Exhibit 4.10
FORM OF CONTRIBUTION AGREEMENT
BETWEEN
VERIZON COMMUNICATIONS INC.
AND
VERIZON GLOBAL FUNDING CORP.
This Agreement, made and entered into as of ______, by and between
Verizon Communications Inc., a Delaware corporation ("Parent"), and Verizon
Global Funding Corp., a Delaware corporation ("Subsidiary").
W I T N E S S E T H :
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WHEREAS, Parent is directly or indirectly the owner of 100% of the
outstanding common stock of Subsidiary; and
WHEREAS, Subsidiary intends to issue U.S. $__________ aggregate
principal amount of its _____________ [together with up to an additional U.S.
$________ aggregate principal amount of its ___________ issuable upon the
exercise of an option granted the Purchasers] named in the Purchase Agreement
among Parent, Subsidiary and the Purchasers named therein dated ________
(collectively, the "Notes") [convertible/exchangeable] into [insert
description]; and
WHEREAS, Parent desires to facilitate the issuance of the Notes and
enable Subsidiary to deliver the [insert description] upon [conversion/exchange]
of the Notes;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. Stock Ownership. During the term of this Agreement, Parent will own
directly or indirectly all of the voting capital stock of Subsidiary now or
hereafter issued and outstanding.
2. Contribution. If, during the term of this Agreement, Subsidiary is
required to deliver the [insert description] to Holders (as defined below) of
the Notes upon [conversion/exchange] of the Notes pursuant to the indenture
under which the Notes are issued (the "Indenture"), Parent shall provide to
Subsidiary, at its request, [insert description] to satisfy the
[conversion/exchange] requirements under the Notes.
3. Waivers. Parent hereby waives any failure or delay on the part of
Subsidiary in asserting or enforcing any of its right or in making any claims or
demands hereunder.
4. Rights of Holders. Except as may be provided in the Indenture, any
Holder shall have the right to proceed directly against Parent without first
proceeding against Subsidiary to enforce Subsidiary's rights under paragraphs 1
and 2 of this Agreement or to obtain delivery of [insert description] owed to
such Holder upon [conversion/exchange] of the Notes, in each case to the extent
Subsidiary has failed to timely deliver to any Holder [insert description]
required to be delivered to such Holder pursuant to the terms of the Indenture.
The term "Holder", as used in this Agreement, shall mean any person, firm or
corporation to which Subsidiary is indebted for the Notes or which is acting as
trustee or authorized representative with respect to the Notes on behalf of such
person, firm or corporation.
5. Termination; Amendment. This Agreement may be modified or amended
in a manner that adversely affects the rights of the Holders of Debt only if all
Holders consent in advance and in writing to such modification or amendment.
This Agreement may be terminated by either Parent or Subsidiary by notice to the
other party, provided that such termination shall be effective only after all
outstanding Notes issued by Subsidiary are paid in full.
6. Notices. Any notice, instruction, request, consent, demand or other
communication required or contemplated by this Agreement to be in writing, shall
be given or made or communicated by United States first class mail, addressed as
follows:
If to Parent: Verizon Communications Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Senior Vice President and Treasurer
If to Subsidiary: Verizon Global Funding Corp.
0000 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: President and Treasurer
7. Successors. The covenants, representations, warranties and
agreements herein set forth shall be mutually binding upon, and inure to the
mutual benefit of, Parent and its successors, Subsidiary and its successors and
Holders from time to time.
8. Governing Law; Counterparts. This Agreement shall be governed by
the laws of the State of New York. This instrument may be executed in
counterparts and the executed counterparts shall together constitute one
instrument.
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IN WITNESS WHEREOF, the parties have set their hands as of the day and
year first above written.
VERIZON COMMUNICATIONS INC.
By:____________________________________
VERIZON GLOBAL FUNDING CORP.
By:____________________________________
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