Exhibit 4.3
FORM OF FIXED RATE DEBT SECURITY
(FORM OF FACE OF FIXED RATE DEBT SECURITY)
[IF THE DEPOSITORY TRUST COMPANY IS THE DEPOSITORY, INSERT THE FOLLOWING:
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK, NEW YORK, TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[IF DEBT SECURITY IS A GLOBAL DEBT SECURITY, INSERT THE FOLLOWING:
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF.]
No. ___ $__________
Verizon Communications Inc.
___% Notes due ____
Verizon Communications Inc., a corporation duly organized and existing under the
laws of the State of Delaware (herein referred to as the "Company"), for value
received, hereby promises to pay to ___________ or registered assigns, the
principal sum of _____________________ Dollars [*SUBSTITUTE FOREIGN CURRENCY
HERE IF DENOMINATED IN OTHER THAN U.S. DOLLARS*] on ________________ and to pay
interest on said principal sum from _______________, or from the most recent
interest payment date to which interest has been paid or duly provided for,
semi-annually on _______ and _____________ in each year, commencing ___________,
at the rate of ____% per annum until the principal hereof shall have become due
and payable, and on any overdue principal and (to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The interest installment so payable, and
punctually paid or duly provided for, on any interest payment date will, as
provided in the Indenture hereinafter referred to, be paid to the person in
whose name this Debt Security (or one or more Predecessor Securities, as defined
in said Indenture) is registered at the close of business on the regular record
date for such interest installment, which shall be the _____ or __________, as
the case may be (whether or not a business day), next preceding such interest
payment date. Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the registered holder on
such regular record date, and may be paid to the person in whose name this Debt
Security (or one or more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of
such defaulted interest, notice whereof shall be given to the registered holders
of this series of Debt Securities not less than 10 days prior to such special
record date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Debt
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture hereinafter referred to.
The principal of and the interest on this Debt Security shall be payable at the
office or agency of the Company maintained for that purpose in the City of New
York, State of New York in any coin or currency of the United States of America
which at the time of payment is legal tender for payment of public and private
debts; provided, however, that payment of interest may be made at the option of
the Company by check mailed to the registered holder at such address as shall
appear in the Security Register. This Debt Security shall not be entitled to any
benefit under the Indenture hereinafter referred to, or be valid or become
obligatory for any purpose, until the Certificate of Authentication hereon shall
have been signed by or on behalf of the Trustee.
The provisions of this Debt Security are continued on the reverse side hereof
and such continued provisions shall for all purposes have the same effect as
though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed.
Dated: VERIZON COMMUNICATIONS INC.
By_________________________
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to in
the within-mentioned Indenture.
Wachovia Bank, National Association
as Trustee, Authenticating Agent and
Security Registrar
By________________________________________
Authorized Signatory
Dated:
(FORM OF REVERSE OF DEBT SECURITY)
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. By the terms of the Indenture, the
Securities are issuable in series which may vary as to amount, date of maturity,
rate of interest and in other respects as in the Indenture provided. This Debt
Security is one of the series designated on the face hereof (herein called the
"Debt Securities") unlimited in aggregate principal amount.
[INSERT IF GLOBAL DEBT SECURITY - Beneficial interests in this Global Debt
Security may be held in denominations of $5,000 and integral multiples of $1,000
in excess of $5,000. This Global Debt Security shall be exchangeable for Debt
Securities in definitive form registered in the names of persons other than the
Depository or its nominee only if (i) the Depository notifies the Company that
it is unwilling or unable to continue as the Depository or if at any time such
Depository is no longer registered or in good standing under the Securities
Exchange Act of 1934 or other applicable statute and a successor depository is
not appointed by the Company within 90 days or (ii) the Company executes and
delivers to the Trustee an Officers' Certificate that the Global Debt Security
shall be so exchangeable. To the extent that the Global Debt Security is
exchangeable pursuant to the preceding sentence, it shall be exchangeable for
Debt Securities registered in such names as the Depository shall direct. Debt
Securities represented by this Global Debt Security that may be exchanged for
Debt Securities in definitive form under the circumstances described in this
paragraph will be exchangeable only for Debt Securities in definitive form
issued in denominations of $5,000 and integral multiples of $1,000 in excess of
$5,000. Notwithstanding any other provision herein, this Global Debt Security
may not be transferred except as a whole by the Depository to a nominee of such
Depository or by a nominee of such Depository to such Depository or another
nominee of such Depository.]
In case an Event of Default, as defined in the Indenture, with respect to the
Debt Securities shall have occurred and be continuing, the principal of all of
the Debt Securities may be declared, and upon such declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.
The Indenture contains provisions permitting the Company and the Trustee, with
the consent of the holders of not less than a majority in aggregate principal
amount of the Securities of each series affected at the time outstanding, as
defined in the Indenture, 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 any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities; provided, however, that
no such supplemental indenture shall, among other things, (i) extend the fixed
maturity of any Securities of any series, or reduce the principal amount
thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, without the consent
of the holder of each Security so affected or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each Security
then outstanding and affected thereby. The Indenture also contains provisions
permitting the holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding, on behalf of the holders of
Securities of such series, to waive any past default in the performance of any
of the covenants contained in the Indenture, or established pursuant to the
Indenture with respect to such series, and its consequences, except a default in
the payment of the principal of, or premium, if any, or interest on any of the
Securities of such series. Any such consent or waiver by the registered holder
of this Debt Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of this Debt Security and of any Debt Security issued in exchange herefor or in
place hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this Debt
Security.
No reference herein to the Indenture and no provision of this Debt Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Debt
Security at the times and place and at the rate and in the money herein
prescribed.
The Debt Securities are issuable as registered Debt Securities without coupons.
[*IF THE ISSUE IS DENOMINATED IN U.S. DOLLARS, INSERT THE FOLLOWING: The Debt
Securities shall be in denominations of $5,000 and integral multiples of $1,000
in excess of $5,000.*] Debt Securities may be exchanged, upon presentation
thereof for that purpose, at the office or agency of the Company in the City of
New York, State of New York, for other Debt Securities of authorized
denominations, and for a like aggregate principal amount and series, and upon
payment of a sum sufficient to cover any tax or other governmental charge in
relation thereto.
[The Debt Securities will not be redeemable prior to maturity.]
OR
[The Debt Securities may not be redeemed prior to _________. The Debt Securities
may be redeemed on not less than 30 nor more than 60 days' prior notice given as
provided in the Indenture, as a whole or from time to time in part, at the
option of the Company, on any date or dates on or after _________, and prior
to maturity, at the applicable percentage of the principal amount thereof to
be redeemed as set forth below under the heading "Redemption Price" during
the respective twelve month periods beginning ____ of the years shown below:
Year Redemption Price
- ---- ----------------
%
together, in each case, with accrued interest to the date fixed for redemption
(but if the date fixed for redemption is an interest payment date, the interest
installment payable on such date shall be payable to the registered holder at
the close of business on the applicable record date).
In the event of redemption of this Debt Security in part only, a new Debt
Security of like tenor for the unredeemed portion hereof and otherwise having
the same terms as this Debt Security shall be issued in the name of the holder
hereof upon the presentation and surrender hereof.]
OR
[The Debt Securities may be redeemed on not less than 30 nor more than 60 days'
prior 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 or (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus __
basis points, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to such redemption date.
"Treasury Rate" means, with respect to any redemption date, (i) the yield, under
the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release published by the
Board of Governors of the Federal Reserve System designated as "Statistical
Release H.15(519)" or any successor publication which is published weekly by the
Board of Governors of the Federal Reserve System and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," for the maturity corresponding
to the Comparable Treasury Issue (if no maturity is within three months before
or after the Remaining Life, yields for the two published maturities most
closely corresponding to the Comparable Treasury Issue shall be determined and
the Treasury Rate shall be interpolated or extrapolated from such yield 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 Debt Securities 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 Debt Securities.
"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 any independent investment banking or
commercial banking institution of national standing appointed by the Company and
any of its successors, 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 Treasury Dealer and (ii) any other Primary Treasury Dealer selected by
the Independent Investment Banker and approved in writing by the Company.
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"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, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Independent Investment Banker at 3:30 p.m., New York
City time, on the third Business Day preceding such redemption date. In the
event of redemption of this Debt Security in part only, a new Debt Security of
like tenor for the unredeemed portion hereof and otherwise having the same terms
as this Debt Security shall be issued in the name of the holder hereof upon the
presentation and surrender hereof.]
As provided in the Indenture and subject to certain limitations therein set
forth, this Debt Security is transferable by the registered holder hereof on the
Security Register of the Company, upon surrender of this Debt Security for
registration of transfer at the office or agency of the Company in the City of
New York, State of New York accompanied by a written instrument or instruments
of transfer in form satisfactory to the Company or the Security Registrar duly
executed by the registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debt Securities of authorized
denominations and for the same aggregate principal amount and series will be
issued to the designated transferee or transferees. No service charge will be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.
Prior to due presentment for registration of transfer of this Debt Security, the
Company, the Trustee, any paying agent and any Security Registrar for the
securities may deem and treat the registered holder hereof as the absolute owner
hereof (whether or not this Debt Security shall be overdue and notwithstanding
any notice of ownership or writing hereon made by anyone other than the Security
Registrar for the securities) for the purpose of receiving payment of or on
account of the principal hereof and (subject to Section 310 of the Indenture)
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any paying agent nor any Security Registrar for the securities shall
be affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of or the interest on
this Debt Security, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as such, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise, all such liability being, by the acceptance hereof and as
part of the consideration for the issuance hereof, expressly waived and
released.
[INSERT IF GLOBAL DEBT SECURITY -- The Depository by acceptance of this Global
Debt Security agrees that it will not sell, assign, transfer or otherwise convey
any beneficial interest in this Global Debt Security unless such beneficial
interest is in an amount equal to an authorized denomination for Debt Securities
of this series.]
Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the Indenture.
3