GENUITY INC
EXHIBIT 10.9
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>13
<FILENAME>a2093244zex-10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>
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                                                                    EXHIBIT 10.9

[VERIZON LOGO]

                                                    VERIZON COMMUNICATIONS INC.
                                                    1095 Avenue of the Americas
September 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

                           SECOND STANDSTILL AGREEMENT

          Reference is made to the Credit Agreement (as amended from time to
time, the "Credit Agreement") dated as of March 5, 2001 by and between Verizon
Investments Inc., a Delaware corporation ("Verizon Investments"), and Genuity
Inc., a Delaware corporation ("Genuity"). Capitalized terms not otherwise
defined herein shall have the meanings specified therefor in the Credit
Agreement.

          Verizon Investments and Genuity recognize that certain Events of
Default have occurred and are continuing (a) under the Credit Agreement as a
result of the conversion by affiliates of Verizon Investments of Class B common
shares of Genuity into Class A Shares and (b) attributable to events relating to
insolvency or similar proceedings of (including, without limitation, the
financial condition, payment of taxes by, or solvency of) Integra S.A., a 93%
owned subsidiary of Genuity organized under the laws of France (collectively,
the "Existing Defaults").

          Verizon Investments and Verizon Communications Inc., a Delaware
corporation ("VCI" and, together with Verizon Investments, "Verizon"), hereby
agree and acknowledge to and for the benefit of each of Genuity, JP Morgan Chase
Bank, as agent (the "Agent") and the lenders (the "Lenders") party to the
$2,000,000,000 Amended and Restated Credit Agreement, dated as of September 24,
2001, among Genuity, the Agent, the Lenders and the other parties party thereto
(as amended from time to time, the "Revolving Credit Agreement") the following:

          During the period (the "Verizon Standstill Period") commencing on July
29, 2002 and ending on October 11, 2002 (or November 12, 2002, if the Second
Standstill Period, as defined in the Standstill Agreement No. 3 referred to
below, is in effect) or such earlier date on which the Standstill Period (or the
Second Standstill Period, as applicable) (each as contemplated by, and as
defined in, Standstill Agreement No. 3, dated as of September 12, 2002 between
Genuity and the Lenders party thereto (the "Standstill

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Genuity Inc.
September 12, 2002
Page 2


Agreement No. 3") terminates or is rescinded (in any such event, the
"Termination Date"), Verizon agrees (i) with respect to the Existing Defaults,
that it will not exercise any of its rights or remedies under or with respect to
the Credit Agreement, including, without limitation, any right to declare any or
all amounts payable under the Credit Agreement to be immediately due and
payable, and (ii) that it will not commence or cause to be commenced or file any
suit, proceeding or litigation in any court, governmental agency or arbitrator
against or directly affecting Genuity in any way relating to the Credit
Agreement.

          On the Termination Date, without any further action by Verizon, all of
the terms and provisions set forth in the Credit Agreement with respect to the
Existing Defaults shall have the same force and effect as if this Agreement had
not been entered into by the parties hereto, and Verizon shall have all of the
rights and remedies afforded to it under the Credit Agreement and applicable law
with respect to the Existing Defaults as though no standstill had been granted
by it hereunder. Except as expressly set forth herein, nothing in this Agreement
shall affect the rights and remedies of Verizon under or in connection with the
Credit Agreement with respect to any Event of Default, other than the Existing
Defaults, or any other event or occurrence.

          During the Verizon Standstill Period, Verizon agrees not to take any
action that would permit a rescission under Section 3(d) or 5(d) if applicable
of Standstill Agreement No. 3.

          Nothing herein shall be interpreted as requiring Verizon to make any
additional advances under the Credit Agreement.

          This Agreement shall be effective immediately upon the execution
hereof as of the date hereof.

                                            VERIZON COMMUNICATIONS INC.

                                            By /s/ William F. Heitmann
                                              -----------------------------
                                            Title Senior Vice President and
                                                  Treasurer

                                            VERIZON INVESTMENTS INC.

                                            BY /s/ Janet M. Garrity
                                              -----------------------------
                                            Title President
Accepted and agreed to

GENUITY INC.


By /s/ Daniel P. O'Brien
   ----------------------------------
Title Executive Vice President and
      Chief Financial Officer

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