EXHIBIT 4.5
SHARE CONTRIBUTION AGREEMENT
BETWEEN
VERIZON COMMUNICATIONS INC.
AND
VERIZON GLOBAL FUNDING CORP.
This Agreement, made and entered into as of May 15, 2001, by and between
Verizon Communications Inc., a Delaware corporation ("Parent"), and Verizon
Global Funding Corp., a Delaware corporation ("Subsidiary").
WITNESSETH
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. $5,442,079,000 aggregate
principal amount at maturity of its Zero Coupon Convertible Notes due 2021
together with up to an additional U.S. $816,311,000 aggregate principal amount
of maturity of its Zero Coupon Convertible Notes due 2021 issuable upon the
exercise of an option granted the Initial Purchasers named in the Purchase
Agreement among Parent, Subsidiary and the Initial Purchasers named therein
dated May 9, 2001 (collectively, the "Notes") convertible into common shares,
par value $.10 per share, of the Parent (the "Underlying Shares"); and
WHEREAS, in order facilitate the issuance of the Notes and enable
Subsidiary to deliver the Underlying Shares upon conversion 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. Share Contribution. If, during the term of this Agreement, Subsidiary
is required to deliver the Underlying Shares to Holders (as defined below) of
the Notes upon conversion of the Notes pursuant to the indenture under which the
Notes are issued, Parent shall provide to Subsidiary, at its request, such
number of shares of common stock of Parent as equity to satisfy the conversion
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 pursuant
to which the Notes are issued, 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 any Underlying Shares owed to such Holder upon conversion of the
Notes. 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.
7. 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.
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Attention: Senior Vice President and Treasurer
If to Subsidiary: Verizon Global Funding Corp.
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Attention: President and Treasurer
8. 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.
9. 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 and affixed their corporate
seals as of the day and year first above written.
VERIZON COMMUNICATIONS INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________________
Senior Vice President and Treasurer
VERIZON GLOBAL FUNDING CORP.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
______________________________________
Vice President and Treasurer
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