Exchange and Registration Rights Agreement (2016)Full Document 

Start of Preview

EXECUTION VERSION

VERIZON COMMUNICATIONS INC.

$5,000,000,000

$2,500,000,000 Floating Rate Notes due 2022

$2,500,000,000 Floating Rate Notes due 2025

EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

February 21, 2014

Vodafone Group Plc

Vodafone House

The Connection

Newbury

Berkshire, RG14 2FN

Ladies and Gentlemen:

Verizon Communications Inc., a Delaware corporation (the "Issuer"), proposes to issue to Vodafone 4 Limited (the "Seller"), $2,500,000,000 aggregate principal amount of its Floating Rate Notes due 2022 (the "Notes due 2022") and $2,500,000,000 aggregate principal amount of its Floating Rate Notes due 2025 (the "Notes due 2025" and, together with the Notes due 2022, the "Securities").

As contemplated by Exhibit D to the Stock Purchase Agreement, dated as of September 2, 2013, and amended as of December 5, 2013, among Vodafone Group Plc ("Vodafone"), the Seller and the Issuer (the "Stock Purchase Agreement"), the Issuer agrees with the Seller, as the holder of the Securities (the Seller, together with any of Vodafone or its affiliates who hereafter hold Securities, collectively, the "Holder"), and Vodafone, as the parent company of the Seller, as follows:

1. Registered Exchange Offers. The Issuer shall use its commercially reasonable efforts to prepare and file with the U.S. Securities and Exchange Commission (the "Commission") a registration statement or, at the election of the Issuer in its sole discretion, separate registration statements for (a) the Notes due 2022 and (b) the Notes due 2025 (each, an "Exchange Offer Registration Statement") on an appropriate form under the U.S. Securities Act of 1933, as amended (the "Securities Act"), with respect to a proposed offer to the Holder of the Notes due 2022, by no later than July 1, 2016, and with respect to a proposed offer to the Holder of Notes due 2025, by no later than July 1, 2018 (each, a "Registered Exchange Offer"), to issue and deliver to the Holder of the applicable series of the Securities, in exchange for its Securities, a like aggregate principal amount of debt securities of the Issuer that are identical in all material respects to the applicable series of Securities, except for provisions relating to additional interest and that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain restrictions on transfer pursuant to applicable securities laws (the "Exchange Securities"). The Issuer agrees to use its commercially reasonable efforts to cause the applicable Exchange Offer Registration Statement to become effective under the Securities Act and the Registered Exchange Offers to be consummated no later than (a) October 1, 2016, in the case of the Notes due 2022, and (b) October 1, 2018, in the case of the Notes due 2025. The Exchange Securities will be issued under the Indenture between the Issuer and U.S. Bank National Association (as successor to Wachovia Bank, National Association, formerly known as First Union National Bank), as trustee (the "Trustee"), dated as of December 1, 2000, as amended and supplemented (the "Indenture").

Upon the effectiveness of an Exchange Offer Registration Statement, the Issuer shall use its commercially reasonable efforts to commence the applicable Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable the Holder electing to participate in such Registered Exchange Offer to exchange Securities for the applicable Exchange Securities (assuming that the Holder (a) is not an affiliate of the

End of Preview