EXHIBIT 4.2
[FORM OF FACE OF SECURITY]
CELLCO PARTNERSHIP
VERIZON WIRELESS CAPITAL LLC
FLOATING RATE NOTE DUE 2003
PRINCIPAL AMOUNT
$________________ as revised by
the Schedule of Increases in
Global Security attached
hereto.
No. [.] CUSIP No.
[.]
ISIN No.
[.]
[Applicable Restricted Securities Legend]
[Depository Legend]
CELLCO PARTNERSHIP, a Delaware general partnership (the "Partnership"),
and VERIZON WIRELESS CAPITAL LLC, a Delaware limited liability company
("Capital" and, together with the Partnership, the "Issuers," which terms
include any successor, as the case may be, under the Indenture hereinafter
referred to), for value received, hereby jointly and severally promise to pay to
CEDE & CO., or registered assigns, the principal sum of ____________________
DOLLARS, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on December 17, 2003, and to pay interest thereon as
provided below.
Interest on this Note shall be paid quarterly in arrears on March 17,
June 17, September 17 and December 17, each an interest payment date, beginning
March 17, 2002. If any of the quarterly interest payment dates listed above
falls on a day that is not a Business Day (as defined in the Indenture), the
Issuers will postpone the interest payment date to the next succeeding Business
Day unless that Business Day is in the next succeeding calendar month, in which
case the interest payment date will be the immediately preceding Business Day.
Interest on this Note will be computed on the basis of a 360-day year for the
actual number of days elapsed.
All references in the Indenture and this Note to interest shall be
deemed to include a reference to additional interest if payable pursuant to the
Registration Rights Agreement (including, without limitation, references to
interest in clause (1) of Section 501 of the Indenture). If additional interest
is payable on this Note as contemplated under the Registration
2
Rights Agreement, it shall be payable on each interest payment date and at
maturity to the record holder entitled to interest on such date.
Interest on this Note will accrue from, and including, December 17,
2001, to, and excluding, the first interest payment date and then from, and
including, the immediately preceding interest payment date to which interest has
been paid or duly provided for to, but excluding, the next interest payment date
or the maturity date, as the case may be (each, an "interest period"). The
amount of accrued interest for any interest period shall be calculated by
multiplying the face amount of this Note by an accrued interest factor. This
accrued interest factor shall be computed by adding the interest factor
calculated for each day from December 17, 2001, or from the last date the
Issuers paid interest, to the date for which accrued interest is being
calculated. The interest factor for each day shall be computed by dividing the
interest rate applicable to that day by 360.
If the maturity date of this Note falls on a day that is not a Business
Day, the Issuers shall pay principal and interest on the next succeeding
Business Day, as if that payment was made on the date that the payment was due.
No interest will accrue for the period beginning on the maturity date to the
payment date on such next Business Day.
The interest payable on this Note on any interest payment date will,
except as otherwise provided in the Indenture, be paid to the person in whose
name this Note is registered at the close of business on the fifteenth calendar
day, whether or not a Business Day, immediately preceding the interest payment
date. However, interest payable on the maturity date will be payable to the
person to whom the principal will be payable.
The interest rate on this Note will be calculated by the Calculation
Agent and will be equal to LIBOR plus 0.4%, except that the interest rate in
effect for the period from December 17, 2001 to and including March 17, 2002
will be 2.27%. The Calculation Agent will reset the interest rate on each
interest payment date, each an "interest reset date". The second Business Day
(as defined in the Indenture) preceding an interest reset date will be the
"interest determination date" for that interest reset date. The interest rate in
effect on each day that is not an interest reset date will be the interest rate
determined as of the interest determination date pertaining to the immediately
preceding interest reset date. The interest rate in effect on any day that is an
interest reset date will be the interest rate determined as of the interest
determination date pertaining to that interest reset date, except that the
interest rate in effect for the period from and including December 17, 2001 to
the initial reset date will be the initial interest rate.
"LIBOR" will be determined by the Calculation Agent in accordance with
the following provisions:
(i) With respect to any interest determination date, LIBOR will be the
rate for deposits in United States dollars having a maturity of three
months commencing on the first day of the applicable interest period
that appears on Telerate Page 3750 as of 11:00 A.M., London time, on
that interest determination date. If no rate appears, then LIBOR, in
respect to that interest determination date, will be determined in
accordance with the provisions described in (ii) below.
3
(ii) With respect to an interest determination date on which
no rate appears on Telerate Page 3750, as specified in (i)
above, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in United States dollars for the period of three
months, commencing on the first day of the applicable interest
period, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on that interest
determination date and in a principal amount that is
representative for a single transaction in United States
dollars in that market at that time. If at least two
quotations are provided, then LIBOR on that interest
determination date will be the arithmetic mean of those
quotations. If fewer than two quotations are provided, then
LIBOR on the interest determination date will be the
arithmetic mean of the rates quoted at approximately 11:00
A.M., in The City of New York, on the interest determination
date by three major banks in The City of New York selected by
the Calculation Agent for loans in United States dollars to
leading European banks, having a three-month maturity and in a
principal amount that is representative for a single
transaction in United States dollars in that market at that
time; provided, however, that if the banks selected by the
Calculation Agent are not providing quotations in the manner
described by this sentence, XXXXX determined as of that
interest determination date will be LIBOR in effect on that
interest determination date.
"Telerate Page 3750" means the display designated as "Page
3750" on Telerate, Inc., or any successor service, for the purpose of displaying
the London interbank rates of major banks for United States dollars.
The Calculation Agent shall be First Union National Bank, or
such other Person as the Issuers shall from time to time designate.
Payment of the principal of (and premium, if any) and interest
on this Note will be made in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts and as otherwise provided in the Indenture.
Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been
executed by or on behalf of First Union National Bank, the Trustee for this Note
under the Indenture, or its successor thereunder, by the manual signature of one
of its authorized officers, this Note shall not be entitled to any benefit under
the Indenture or be valid or obligatory for any purpose.
S-1
IN WITNESS WHEREOF, the Issuers have caused this instrument to be duly
executed, manually or in facsimile.
Dated: December 17, 2001
CELLCO PARTNERSHIP
By: ______________________________
Name:
Title:
VERIZON WIRELESS CAPITAL LLC
By: ______________________________
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein described in the within-mentioned Indenture.
FIRST UNION NATIONAL BANK,
as Trustee
By: _________________________
Authorized Office
(Reverse of Note)
CELLCO PARTNERSHIP
VERIZON WIRELESS CAPITAL LLC
This Note is one of a duly authorized issue of Securities of the Issuers
designated as Floating Rate Notes due 2003 (the "Notes"). The Notes are one of
an indefinite number of series of debt securities of the Issuers (the
"Securities"), issued or issuable under and pursuant to an indenture (the
"Indenture") dated as of December 17, 2001, between the Issuers and 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 Issuers, the Trustee and the Holders of the Notes and the
terms upon which the Notes are to be authenticated and delivered. The terms of
this Note include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended. This Note
is one of a series designated on the face hereof and is not limited as to the
aggregate principal amount thereof. The terms of other series of Securities
issued under the Indenture may vary with respect to interest rates or interest
rate formulas, issue dates, maturity, redemption, repayment, currency of payment
and otherwise as provided in the Indenture. The Indenture further provides that
Securities of a single series may be issued at various times, with different
maturity dates and may bear interest at different rates. Holders of the Notes
are entitled to the benefits of the Exchange and Registration Rights Agreement,
dated as of December 17, 2001 (the "Registration Rights Agreement"), among the
Issuers and the initial purchasers named therein. The Notes, any related Private
Exchange Securities (as defined in the Registration Rights Agreement) and any
related Exchange Securities (as defined in the Registration Rights Agreement)
shall vote and consent together on all matters as one class, and none of such
securities shall have the right to vote or consent as a separate class.
This Note is not subject to any sinking fund.
If an Event of Default with respect to the Notes shall occur and be
continuing, then either the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Notes of this series then Outstanding may
declare the entire principal amount of the Notes of this series due and payable
in the manner and with the effect provided in the Indenture.
The Notes shall not be redeemable prior to their stated maturity.
The Indenture permits, with certain exceptions as therein provided, the
Issuers 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
2
premium payable upon redemption thereof; change the currency or currency unit in
which any Security or the 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
Issuers (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 5013, 902 or 1005 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 1005 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.
A supplemental indenture which changes or eliminates any covenant or
other provision of the Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under the
Indenture of the Holders of Securities of any other series.
The Indenture also contains provisions permitting the Holders of not
less than a majority in principal amount of the Outstanding Securities of any
particular series and any related coupons, on behalf of the Holders of all the
Securities of that series, to waive certain past defaults under the Indenture
and their consequences with respect to such series, except a default in the
payment of principal of (or premium, if any) or interest, if any, on any
Security of that series or a default with respect to a covenant or provision of
the Indenture which cannot be amended without the consent of such Holder.
The Notes are issuable only in registered form without coupons in
denominations of $1,000 and integral multiples thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes as requested by the
Holder surrendering the same. Except as provided in the Indenture, if (x) the
Depositary is at any time unwilling or unable to continue as depository or if at
any time the Depositary shall no longer be eligible under Section 303 of the
Indenture and a successor depository is not appointed by the Issuers within 90
days after the Issuers receive such notice or becomes aware of such
ineligibility or (y) the Issuers deliver to the Trustee an Issuer Order of each
Issuer to the effect that this Note shall be exchangeable, this Note shall be
exchangeable for Notes in definitive form and in an equal aggregate principal
amount. In addition, interests herein transferred to an IAI shall be delivered
in the form of a definitive Note. Such definitive Notes shall be registered in
such name or names as the Depositary shall instruct the Trustee.
As provided in the Indenture and subject to certain limitations set
forth therein and above, the transfer of this Note may be registered on the
Security Register of the Issuers, upon surrender of this Note for registration
of transfer at the office or agency of the Issuers in a
3
Place of Payment, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Issuers and the Security Registrar duly
executed by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes of authorized denominations and of a like
Stated Maturity and of like series and the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer or
exchange, but the Issuers may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuers, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the time, place and rate, and in the coin or currency,
herein and in the Indenture prescribed.
Prior to due presentment of this Note for registration of transfer, the
Issuers or the Trustee and any agent of the Issuers or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Issuers, the
Trustee nor any such agent shall be affected by notice to the contrary.
Certain of the Issuers' obligations under the Indenture with respect to
Notes may be terminated if the either of the Issuers irrevocably deposits with
the Trustee money or Government Obligations sufficient to pay and discharge the
entire indebtedness on all Notes, as provided in the Indenture.
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 Issuers in the
Indenture, against any partner, member, incorporator, stockholder, officer or
director, as such, past, present of future, of either Issuer or of any successor
or any of their assets, 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 partner liability is expressly released and waived as a condition of, and
as part of the consideration for, the issuance of this Note.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
ASSIGNMENT FORM
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
_____________________________________________________
(Print or type assignee's name, address and zip code)
_____________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint ___________ agent to transfer this Security on the
books of the Issuers. The agent may substitute another to act for him.
Date:____________________ Your Signature:____________________
Signature Guarantee:___________________________________________________________
(Signature must be guaranteed)
_______________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by either of the Issuers or any
Affiliate of an Issuer, the undersigned confirms that such Securities are being:
CHECK ONE BOX BELOW:
1. [_] acquired for the undersigned's own account, without transfer; or
2. [_] transferred to the Partnership; or
3. [_] transferred pursuant to and in compliance with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"); or
4. [_] transferred pursuant to an effective registration statement under the
Securities Act; or
5. [_] transferred pursuant to and in compliance with Regulation S under the
Securities Act; or
2
6. [_] transferred to an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), in a
transaction involving a minimum principal amount of $250,000 of
Notes, that has furnished to the Trustee a signed certificate
containing certain representations and agreements (the form of
which letter appears as Section 307 of the Indenture); or
7. [_] transferred pursuant to another available exemption from the
registration requirements of the Securities Act of 1933
Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Issuers may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Issuers may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933.
______________________________
Signature
Signature Guarantee:
______________________________ _____________________________________
(Signature must be guaranteed) Signature
________________________________________________________________________________
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.
TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Issuers as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.
________________________
Dated:
3
SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY
The following increases or decreases in this Global Security have been made:
Amount of increase Principal Amount of this Signature of authorized
Date of Amount of decrease in Principal in Principal Amount Global Security following signatory of Trustee or
Exchange Amount of this Global Security of this Global Security such decrease or increase Securities Custodian
-------- ------------------------------- ------------------------ -------------------------- -----------------------
