EXHIBIT D
CONTRIBUTION
AGREEMENT
THIS CONTRIBUTION AGREEMENT
York
(this
dated
as
of
________J, 200, is made and entered into by and among GTE Corporation, a New Corporation (the Seller), Verizon HoldCo LLC, a Delaware limited liability Verizon AssetCo., a Delaware corporation (AssetCo.) and, company (the Company), for purposes of Section 3 only, Paradise HoldCo, Inc., a Delaware corporation (Buyer) and Paradise MergerSub, Inc., a Delaware corporation ( Sub) All capital terms used herein without definition shall have the meanings ascribed to such terms in the Agreement of Merger (as such agreement may be amended, restated, supplemented or otherwise revised, the Agreement) dated as of May 21, 2004, by and among the Seller and the Company. Buyer, Merger Sub,
WHEREAS, the Seller
of Verizon Hawaii Inc.,
a
Hawaii
collectively,
the
outstanding capital stock Hawaii, and such capital stock corporation ( Hawaii Stock
owns
all of the issued and
WHEREAS, the Seller desires to contribute to the capital of the Company, and the Company wishes to accept, upon the terms and subject to the conditions set forth in this Agreement, all of the Verizon Hawaii Stock;
WHEREAS, immediately prior
Verizon Directories
to
the execution of this
Agreement,
Verizon Directories Services-West Inc., Verizon Directories Sales-West Inc., GTE.Net LLC, Verizon Network Integration Corporation, Verizon Select Services, Inc., Bell Atlantic Communications, Inc. and GTE Communications
Corp.,
generally described on Schedule I hereto and were subject to all liabilities and obligations related to such assets (such assets and liabilities, (including Indebtedness, but excluding (A) Indebtedness to the Parent and its Affiliates and (B) any liability of Seller or its Affiliates (including the Contributing Companies) for Taxes described in Section 9.1 of the Merger Agreement) AssetCo Assets collectively, the
Systems Corporation
each owned all of the assets listed
or
following
actions
WHEREAS, immediately prior to the execution of this Agreement, the were taken pursuant to documentation attached hereto2:
The structure of the contribution
Seller between
2
signing
and
contemplated by Closing.
to
this
Agreement
is
subject
to
review and revision
by
This
documentation, substantially similar
as
the
terms to
hereof,
is to be finalized
prior
to the
Closing,
and,
noted in footnote 1, the steps
are
subject
revision.
2170744 7v4
(a)
Directories
Verizon Directories Services-West Inc. and Verizon Directories Sales-West
by way of a distribution to Verizon Directories Corp., and Verizon Corp. accepted, all right, title and interest of, and assumed all liabilities and obligations of, Verizon Directories Services-West Inc. and Verizon Directories SalesWest Inc. in and to the Verizon AssetCo
Inc. transferred
Assets;
(b)
Inc., and
assumed
Directories
Following such distribution to Verizon Directories Corp., Verizon Corp. transferred by way of a distribution to Verizon Information Services Verizon Information Services Inc. accepted, all right, title and interest of, and all liabilities and obligations of, Verizon Directories Corp. in and to the Verizon
AssetCo Assets;
(c)
Corp.,
and Verizon
assumed all
by way of a distribution to Verizon Technology Technology Corp. accepted, all right, title and interest of, and liabilities and obligations of, GTE.Net LLC in and to the Verizon AssetCo
GTE.Net LLC transferred
Assets;
(d)
Connecticut
GTE Communication
Systems Corporation
transferred
by
way of
a
distribution to GTE Products of Connecticut liabilities
Corporation, Corporation accepted, all right, title and interest of, and assumed all and obligations of, GTE Communication Systems Corporation in and to
and GTE Products of
the
Verizon AssetCo Assets;
Following the foregoing distributions, Verizon Technology Corp., GTE Corporation, Verizon Select Services Inc. and Verizon Information Services, Inc. transferred by way of a distribution to the Seller, and Seller accepted, all right, title and interest of, and assumed all liabilities and obligations of, each
(e)
Products of Connecticut
of such entities in and to the Verizon AssetCo Assets;
by way of a distribution Verizon Investments Inc., and Verizon Investments Inc. accepted, all right, title and interest of, and assumed all liabilities and obligations of, Verizon Network Integration Corp. in and to the Verizon AssetCo Assets;
(f)
Verizon Network
Integration Corp.
transferred
to
(g)
Following
such distribution to Verizon Investments Inc., Verizon
Investments Inc. and Bell Atlantic Communications, Inc. transferred
by
way of
a
distribution to Verizon Communications Inc., and Verizon Communications Inc. accepted, all right, title and interest of, and assumed all liabilities and obligations of, Verizon Investments Inc. and Bell Atlantic Communications, Inc. in and to the Verizon
AssetCo Assets;
(h)
Following
the
foregoing
distributions
to
Verizon Communications Inc.,
Verizon Communications Inc. transferred to the Seller, and Seller
accepted,
all
right,
title
2
21 707447v4
and interest of, and assumed all liabilities and Inc. in and to the Verizon AssetCo Assets;
obligations of, Verizon
Communications
WHEREAS, the Seller desires
and the
to
contribute to the
capital
of the
Company,
and
Company wishes to accept all right, title and interest of, and assume obligations of Seller in and to, all of the Verizon AssetCo Assets; and
all liabilities
WHEREAS, upon the transfer from the Seller referred to in the immediately preceding recital, the Company desires to contribute to the capital of AssetCo, and AssetCo wishes to accept, all right, title and interest of, and assume all
liabilities and
obligations
of Seller in and to, all of the Verizon AssetCo Assets.
NOW, THEREFORE, in consideration of the foregoing and of their respective covenants, representations, warranties and agreements set forth in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:
hereby transfers to the Company, upon the subject Agreement and the Merger Agreement, and the Company hereby accepts (i) all right, title and interest of Seller in and to the Verizon Hawaii Stock and (ii) all right, title and interest of Seller in and to the Verizon AssetCo Assets, subject to the assumption by the Company of all liabilities and obligations of Seller in respect of the Verizon AssetCo Assets, it being understood for the
I.
terms
Seller Contribution The Seller
to
and
the conditions set forth in this
avoidance of doubt that the Verizon AssetCo Assets include Indebtedness, but exclude
(A) Indebtedness
Affiliates
the
to the Parent and
its Affiliates and
(including
the
Contributing Companies)
(B) any liability of Seller or its for Taxes described in Section 9.1 of
Merger Agreement.
2.
Company Contribution Effective immediately following the transfer described in clause (ii) of Section 1 hereof, the Company hereby transfers to Verizon AssetCo, and Verizon AssetCo hereby accepts, upon the terms and subject to the conditions set forth in this Agreement and the Merger Agreement, all right, title and interest of the Company in and to the Venzon AssetCo Assets, subject to the assumption by Verizon AssetCo of all liabilities and obligations of Company in respect of the Verizon AssetCo Assets, it being understood for the avoidance of doubt that the Verizon
AssetCo Assets include Indebtedness, but exclude (A) Indebtedness to the Parent and its Affiliates and (B) any liability of Seller or its Affiliates (including the Contributing
Companies)
3.
for Taxes described in Section 9.1 of the No Additional
Merger Agreement.
Liability The parties hereto acknowledge a representation or warranty with nothing respect to the Verizon AssetCo Stock and the Verizon AssetCo Assets, it being
Obligation
or
that
herein shall be deemed to constitute
understood that any such representation and warranty would be set forth in the Merger Agreement for the benefit of Buyer and Merger Sub as the owners of the Company and
the Subsidiaries from and afler the Effective Time. No additional
liability
or
obligation
3
21 707447v4
shall be
upon Seller or any of its Affiliates under this Agreement with respect to the Verizon AssetCo Stock and the Verizon AssetCo Assets that is not set forth in the
imposed
Merger Agreement. In the event of any inconsistency between the terms of this Agreement and the Merger Agreement, the Merger Agreement will prevail.
4.
Third Party Beneficiaries
Nothing expressed
to
or
or shall be construed Agreement rights or remedies against any party hereto.
is intended
confer upon
or
implied in this give to any third party
any
5.
Binding Effect The provisions of this Agreement shall be binding upon
and shall inure to the benefit of the
successors
parties
hereto and the
heirs, legal representatives and
of the
parties
hereto.
None of the
consent
6.
Assignment
parties
Agreement assignment
7.
without the written
of the other
hereto may assign any rights under this parties hereto and any such purported
of rights hereunder shall be void.
Amendment This
Agreement
may not be
amended, modified
or
supplemented and no waivers of or consents to departures from the provisions hereof may be given without the written consent of each of the parties hereto. Unless otherwise specified in such waiver or consent, a waiver or consent given hereunder shall be effective only in the specific instance and for the specific purpose for which given.
Agreement, together with the Merger Agreement, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties.
9.
8.
Entire Agreement This
Governing Law THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS RULES
THEREOF.
Severability; Invalidity of Provisions The invalidity or unenforceability provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.
10.
of any
11.
Headings; Execution in Counterparts The headings and captions
are
contained herein
or
for convenience of reference
only
and shall not control
or
affect the
construction of any provision hereof. This Agreement may be executed in meaning counterparts, each of which shall be deemed to be an original and all of which together
shall constitute
one
and the
same
instrument.
Signature Page Follows]
4
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IN WITNESS
WHEREOF, each of the parties hereto has executed this
Agreement
as
of the date first above written.
GTE CORPORATION
By:
_______________________
Name:
Title:
VERIZON HOLDCO LLC
By:
____________
Name:
Title:
VERIZON ASSETCO.
By:
_____
Name:
Title:
21 707447v4
Section 3
and
Acknowledged Agreed to by:
PARADISE HOLDCO, INC.
By:
Name:
Title:
PARADISE
MERGERSUB, INC.
By:
_____
Name:
Title:
21 707447v4
Schedule I
Assets
Insert
Schedule
5.18(c)] from
the
Merger Agreement.]
21 707447v4