage prepaid, addressed as follows:
if to the Successor Company:
Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey 07920
Attention: Senior Vice President and Treasurer
if to the Trustee:
Wachovia Bank, National Association
123 South Broad Street
Philadelphia, Pennsylvania 19109
Attention: Corporate Trust Services
The Successor Company or the Trustee by notice given to the other in the
manner provided above may designate additional or different addresses for
subsequent notices or communications.
Any notice or communication given to a Holder shall be mailed to the
Holder, by first-class mail, postage prepaid, at the Holder's address as it
appears on the registration books of the Security Registrar and shall be
sufficiently given if so mailed within the time prescribed.
Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not received by the addressee.
If the Successor Company mails a notice or communication to the Holders,
it shall mail a copy to the Trustee and each Security Registrar, Paying Agent,
Conversion Agent or co-registrar.
13
IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed
this Third Supplemental Indenture on behalf of the respective parties hereto as
of the date first above written.
VERIZON COMMUNICATIONS INC.
By: /s/ Catherine T. Webster
______________________________
Name: Catherine T. Webster
Title: Senior Vice President
and Treasurer
Attest:
/s/ Janet M. Garrity
______________________________
Name: Janet M. Garrity
Title: Assistant Treasurer
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ C. Hromych
______________________________
Name: C. Hromych
Title: Vice President
Attest:
/s/ Bertha McClean
______________________________
Name: Bertha McClean
Title: Assistant Vice President
(SEAL)
14