Exhibit 1.1 173,913,000 SHARES GENUITY INC. Class A Common Stock (par value $0.01 per share) UNDERWRITING AGREEMENT Morgan Stanley & Co. Incorporated Salomon Smith Barney Inc. Bear, Stearns & Co. Inc. Chase Securities Inc. Credit Suisse First Boston...Underwriting Agreement • June 8th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledJune 8th, 2000 Company Industry Jurisdiction
ARTICLE I SUMMARY OF BASIC LEASE PROVISIONSLease • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Massachusetts
Contract Type FiledMay 24th, 2000 Company Industry Jurisdiction
Exhibit 10.1 U.S. $2,000,000,000 FIVE-YEAR CREDIT AGREEMENT Dated as of September 5, 2000Credit Agreement • September 7th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledSeptember 7th, 2000 Company Industry Jurisdiction
Exhibit 10.2 Third Amendment to the Credit Agreement Dated as of September 28, 2001 (this "Third Amendment") Reference is hereby made to that certain Credit Agreement dated as of March 5, 2001, as amended by the First Amendment thereto dated as of May...Credit Agreement • October 12th, 2001 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledOctober 12th, 2001 Company Industry Jurisdiction
SUBLEASESublease Agreement • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledMay 24th, 2000 Company Industry
CONFIDENTIAL AOLTW PROMOTIONAL AGREEMENTConfidential Treatment • April 1st, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledApril 1st, 2002 Company Industry Jurisdiction
Exhibit 10.34 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement, dated as of June ___, 2000, is entered into by and between GENUITY INC., a corporation organized and existing under the laws of the state of Delaware (the "COMPANY"), and...Registration Rights Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledJune 21st, 2000 Company Industry Jurisdiction
EXHIBIT 10.22 SECOND AMENDMENT TO MASTER SERVICES AGREEMENT BETWEEN GTE NETWORK SERVICES And GTE GLOBAL NETWORKS INCORPORATEDMaster Services Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledJune 21st, 2000 Company Industry
Dated as of October 11, 2002Standstill Agreement • November 14th, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledNovember 14th, 2002 Company Industry Jurisdiction
CONFIDENTIALMarketing Agreement • February 12th, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledFebruary 12th, 2002 Company Industry Jurisdiction
Exhibit 10.1 First Amendment to the Credit Agreement Dated as of May 22, 2001 (this "First Amendment") Reference is hereby made to that certain Credit Agreement dated as of March 5, 2001 (the "Credit Agreement"), by and between Verizon Investments...Credit Agreement • August 14th, 2001 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledAugust 14th, 2001 Company Industry Jurisdiction
AGREEMENTS:Assignment and Assumption of Lease • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledMay 24th, 2000 Company Industry
EXHIBIT 10.1 Credit Agreement Dated as of March 5, 2001 (this "Agreement") Lender: Verizon Investments Inc., a Delaware corporation ("Lender"). Borrower: Genuity Inc., a Delaware corporation ("Borrower"). Facility: $500,000,000 line of credit (the...Credit Agreement • March 9th, 2001 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledMarch 9th, 2001 Company Industry
VERIZON COMMUNICATIONS INC. 1095 Avenue of the Americas October 26, 2002 New York, New York 10036 Genuity Inc. 225 Presidential Way Woburn, MA 01801 JP Morgan Chase Bank, as Agent, and each of the Lenders, as defined herein FOURTH STANDSTILL AGREEMENT...Genuity Inc • November 14th, 2002 • Services-computer programming, data processing, etc.
Company FiledNovember 14th, 2002 IndustryReference 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, JP Morgan Chase Bank, as agent (the "Agent"), the lenders party thereto (the "Lenders") and the other parties party thereto; and (iii) Standstill Agreement No. 5, dated as of October 26, 2002 (as 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.
CONFIDENTIAL TREATMENT REQUESTED EXHIBIT 10.41 FIRST AMENDMENT TO NETWORK SERVICES AGREEMENT THIS FIRST AMENDMENT to the Network Services Agreement (the "AMENDMENT"), effective as of January 8, 2002 (the "AMENDMENT EFFECTIVE DATE") is made by and...Network Services Agreement • April 1st, 2002 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledApril 1st, 2002 Company Industry
EXHIBIT 10.1 GENUITY SOLUTIONS INC. EMPLOYEE RETENTION AGREEMENT This Employee Retention Agreement (the "Agreement") by and between Genuity Solutions Inc. ("Genuity" or the "Company") and ((Full_Name)) (the "Employee") is made as of July 1, 2002 (the...Employee Retention Agreement • November 14th, 2002 • Genuity Inc • Services-computer programming, data processing, etc. • Massachusetts
Contract Type FiledNovember 14th, 2002 Company Industry Jurisdiction
IRU AGREEMENT DATED AS OF MAY 2, 1997 BY AND BETWEEN QWEST COMMUNICATIONS CORPORATION ("QWEST") AND GTE INTELLIGENT NETWORK SERVICES INCORPORATED ("GTE")Iru Agreement • May 24th, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Colorado
Contract Type FiledMay 24th, 2000 Company Industry Jurisdiction
Among GENUITY INC. as Borrower, -----------Credit Agreement • October 1st, 2001 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledOctober 1st, 2001 Company Industry Jurisdiction
Exhibit 10.1 Second Amendment to the Credit Agreement Dated as of August 8, 2001 (this "Second Amendment") Reference is hereby made to that certain Credit Agreement dated as of March 5, 2001, as amended by the First Amendment thereto dated as of May...Credit Agreement • October 12th, 2001 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledOctober 12th, 2001 Company Industry
Section 1. Delivery of Source Code and Grant of Rights and Licenses Granted to --------- -------------------------------------------------------------------- GENUITY. ------- (a) Creation of Escrow. GTE shall deliver to GENUITY as set forth in...Software Escrow Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledJune 21st, 2000 Company Industry
VERIZON COMMUNICATIONS INC. 1095 Avenue of the Americas November 12, 2002 New York, New York 10036 Genuity Inc. 225 Presidential Way Woburn, MA 01801 JP Morgan Chase Bank, as Agent, and each of the Lenders, as defined herein FIFTH STANDSTILL AGREEMENT...Genuity Inc • November 14th, 2002 • Services-computer programming, data processing, etc.
Company FiledNovember 14th, 2002 IndustryReference 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, JP Morgan Chase Bank, as agent (the "Agent"), the lenders party thereto (the "Lenders") and the other parties party thereto; and (iii) Standstill Agreement No. 6, dated as of November 12, 2002 (as in effect on the date hereof, "Standstill Agreement No. 6"), between Genuity and the Lenders party thereto. Capitalized terms not otherwise defined herein shall have the meanings specified therefor in the Credit Agreement.
Exhibit 10.35 AMENDMENT TO BRAND, TECHNOLOGY AND CO-MARKETING AGREEMENTMarketing Agreement • March 30th, 2001 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledMarch 30th, 2001 Company Industry
EXHIBIT 10.12 SOFTWARE LICENSE AGREEMENT THIS SOFTWARE LICENSE AND MAINTENANCE AND SUPPORT AGREEMENT ("Agreement") is made between GTE Service Corporation, a New York corporation, with offices for this Agreement at 1255 Corporate Drive, Irving, Texas...Software License Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledJune 21st, 2000 Company Industry Jurisdiction
PERSONAL & CONFIDENTIAL ----------------------- June 5, 2000 Daniel P. O'Brien 7 Morganti Court Ridgefield, CT 06877 Dear Dan: I am pleased to offer you this employment agreement (the "Agreement") with Genuity Solutions, Inc. ("Genuity"), a subsidiary...Genuity Inc • June 23rd, 2000 • Services-computer programming, data processing, etc. • Massachusetts
Company FiledJune 23rd, 2000 Industry Jurisdiction
EXHIBIT 10.9 AGREEMENT FOR TRANSITION SERVICES This Agreement for Transition Services is made between GTE Service Corporation, a New York corporation, with offices at 1255 Corporate Drive, Irving, Texas 75038 and its affiliates (individually and...Agreement for Transition Services • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledJune 21st, 2000 Company Industry Jurisdiction
EXHIBIT 10.13 SOFTWARE DEVELOPMENT AND TECHNICAL SERVICES AGREEMENT THIS SOFTWARE DEVELOPMENT AND TECHNICAL SERVICES AGREEMENT ("Agreement") is made between GTE Service Corporation, a New York corporation, with offices for this Agreement at 1255...Software Development and Technical Services Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledJune 21st, 2000 Company Industry Jurisdiction
EXHIBIT 10.14 INTELLECTUAL PROPERTY OWNERSHIP AND CROSS LICENSE AGREEMENT THIS INTELLECTUAL PROPERTY OWNERSHIP AND CROSS LICENSE AGREEMENT ("Agreement") effective as of the closing date of the initial public offering of Genuity, Inc. common stock (the...Intellectual Property Ownership and Cross License Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledJune 21st, 2000 Company Industry Jurisdiction
November 3, 2000Genuity Inc • March 30th, 2001 • Services-computer programming, data processing, etc.
Company FiledMarch 30th, 2001 Industry
EXHIBIT 10.10 AGREEMENT FOR IT TRANSITION SERVICES This Agreement for IT Transition Services is made between GTE Service Corporation, a New York corporation, with offices at 1255 Corporate Drive, Irving, Texas 75038 and its affiliates (individually...Transition Services • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledJune 21st, 2000 Company Industry Jurisdiction
ARTICLE II REPRESENTATIONS AND WARRANTIESSubscription and Recapitalization Agreement • June 23rd, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • New York
Contract Type FiledJune 23rd, 2000 Company Industry Jurisdiction
FORMaster Services Agreement • June 21st, 2000 • Genuity Inc • Services-computer programming, data processing, etc. • Texas
Contract Type FiledJune 21st, 2000 Company Industry Jurisdiction
Exhibit 10.1 AMENDMENT NO. 1 TO THE PURCHASE, RESALE AND MARKETING AGEEMENT THIS AMENDMENT NO. 1 ("AMENDMENT") TO THE PURCHASE, RESALE AND MARKETING AGREEMENT ("AGREEMENT") is made on this 30th day of April, 2002 ("Effective Date") by and between...Resale and Marketing Agreement • August 14th, 2002 • Genuity Inc • Services-computer programming, data processing, etc.
Contract Type FiledAugust 14th, 2002 Company Industry
Exhibit 10.43 June 5, 2001 James Freeze 38 Rutland Square #4 Boston, MA 02148 Dear Jim: I am pleased to offer you (the "Employee") this Employment Agreement (the "Agreement") with Genuity Solutions Inc. ("the Company" or "Genuity"), located at 225...Genuity Inc • April 1st, 2002 • Services-computer programming, data processing, etc. • Massachusetts
Company FiledApril 1st, 2002 Industry Jurisdiction
Guaranty Fee: Guaranty Fee shall be ____% per annum, calculated monthly, charged on the month-end outstanding balance of the Guaranty, as evidenced by the amortization schedule attached thereto or included therein, and will be payable semi-annually on...Genuity Inc • May 24th, 2000 • Services-computer programming, data processing, etc.
Company FiledMay 24th, 2000 IndustryIn consideration of the agreement by GTE Corporation ("GTE") to issue or continue to maintain the guaranty described above which is attached as Exhibit A hereto (the "Guaranty") following the transfer of GTE's controlling interest in Genuity Inc. ("Genuity") as contemplated by GTE and Bell Atlantic Corporation's Supplemental Filing with the FCC on January 27, 2000 (the "Separation"), Genuity agrees to pay GTE a fee pursuant to the following terms and conditions:
Exhibit 10.28 Personal & Confidential ----------------------- June 5, 2000 Ira H. Parker 224 Lowell Rd. Wellesley, MA 02181 Dear Ira: I am pleased to offer you this employment agreement (the "Agreement") with Genuity Solutions, Inc. ("Genuity"), a...Genuity Inc • June 21st, 2000 • Services-computer programming, data processing, etc. • Massachusetts
Company FiledJune 21st, 2000 Industry Jurisdiction