Common use of SUBSTITUTION OF PURCHASERS Clause in Contracts

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative Representatives, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company GTE for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company GTE shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative or the Company GTE shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company GTE shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company GTE for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company GTE for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative Representatives, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company Companies for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company Companies shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company Companies shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company Companies shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company Companies for the purchase or sale of any New Debenture Note under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company Companies for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Securities it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Securities hereunder. If they fail to do so, the amounts of New Debentures Securities that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Securities which they have respectively agreed to purchase bears to the total amount of New Debentures Securities which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesSecurities, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Securities set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Securities still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Securities so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesSecurities. In any such cases, either the Purchasers or the Representative Representative, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Securities remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Securities under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default. -8- XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.this

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative Representative, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.. XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. CA:8-K:17 Exhibit A LETTERHEAD OF XXXXXXX X. XXXXXX Vice President - General Counsel _____________, 199_ and the other Purchasers named in the Purchase Agreement dated ____________, 199_, between GTE California Incorporated and such Purchasers Re: GTE California Incorporated ___% Debentures, Series _, Due ____ Dear Sirs: I have been requested by GTE California Incorporated, a California corporation (the "Company"), as its Vice President- General Counsel to furnish you with my opinion pursuant to a Purchase Agreement dated ______, 199_ (the "Agreement") between you and the Company, relating to the purchase and sale of $___,000,000 aggregate principal amount of its ___% Debentures, Series _, Due ____ (the "New Debentures"). In this connection I have examined among other things:

SUBSTITUTION OF PURCHASERS. The provisions in Article XII of the Standard Purchase Agreement Provisions shall be superseded and replaced in their entirety with the following: If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all nonany Notes remain unpurchased after such 24-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remainhour period, the Company shall have the right either to elect (i) to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, or (ii) within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase by one or more other parties (collectively, the “Substitute Purchaser”) of such New Debenturesunpurchased Notes such that all of the Notes originally scheduled to be purchased hereunder shall be purchased by the non-defaulting Purchasers and such Substitute Purchaser. In any either of such casescases described in the first and second sentences of this paragraph, either the Purchasers Purchasers, on the one hand, or the Representative or Company, on the Company other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable dateand in no event for longer than the maximum number of business days permitted by the applicable laws and regulations and/or the regulators (including, but not limited to, the TPEx Rules). If the Company shall not elect to so consummate the sale pursuant to clause (i) of the second sentence of this paragraph and any unpurchased New Debentures Notes remain for which no satisfactory substitute Substitute Purchaser is obtained in accordance with pursuant to clause (ii) of the above provisionssecond sentence of this paragraph, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.default.]13 ISSUER FREE WRITING PROSPECTUSES: Any Issuer General Use Free Writing Prospectus (as such term is defined in the Standard Purchase Agreement Provisions) relating to the offering of the Notes is identified in Schedule B attached hereto and any Issuer Limited Use Free Writing Prospectus (as such term is defined in the Standard Purchase Agreement Provisions) relating to the offering of the Notes is identified in Schedule C attached hereto. APPLICABLE TIME:

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.. XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York. 96N:S-3:31 Exhibit A LETTERHEAD OF XXXXXXX X. XXXXXX Vice President - General Counsel _____________, 199_ and the other Purchasers named in the Purchase Agreement dated _____, 199_, between GTE North Incorporated and such Purchasers Re: GTE North Incorporated ___% Debentures, Series _, Due ____ Dear Sirs: I have been requested by GTE North Incorporated, a Wisconsin corporation (the "Company"), as its Vice President - General Counsel to furnish you with my opinion pursuant to a Purchase Agreement dated ____, 199_ (the "Agreement") between you and the Company, relating to the purchase and sale of $___,000,000 aggregate principal amount of its ___% Debentures, Series _, Due ____ (the "New Debentures"). In this connection I have examined among other things:

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not defaults in its obligation to purchase the New Debentures principal amount of the Notes which it has agreed to purchase hereunderunder this Agreement, the remaining non-defaulting Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, be obligated to purchase under this Agreement shall be increased (in the respective proportions which the total principal amount of New Debentures which they have respectively agreed to purchase the Notes set forth opposite the name of each non-defaulting Purchaser in Schedule I hereto bears to the total principal amount of New Debentures the Notes less the principal amount of the Notes the defaulting Purchaser agreed to purchase set forth in Schedule I hereto) the principal amount of the Notes which all the defaulting Purchaser agreed but failed to purchase; except that the non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10be obligated to purchase any of the Notes if the total principal amount of the Notes which the defaulting Purchaser or Purchasers agreed but failed to purchase exceeds 9.09% of the total principal amount of the New Debentures Notes, and any non-defaulting Purchasers shall not be obligated to purchase more than 110% of the principal amount of the Notes set forth opposite its name in Schedule A to the Purchase AgreementI hereto. If any unpurchased New Debentures still remainthe foregoing maximums are exceeded, the Company non-defaulting Purchasers, and any other purchasers satisfactory to you who so agree, shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining orright, within the next succeeding 24 hoursbut shall not be obligated, to make arrangements purchase (in such proportions as may be agreed upon among them) all of the Notes. If the non-defaulting Purchasers or the other purchasers satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall do not elect to so consummate purchase the sale and any unpurchased New Debentures remain for which no satisfactory substitute Notes that the defaulting Purchaser is obtained in accordance with the above provisionsor Purchasers agreed but failed to purchase within 36 hours after such default, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company Company, except for the purchase or sale indemnity and contribution agreements of any New Debenture under the Company and the Purchasers contained in Section 6 hereof. As used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser pursuant to this Section 7. No provision in this paragraph Nothing contained herein shall relieve any a defaulting Purchaser of any liability it may have for damages caused by its default. If the non-defaulting Purchasers or the other purchasers satisfactory to you are obligated or agree to purchase the Notes of a defaulting Purchaser, either you or the Company may postpone the Closing Date for damages occasioned by such defaultup to seven full Business Days in order to effect any changes that may be necessary in the Offering Circular or in any other document or agreement.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do soany Notes remain unpurchased after such 24-hour period, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remainremain after such 24-hour period and such increase, the Company shall have the right either to elect (i) to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, or (ii) within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase by one or more other parties (collectively, the “Substitute Purchaser”) of such New Debenturesunpurchased Notes such that all of the Notes originally scheduled to be purchased hereunder shall be purchased by the non-defaulting Purchasers and such Substitute Purchaser. In any such casescases described in the first, second and third sentences of this paragraph, either the Purchasers or the Representative Representatives, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale pursuant to clause (i) of the third sentence of this paragraph and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with pursuant to clause (ii) of the above provisionsthird sentence of this paragraph, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default.acceptable

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company Companies for the purchase of such New Debentures Notes hereunder. If they fail to do so, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remain, the Company Companies shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New DebenturesNotes. In any such cases, either the Purchasers or the Representative or the Company Companies shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company Companies shall not elect to so consummate the sale and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company Companies for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company Companies for damages occasioned by such default.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures Notes it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures Notes hereunder. If they fail to do soany Notes remain unpurchased after such 24-hour period, the amounts of New Debentures Notes that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures Notes which they have respectively agreed to purchase bears to the total amount of New Debentures Notes which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New DebenturesNotes, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures Notes set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures Notes still remainremain after such 24-hour period and such increase, the Company shall have the right either to elect (i) to consummate the sale except as to any such unpurchased New Debentures Notes so remaining or, or (ii) within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase by one or more other parties (collectively, the “Substitute Purchaser”) of such New Debenturesunpurchased Notes such that all of the Notes originally scheduled to be purchased hereunder shall be purchased by the non-defaulting Purchasers and such Substitute Purchaser. In any such casescases described in the first, second and third sentences of this paragraph, either the Purchasers [or the Representative Representatives]67, on the one hand, or the Company Company, on the other hand, shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale pursuant to clause (i) of the third sentence of this paragraph and any unpurchased New Debentures Notes remain for which no satisfactory substitute Purchaser is obtained in accordance with pursuant to clause (ii) of the above provisionsthird sentence of this paragraph, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture Notes under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default. 62 Include if Notes will be C$ denominated. 63 Include if Notes will be C$ denominated. 64 Include if Notes will be C$ denominated. 65 Include if Notes will be C$ denominated. 66 Include if Notes will be C$ denominated. 67 Include if applicable.

SUBSTITUTION OF PURCHASERS. If for any reason any Purchaser shall not purchase the New Debentures it has agreed to purchase hereunder, the remaining Purchasers shall have the right within 24 hours to make arrangements satisfactory to the Company for the purchase of such New Debentures hereunder. If they fail to do so, the amounts of New Debentures that the remaining Purchasers are obligated, severally, to purchase under this Agreement shall be increased in the proportions which the total amount of New Debentures which they have respectively agreed to purchase bears to the total amount of New Debentures which all non-defaulting Purchasers have so agreed to purchase, or in such other proportions as the Purchasers may specify to absorb such unpurchased New Debentures, provided that such aggregate increases shall not exceed 10% of the total amount of the New Debentures set forth in Schedule A to the Purchase Agreement. If any unpurchased New Debentures still remain, the Company shall have the right either to elect to consummate the sale except as to any such unpurchased New Debentures so remaining or, within the next succeeding 24 hours, to make arrangements satisfactory to the remaining Purchasers for the purchase of such New Debentures. In any such cases, either the Purchasers or the Representative or the Company shall have the right to postpone the Closing Date for not more than seven business days to a mutually acceptable date. If the Company shall not elect to so consummate the sale and any unpurchased New Debentures remain for which no satisfactory substitute Purchaser is obtained in accordance with the above provisions, then this Agreement shall terminate without liability on the part of any non-defaulting Purchaser or the Company for the purchase or sale of any New Debenture under this Agreement. No provision in this paragraph shall relieve any defaulting Purchaser of liability to the Company for damages occasioned by such default. XIII. MISCELLANEOUS This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York.