Southwestern Bell Telephone Company
U.S. $1,750,000,000 Medium-Term Notes, Series D
Due Nine Months or More From Date of Issue
Selling Agency Agreement
[Date]
[Agents]
Dear Sirs:
Southwestern Bell Telephone Company, a Missouri corporation (the
"Company"), confirms its agreement with each of you (collectively, the "Agents"
and individually, an "Agent") with respect to the issue and sale by the Company
of up to U.S. $1,750,000,000 aggregate principal amount (or the equivalent
thereof in one or more currencies or currency units) of its Medium-Term Notes,
Series D, Due Nine Months or More From Date of Issue (the "Notes"). The Notes
will be issued under an indenture dated as of February 1, 1985, as supplemented
by a First Supplemental Indenture dated as of June 1, 1991 (together, the
"Indenture"), from the Company to The Bank of New York, as trustee (the
"Trustee").
Unless otherwise specified in the applicable supplement to the
Prospectus referred to below, the Notes will be issued only in registered form
in minimum denominations of U.S. $1,000 and any amount in excess thereof that is
an integral multiple of U.S. $1,000 or, in the case of Notes denominated in a
currency other than U.S. dollars, the authorized denominations set forth in the
applicable supplement to the Prospectus.
The Notes will have the maturities, interest rates, if any, redemption
provisions and other terms set forth in a supplement to the Prospectus referred
to below. The Notes will be issued, and the terms thereof established, in
accordance with the Indenture and the Medium-Term Notes, Series D Administrative
Procedures as may be agreed to from time to time by the Company, each Agent and
the Trustee (the "Procedures"). The Procedures may only be amended by written
agreement of the Company, the Agents and the Trustee.
1. Representations and Warranties. The Company represents and warrants to, and
agrees with,
each of you that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), and has
filed with the Securities and Exchange Commission ("SEC") a
registration statement (No. 333-______), which has become effective,
for the registration under the Securities Act of the Notes. Such
registration statement, as amended at the date of this Selling Agency
Agreement (the "Agreement"), meets the requirements set forth in Rule
415(a)(1)(x) under the Securities Act and complies in all other
material respects with said Rule. In connection with the sale of the
Notes, the Company proposes to file with the SEC pursuant to Rule 424
under the Securities Act a supplement to the form of prospectus
included in such registration statement relating to the Notes and the
plan of distribution thereof and has previously advised the Agent of
all further information (financial and other) with respect to the
Company to be set forth therein. Such registration statement, including
the exhibits thereto, as amended to the date of this Agreement, is
herein collectively called the "Registration Statement"; such
prospectus, as supplemented pursuant to the previous sentence, is
herein called the "Prospectus." Any reference herein to the
Registration Statement or the Prospectus shall be deemed to refer to
and include the documents incorporated by reference therein which were
filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the date of this Agreement or the date of
the Prospectus, as the case may be; and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the
Registration Statement or the Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after the
date of this Agreement or the date of the Prospectus, as the case may
be, incorporated therein by reference.
(b) As of the date hereof, when any amendment to the Registration Statement
becomes effective (including the filing of any document incorporated by
reference in the Registration Statement), when any supplement to the
Prospectus is filed with the SEC, and at the date of delivery by the
Company of any Notes sold hereunder (a "Closing Date"), (i) the
Registration Statement, as amended as of any such time, the Prospectus
as supplemented as of any such time, and the Indenture will comply in
all material respects with the applicable requirements of the
Securities Act, the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the Exchange Act and the respective rules and
regulations thereunder, and (ii) neither the Registration Statement, as
amended as of any such time, nor the Prospectus as supplemented as of
any such time, will contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or
necessary in order to make the statements therein not misleading;
provided, however, that the Company does not make any representations
or warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility (Form T-l) under the
Trust Indenture Act of the Trustee or (ii) the information contained in
or omitted from the Registration Statement or Prospectus in reliance
upon and in conformity with information furnished in writing
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to the Company by or on behalf of you specifically for use in
connection with the preparation of the Registration Statement and the
Prospectus.
(c) As of the date hereof, when any amendment to the Registration Statement
becomes effective (including the filing of any document incorporated by
reference in the Registration Statement), when any supplement to the
Prospectus is filed with the SEC, and at the Closing Date, no order,
consent, approval, authorization, registration or qualification of or
with any governmental agency or body having jurisdiction over the
Company or any of its properties is required for the issue and sale of
the Notes or the consummation by the Company of the transactions
contemplated by this Agreement or the Indenture, except such as have
been, or will have been prior to the Closing Date, obtained under the
Act and the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase
and distribution of the Notes.
2. Appointment of Agents; Solicitations by the Agents of Offers to Purchase;
Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein, the Company
hereby authorizes each of the Agents to act as its agent to solicit
offers for the purchase of all or part of the Notes from the Company.
On the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, each of the Agents agrees, as
agent of the Company, to use its reasonable best efforts to solicit
offers to purchase the Notes from the Company upon the terms and
conditions set forth in the Prospectus as amended or supplemented and
in the Procedures.
The Company reserves the right, in its sole discretion, to instruct the
Agents to suspend at any time, for any period of time or permanently,
the solicitation of offers to purchase the Notes. Upon receipt of
instructions from the Company, the Agents will forthwith suspend
solicitation of offers to purchase Notes from the Company until such
time as the Company has advised it that such solicitation may be
resumed.
The Company agrees to pay each Agent (or jointly to two or more Agents
if such solicitation is jointly made) a commission, at the time of
settlement of each sale of Notes by the Company as a result of a
solicitation made by such Agent, in an amount equal to that percentage
specified in Schedule I hereto of the aggregate principal amount of the
Notes sold by the Company, and such commission shall be payable as
specified in the Procedures.
Subject to the provisions of this Section and to the Procedures, offers
for the purchase of Notes may be solicited by an Agent as agent for the
Company at such time and in
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such amounts as such Agent deems advisable.
The Company may appoint other agents for the purpose of soliciting
purchases of the Notes on a continuous or limited basis, provided that
such agent is engaged on the same commission schedule as the Agents
(set forth hereto as Schedule I).
(b) Subject to the terms and conditions stated herein, the Company agrees
that, whenever the Company determines to sell Notes directly to you as
principal for resale to others, it will enter into a Terms Agreement,
as defined below, relating to such sale in accordance with the
provisions of this Section 2(b). For the purposes of this Agreement,
the term "Agent" shall refer to each of you acting solely in the
capacity as agent for the Company hereunder and not as principal, the
term "Purchaser" shall refer to each of you acting solely as principal
hereunder and not as agent, and the term "you" shall refer to any of
you acting in both such capacities or in either such capacity.
Each sale of Notes to the Purchaser shall be made in accordance with
the terms of this Agreement and the Procedures and a supplemental
agreement which will provide for the sale of such Notes to, and the
purchase and reoffering thereof by, the Purchaser. Each such
supplemental agreement (which may be in either oral or written form) is
herein referred to as a "Terms Agreement." The Purchaser's commitment
to purchase Notes pursuant to any Terms Agreement shall be deemed to
have been made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the terms and
conditions herein set forth. Each Terms Agreement shall describe the
Notes to be purchased by the Purchaser pursuant thereto, specify the
aggregate principal amount of such Notes, the price to be paid to the
Company for such Notes, the maturity date of such Notes, the rate at
which interest will be paid on the Notes, the date and time of delivery
of payment for such Notes (the "Purchase Date"), the place of delivery
of the Notes and payment therefor, the method of payment and the
requirements, if any, for the delivery of the opinion of counsel, the
certificates from the Company or their officers, the letters from Xxxxx
& Young LLP, and any other accountants that have audited financial
statements included or incorporated by reference in the Registration
Statement or Prospectus, pursuant to Section 6(b) and such other
matters as determined by the parties thereto. Such Terms Agreement may
also specify the period of time referred to in Section 4(m). Any
written Terms Agreement may be in the form attached hereto as Exhibit
A.
Delivery of the certificates for Notes sold to the Purchaser pursuant
to any Terms Agreement shall be made as agreed to between the Company
and the Purchaser as set forth in the respective Terms Agreement, not
later than the Purchase Date set forth in such Terms Agreement, against
payment of funds to the Company in the net amount due to the Company
for such Notes by the method and in the form set forth in the
respective Terms Agreement.
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Unless otherwise agreed to between the Company and the Purchaser in a
Terms Agreement, any Note sold to a Purchaser (i) shall be purchased by
such Purchaser at a price equal to 100% of the principal amount thereof
less a percentage equal to the commission applicable to an agency sale
of a Note of identical maturity and (ii) may be resold by such
Purchaser at varying prices from time to time, or if set forth in the
applicable Terms Agreement and Pricing Supplement, at a fixed public
offering price. In connection with any resale of Notes purchased, a
Purchaser may use a selling or dealer group and may reallow to any
broker or dealer any portion of the discount or commission payable
pursuant hereto.
(c) The Company reserves the right to sell Notes directly to investors on
its own behalf or to purchasers (other than the Agents) acting as
principal for resale to others.
3. Offering Procedure. Each of the Agents shall communicate to the Company,
orally or in writing, each offer to purchase Notes (other than those offers
rejected by an Agent as provided herein) on terms previously communicated
by the Company to such Agent, and except as otherwise provided in the
Procedures, the Company shall have the sole right to accept such offers to
purchase Notes and may refuse any proposed purchase of Notes, as a whole or
in part, for any reason. Each of the Agents shall have the right, in its
discretion reasonably exercised, to reject any proposed purchase of Notes,
as a whole or in part, and any such rejection shall not be deemed a breach
of its agreement contained herein. Each of the Agents and the Company agree
to perform the respective duties and obligations specifically provided to
be performed by them in the Procedures.
4. Agreements. The Company agrees with each of you that:
(a) Prior to the termination of the offering of the Notes , the Company
will not file any amendment of the Registration Statement nor will the
Company file any supplement to the Prospectus (except for (i) an
amendment or supplement consisting solely of the filing of a document
under the Exchange Act, (ii) a supplement relating to an offering of
securities other than the Notes, or (iii) a supplement relating solely
to pricing and related information concerning a particular sale of
Notes) unless the Company has furnished you a copy of such proposed
amendment or supplement for your review prior to filing and will not
file any such proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, the Company will cause each
supplement to the Prospectus to be filed with the SEC as required
pursuant to Rule 424 under the Securities Act. The Company will
promptly advise you (i) when each supplement to the Prospectus shall
have been filed with the SEC pursuant to Rule 424 under the Securities
Act, (ii) when any amendment of the Registration Statement shall have
become effective, (iii) of any request by the SEC for any amendment of
the Registration Statement or amendment of or supplement to the
Prospectus or for any additional information, (iv) of the issuance by
the SEC of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
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proceeding for that purpose, and (v) of the receipt by the Company of
any notification with respect to the suspension of the qualification
of the Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose. The Company will
promptly (upon filing thereof) furnish you a copy of any amendment or
supplement to the Prospectus or Registration Statement not furnished
to you for prior review pursuant to exceptions (i), (ii) or (iii) of
the first sentence of this subsection (a). The Company will use its
best efforts to prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Notes is required to
be delivered under the Securities Act, any event occurs as a result of
which the Registration Statement, as then amended, or the Prospectus,
as then supplemented, would include any untrue statement of a material
fact or omit to state any material fact necessary to amend the
Registration Statement or to make the statements therein in light of
the circumstances under which they were made not misleading, or if it
shall be necessary to amend the Registration Statement or to
supplement the Prospectus to comply with the Securities Act or the
Exchange Act or the respective rules and regulations thereunder, the
Company promptly will (i) notify you to suspend solicitation of offers
to purchase Notes (and, if so notified by the Company, you shall
forthwith suspend such solicitation and cease using the Prospectus as
then amended or supplemented), (ii) prepare and file with the SEC,
subject to the first sentence of paragraph (a) of this Section 4, an
amendment or supplement which will correct such statement or omission
or an amendment or supplement which will effect such compliance, and
(iii) supply any such amended or supplemented Prospectus to you in
such quantities as you may reasonably request. If such amendment or
supplement, and documents, certificates and opinions furnished to you
pursuant to paragraph (g) of this Section 4 in connection with the
preparation or filing of such amendment or supplement are reasonably
satisfactory in all respects to you, you will, upon the filing of such
amendment or supplement with the SEC and upon the effectiveness of an
amendment to the Registration Statement if such an amendment is
required, resume your obligation to solicit offers to purchase Notes
hereunder.
(c) As soon as practicable, the Company will make generally available to
its security holders and to you an earnings statement or statements of
the Company which will satisfy the provisions of Section 11(a) of the
Securities Act and Rule 158 under the Securities Act.
(d) Until the termination of the offering of the Notes, the Company will
timely file all documents, and any amendments to previously filed
documents, required to be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act.
(e) The Company will furnish to you and to your counsel, without charge,
copies of the Registration Statement (including exhibits thereto) and
each amendment thereto which shall become effective and, so long as
delivery of a prospectus may be required by the
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Securities Act, as many copies of any preliminary Prospectus and the
Prospectus and any amendments thereof and supplements thereto as you
may reasonably request.
(f) The Company will endeavor to qualify the Notes for sale under the laws
of such jurisdictions as you may designate and will maintain such
qualifications in effect so long as required for the distribution of
the Notes , provided that in connection therewith the Company shall
not be required to qualify as a foreign corporation or take any action
which would subject it to general or unlimited service of process in
any jurisdiction where it is not now so subject.
(g) The Company shall furnish to you such documents, certificates of
officers of the Company and opinions of counsel for the Company
relating to the business, operations and affairs of the Company, the
Registration Statement, any preliminary Prospectus, the Prospectus,
and any amendments or supplements thereto, the Indenture, the Notes,
this Agreement, the Procedures and the performance by the Company and
you of the respective obligations of each hereunder and thereunder as
you may from time to time and at any time prior to the termination of
this Agreement reasonably request.
(h) The Company shall, whether or not any sale of any Notes is
consummated, (i) pay all expenses incident to the performance of its
obligations under this Agreement, including the fees and disbursements
of its accountants and counsel, the cost of printing and delivery of
the Registration Statement, the Prospectus, all amendments thereof and
supplements thereto, the Indenture, this Agreement and all other
documents relating to the offering, the cost of preparing, printing,
packaging and delivering the Notes, the fees and disbursements,
including fees of counsel, incurred in connection with the
qualification of the Notes for sale and determination of eligibility
for investment of the Notes under the securities or Blue Sky laws of
each such jurisdiction as the Agent may reasonably designate, the fees
and disbursements of the Trustee and the fees of any agency that rates
the Notes, (ii) reimburse you on an as-needed basis for all out-of-
pocket expenses incurred by you and approved by the Company in
advance, in connection with the offering and the sale of the Notes,
and (iii) be responsible for the reasonable fees and expenses of your
counsel incurred in connection with the offering and sale of the
Notes.
(i) Each acceptance by the Company of an offer to purchase Notes (the date
of each such acceptance, an "Acceptance Date") will be deemed to be a
representation and warranty to you by the Company that neither the
Registration Statement nor the Prospectus, as then amended or
supplemented, fails to reflect any facts or events which, individually
or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement or the Prospectus, as then
amended or supplemented, and/or includes any untrue statement of a
material fact, or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which
they were made, not misleading, except that the foregoing does not
apply to (i) that part
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of the Registration Statement which shall constitute the Statement of
Eligibility (Form T-1) under the Trust Indenture Act of the Trustee or
(ii) the information contained in or omitted from the Registration
Statement or the Prospectus or any amendment thereof or supplement
thereto in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of you specifically for use
in connection with the preparation of the Registration Statement and
the Prospectus or any amendments thereof or supplements thereto.
(j) Each time that the Registration Statement or the Prospectus is amended
or supplemented (other than by (i) an amendment or supplement
consisting solely of the filing of a document under the Exchange Act
unless such amendment or supplement sets forth or incorporates by
reference financial statements for a fiscal quarter or unless
otherwise requested by you, (ii) a supplement relating to an offering
of securities other than the Notes, or (iii) a supplement relating
solely to pricing and related information concerning a particular sale
of Notes), the Company will deliver or cause to be delivered forthwith
to you a certificate of it signed by its Chairman of the Board or its
President or a Vice President and its Treasurer or an Assistant
Treasurer, dated the date of the effectiveness of such amendment or
the date of filing of such supplement, in form reasonably satisfactory
to you, to the effect that the statements contained in the certificate
that was last furnished to you by it pursuant to either Section 5(d)
or this Section 4(j) are true and correct at the time of the
effectiveness of such amendment or the filing of such supplement as
though made at and as of such time (except that (i) the last day of
the fiscal quarter for which financial statements of the Company were
last filed with the SEC shall be substituted for the corresponding
date in such certificate and (ii) such statements shall be deemed to
relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or the
filing of such supplement) or, in lieu of such certificate, a
certificate of the same tenor as the certificate referred to in
Section 5(d) but modified to relate to the last day of the fiscal
quarter for which financial statements of the Company were last filed
with the SEC and to the Registration Statement and the Prospectus as
amended and supplemented to the time of the effectiveness of such
amendment or the filing of such supplement.
(k) Each time that the Registration Statement or the Prospectus is amended
or supplemented (other than by (i) an amendment or supplement
consisting solely of the filing of a document under the Exchange Act
unless such amendment or supplement sets forth or incorporates by
reference financial statements for a fiscal quarter or unless
otherwise requested by you, (ii) a supplement relating to an offering
of securities other than the Notes, or (iii) a supplement relating
solely to pricing and related information concerning a particular sale
of Notes), the Company shall furnish or cause to be furnished
forthwith to you a written opinion of its counsel satisfactory to you,
and, at your option, Xxxxxxxx & Xxxxxxxx shall furnish to you a
written opinion, dated the date of the effectiveness of such amendment
or the date of filing of such supplement, in form
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satisfactory to you, of the same tenor as the opinion referred to in
Sections 5(b) and 5(c), respectively, but modified to relate to the
Registration Statement and the Prospectus as amended and supplemented
to the time of the effectiveness of such amendment or the filing of
such supplement or, in lieu of such opinion, counsel last furnishing
such an opinion to you may furnish you with a letter to the effect
that you may rely on such last opinion to the same extent as though it
were dated the date of such letter authorizing reliance (except that
statements in such last opinion will be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented
to the time of the effectiveness of such amendment or the filing of
such supplement).
(l) Each time that the Registration Statement or the Prospectus is amended
or supplemented to set forth amended or supplemental financial
information or such amended or supplemental information is
incorporated by reference in the Registration Statement or the
Prospectus, the Company shall cause Ernst & Young LLP, independent
auditors, and any other accountants that have audited financial
statements included or incorporated by reference in the Registration
Statement and Prospectus, forthwith to furnish you a letter, dated the
date of the effectiveness of such amendment or the date of filing of
such supplement, in form satisfactory to you, of the same tenor as the
letters referred to in Section 5(e) with such changes as may be
necessary to reflect the amended and supplemental financial
information included or incorporated by reference in the Registration
Statement and the Prospectus, as amended or supplemented to the date
of such letter, provided that if the Registration Statement or the
Prospectus is amended or supplemented solely to include or incorporate
by reference unaudited financial information as of and for a fiscal
quarter, Ernst & Young LLP and any other accountants that have audited
financial statements included or incorporated by reference in the
Registration Statement and Prospectus may limit the scope of their
letter, which shall be satisfactory in form to you, to the unaudited
financial statements included or incorporated by reference in such
amendment or supplement, unless any other information included or
incorporated by reference therein of an accounting, financial or
statistical nature (which is limited to accounting, financial or
statistical information derived from the general accounting records of
the Company) is of such a nature that, in your reasonable judgment,
such letter should cover such other information.
(m) During the period, if any, specified in any Terms Agreement, the
Company shall not, without the prior consent of the Purchaser, issue
or announce the proposed issuance of any of its Debt Securities,
including Notes, which Debt Securities have terms substantially
similar to those of the Notes being purchased pursuant to such Terms
Agreement.
5. Conditions to the Obligations of the Agents. The obligation of each of the
Agents to solicit offers to purchase the Notes shall be subject to the
accuracy of the representations and warranties on the part of the Company
contained herein as of the date hereof, as of the date
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of the effectiveness of any amendment to the Registration Statement
(including the filing of any document incorporated by reference therein),
as of the date any supplement to the Prospectus is filed with the SEC, as
of each Acceptance Date and as of each Closing Date, to the accuracy of the
statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations
hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the Agents the opinion of counsel
to the Company, dated the date hereof, to the effect that:
(i) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the state of
Missouri, with full corporate power and authority to own its
properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each
jurisdiction which requires such qualification wherein it owns or
leases properties or conducts business, except where the failure
to so qualify would not have a material adverse effect on the
Company;
(ii) the Indenture has been duly authorized, executed and delivered,
has been duly qualified under the Trust Indenture Act, and
constitutes a legal, valid and binding instrument enforceable
against the Company in accordance with its terms (subject, as to
enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to
or affecting creditors' rights, generally from time to time in
effect and to general principles of equity); the Notes have been
duly authorized and established in conformity with the Indenture,
and, when the terms of the Notes have been duly established in
conformity with the Indenture so as not to violate or conflict
with any provisions of law or any agreement or instrument
applicable to the Company or any of its properties, when the
Notes have been duly executed by the proper officers of the
Company, registered and duly authenticated pursuant to the
Indenture and delivered to and paid for by the purchasers
thereof, the Notes will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Indenture;
(iii) to the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or
governmental agency, authority, body or any arbitrator involving
the Company, of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the
Prospectus,
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and there is no franchise, contract or other document of a
character required to be described in the Registration Statement
or Prospectus, or to be filed as an exhibit, which is not
described or filed as required; and the statements included or
incorporated in the Prospectus describing any legal proceedings
or material contracts or agreements relating to the Company
fairly summarize such matters;
(iv) the Registration Statement and any amendments thereto have become
effective under the Securities Act; to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement, the Prospectus and each amendment thereof or
supplement thereto as of their respective effective or issue
dates (other than the financial statements and other financial
and statistical information contained therein as to which such
counsel need express no opinion) complied as to form in all
material respects with the applicable requirements of the
Securities Act, the Exchange Act and the Trust Indenture Act and
the respective rules and regulations thereunder; and such counsel
has no reason to believe that the Registration Statement, or any
amendment thereof, at the time it became effective or at the date
of this Agreement, contained any untrue statement of a material
fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus, at its issue date or at the
date of this Agreement, included any untrue statement of a
material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(v) this Agreement has been duly authorized, executed and delivered
by the Company;
(vi) no order, consent, approval, authorization, registration or
qualification of or with any governmental agency or body having
jurisdiction over the Company or any of its properties is
required for the issue and sale of the Notes or the consummation
by the Company of the transactions contemplated by this Agreement
or the Indenture, except such as have been, or will have been
prior to the Closing Date, obtained under the Securities Act and
the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection
with the sale and distribution of the Notes; and
(vii) neither the execution and delivery of the Indenture or this
Agreement, the issue and sale of the Notes (when the terms of the
Notes have been duly established in conformity with the Indenture
so as not to violate or conflict with any provisions of law or
any agreement or instrument applicable to the Company or any of
its properties and when the Notes have been duly executed by the
proper officers of
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the Company, registered and duly authenticated pursuant to the
Indenture and delivered to and paid for by the purchasers
thereof), nor the consummation of any other of the transactions
herein or therein contemplated nor the fulfillment of the terms
hereof or thereof will conflict with, result in a breach of, or
constitute a default under, the charter or by-laws of the Company
or the terms of any indenture or other agreement or instrument
known to such counsel and to which the Company is a party or by
which the Company or any of its assets is bound, or any order or
regulation known to such counsel to be applicable to the Company
of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over the
Company.
In rendering such opinion, such counsel may rely, as to the execution
of the Indenture by the Trustee, upon a certificate of the Trustee
setting forth the facts as to such execution.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
state of Missouri or the United States, to the extent deemed proper
and specified in such opinion, upon the opinion of other counsel of
good standing believed to be reliable and who are satisfactory to the
Agents and (B) as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and public
officials.
In rendering such opinion with respect to clause (vi) above, insofar
as it relates to regulatory authorities in the states in which the
Company operates, such counsel may rely on the opinions of local
counsel satisfactory to such counsel.
(c) The Agents shall have received from Xxxxxxxx & Xxxxxxxx, counsel for
the Agents, such opinion or opinions, dated the date hereof, with
respect to the issuance and sale of the Notes, the Indenture, the
Registration Statement, the Prospectus and other related matters as
the Agents may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Agents a certificate signed by
its Chairman of the Board or its President or a Vice President and its
Treasurer or an Assistant Treasurer stating that after reasonable
investigation and to the best of their knowledge:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as
of the date hereof with the same effect as if made on the date
hereof; the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or
satisfied as a condition to the obligation of the Agents to
solicit offers to purchase the Notes; and the conditions set
forth in Paragraph 5(a) have been fulfilled;
12
(ii) as of the date of the Prospectus, the Registration Statement and
the Prospectus did not include any untrue statement of a material
fact and did not omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and
(iii) since the date of the most recent financial statements included
or incorporated by reference in the Prospectus, there has been no
material adverse change in the condition (financial or other),
earnings, business or properties of the Company and its
subsidiaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or
contemplated in the Prospectus.
(e) The Company shall have furnished to the Agents (i) a letter of Xxxxx &
Young LLP, addressed to the Board of Directors of the Company and the
Agents and dated the later of the effective date of the Registration
Statement or the date of the filing of the Company's latest Annual
Report on Form 10-K, of the type described in the American Institute
of Certified Public Accountants' Statement on Auditing Standards No.
72 ("SAS 72") and covering such financial statement items of the
Company as the Agents may reasonably have requested; (ii) a letter of
Xxxxx & Young LLP, addressed to the Agents and dated the date hereof,
stating, as of the date of such letter (or, with respect to matters
involving changes or developments since the respective dates as of
which specified financial information is given in the Prospectus, as
of a date not more than five business days prior to the date of such
letter), the conclusions and findings of such firm with respect to the
financial information and other matters of the Company covered by its
letter referred to in subclause (i) above and confirming in all
material respects the conclusions and findings set forth in such prior
letter; and (iii) a letter, dated the date hereof, of any other
accountants that have audited financial statements included or
incorporated by reference in the Registration Statement and
Prospectus, addressed to the Agents, of the type described in SAS 72
and covering such financial statement items as the Agents may
reasonably request.
References to the Registration Statement and the Prospectus in this
paragraph (e) are to such documents as amended and supplemented at the
date of the letter.
(f) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus (with respect to Section
6(c) hereof, only as the Registration Statement and the Prospectus are
amended or supplemented through the date of the Terms Agreement) there
shall not have been any change, or any development involving a
prospective change, in or affecting the business or properties of the
Company and its principal subsidiaries the effect of which is, in the
reasonable judgment of the Agents, so material and adverse as to make
it impractical or inadvisable to proceed with the soliciting of offers
to purchase the Notes as contemplated by the Registration Statement
and the Prospectus (or, in the case of a Terms Agreement, to proceed
with the offering or the delivery of the Notes to be purchased as
contemplated by the Terms Agreement).
13
(g) Prior to the date hereof, the Company shall have furnished to the
Agents such further information, certificates and documents as the
Agents may reasonably request.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Agents, this Agreement and all
obligations of the Agents hereunder may be canceled at any time by the
Agents. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be delivered
at the office of Xxxxxxxx & Xxxxxxxx, counsel for the Agents, at 000 Xxxxx
Xxxxxx, Xxx Xxxx, XX 00000, or such other location as the parties hereto
agree, on the date hereof.
6. Conditions to the Obligations of the Purchaser. The obligations of the
Purchaser to purchase Notes pursuant to any Terms Agreement will be subject
to the accuracy of the representations and warranties on the part of the
Company herein as of the date of the respective Terms Agreement and as of
the Purchase Date thereunder, to the performance and observance by the
Company of all covenants and agreements herein contained on their part to
be performed and observed and to the following additional conditions
precedent:
(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened.
(b) To the extent required by the respective Terms Agreement, the
Purchaser shall have received, appropriately updated, (i) a
certificate of the Company, dated as of the Purchase Date, to the
effect set forth in Section 5(d), (ii) opinion of counsel to the
Company, dated as of the Purchase Date, to the effect set forth in
Section 5(b), (iii) the opinion of Xxxxxxxx & Xxxxxxxx, counsel for
the Purchaser, dated as of the Purchase Date, to the effect set forth
in Section 5(c), and (iv) letters of Xxxxx & Young LLP and, if
applicable, other accountants, dated as of the Purchase Date, to the
effect set forth in Section 5(e).
(c) The conditions set forth in Section 5(f) shall have been satisfied.
(d) Prior to the Purchase Date, the Company shall have furnished to the
Purchaser such further information, certificates and documents as the
Purchaser may reasonably request.
(e) Subsequent to the execution of any Terms Agreement, the Company shall
not have received notice that any rating of any of the Company's
unsecured senior debt securities shall have been lowered by any
nationally recognized statistical rating organization (as
14
defined in Rule 15c3-1 under the Exchange Act) or that any such
organization has publicly announced that it has under surveillance or
review, with possible negative implications, the ratings of any of the
Company's unsecured senior debt securities.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Purchaser, the Terms Agreement
and all obligations of the Purchaser thereunder may be canceled at, or at
any time prior to, the respective Purchase Date by the Purchaser. Notice of
such cancellation shall be given to the Company in writing or by telephone
or telegraph confirmed in writing.
7. Reimbursement of the Agents' and the Purchaser's Expenses. In connection
with the sale of any Notes under this Agreement, if any condition to the
obligations of the Agents set forth in Section 5 hereof is not satisfied,
if any condition to the obligations of the Purchaser set forth in Section 6
(other than Section 6(e)) hereof is not satisfied, if any termination
pursuant to Section 9(b)(i) hereof shall occur or in the case of any
refusal, inability or failure on the part of the Company to perform any
agreement herein or comply with any provision hereof other than by reason
of a default by any of the Agents, the Company will (in addition to any
other obligations hereunder) reimburse each of the Agents or the Purchaser
upon demand for all reasonable out-of-pocket expenses (including reasonable
fees and disbursements of counsel but excluding advertising expenses) that
shall have been incurred by such Agent or the Purchaser in connection with
such sale.
8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each of you and each
person, if any, who controls any of you within the meaning of the
Securities Act from and against any loss, claim, damage or liability,
joint or several, and any action in respect thereof, to which any of
you or any such controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus, or arises out of, or is
based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, and shall reimburse each of you and
such controlling person for any legal and other expenses reasonably
incurred by you or such controlling person in investigating or
defending or preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred (but no more
frequently than annually), provided, however, that the Company shall
not be liable in any such case to the extent that any such loss,
claim, damage, liability or action arises out of, or is based upon,
any untrue statement or alleged untrue statement or omission or
alleged omission made in the Registration Statement or the Prospectus,
in reliance upon and in conformity with written information furnished
to the Company specifically for use therein. The foregoing
15
indemnity agreement is in addition to any liability which the Company
may otherwise have to any of you or any controlling person.
(b) Each of you shall indemnify and hold harmless the Company, each of its
directors, each of its officers who signed the Registration Statement
and any person who controls the Company within the meaning of the
Securities Act from and against any loss, claim, damage or liability,
joint or several, and any action in respect thereof, to which the
Company, or any such director, officer or controlling person may
become subject, under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is based
upon, any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or the Prospectus, or
arises out of, or is based upon, the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but in each
case only to the extent that the untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon
and in conformity with information furnished in writing to the Company
by any of you specifically for use therein, and shall reimburse the
Company for any legal and other expenses reasonably incurred by the
Company or any such director, officer or controlling person in
investigating or defending or preparing to defend against any such
loss, claim, damage, liability or action as such expenses are incurred
(but no more frequently than annually). The foregoing indemnity
agreement is in addition to any liability which any of you may
otherwise have to the Company or any of their directors, officers or
controlling persons.
(c) Promptly after receipt by an indemnified party under this Section 8 of
notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party
in writing of the claim or the commencement of that action, provided
that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified party otherwise
than under Section 8(a) or 8(b). If any such claim or action shall be
brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled
to participate therein, and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume the
defense thereof with counsel satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of
its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under
this Section 8 for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof other
than reasonable costs of investigation. If the indemnifying party
shall not elect to assume the defense of such action, such
indemnifying party will reimburse such indemnified party for the
reasonable fees and expenses of any counsel retained by them. In the
event that the parties to any such action (including impleaded
parties) include the Company and one or more Agents and either (i) the
indemnifying party or parties and indemnified party or parties
mutually agree or (ii) representation of both the indemnifying party
or parties and the indemnified party or parties by the same counsel
16
is inappropriate under applicable standards of professional conduct
due to actual or potential differing interests between them, then the
indemnifying party shall not have the right to assume the defense of
such action on behalf of such indemnified party and will reimburse
such indemnified party for the reasonable fees and expenses of any
counsel retained by them and satisfactory to the indemnifying party,
it being understood that the indemnifying party shall not, in
connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for all such
indemnified parties, which firm shall be designated in writing by the
applicable representative in the case of an action in which any of you
or controlling persons are indemnified parties and by the Company or
any of its directors, officers or controlling persons in the case of
any action in which any of them are indemnified parties. The
indemnifying party or parties shall not be liable under this Agreement
with respect to any settlement made by any indemnified party or
parties without prior written consent by the indemnifying party or
parties to such settlement.
(d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to an indemnified party under Section 8(a) or
8(b) hereof in respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as
a result of such loss, claim, damage or liability, or action in
respect thereof, in such proportion as is appropriate to reflect the
relative benefits received by the Company, on the one hand, and each
of you, on the other hand, from the offering of the Notes. If,
however, this allocation is not permitted by applicable law, then each
indemnifying party shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, in such proportion as shall
be appropriate to reflect the relative benefits received by the
Company, on the one hand, and each of you on the other hand, from the
offering of the Notes and the relative fault of the Company, on the
one hand, and each of you, on the other hand, with respect to the
statements or omissions which resulted in such loss, claim, damage or
liability, or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the
Company, on the one hand, and each of you, on the other hand, with
respect to such offering shall be deemed to be in the same proportion
as the aggregate commissions received by each of you (in the case of a
Terms Agreement, as if such commission had been payable) pursuant to
Section 2 to the aggregate principal amount of the Notes sold. The
relative fault shall be determined by reference to whether the untrue
or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by
the Company or by any of you, the intent of the parties and their
relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this
Section 8(d) shall be deemed to include, for purposes of this Section
8(d), any legal or other expenses reasonably
17
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of
this Section 8(d), you shall not be required to contribute any amount
in excess of the amount by which the total price at which the Notes
purchased by or through you were sold to the public exceeds the amount
of any damages which any of you have otherwise paid or become liable
to pay by reason of any untrue or alleged untrue statement or omission
or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Your obligations to contribute as
provided in this Section 8(d) are several in proportion to your
respective obligations and not joint.
9. Termination. This Agreement will continue in effect until terminated as
provided in this Section 9.
(a) This Agreement may be terminated by the Company as to any Agent or any
Agent insofar as this Agreement relates to such Agent giving written
notice of such termination to such Agent or the Company. This
Agreement shall so terminate at the close of business on the first
business day following the receipt of such notice by the party to whom
such notice is given. In the event of such termination, no party shall
have any liability to the other parties hereto, except as provided in
the fourth paragraph of Section 2(a), Section 4(h), Section 7, Section
8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in the absolute
discretion of the Purchaser, by notice given to the Company prior to
delivery of any payment for Notes to be purchased thereunder, if prior
to such time (i) there shall have occurred any change, or any
development involving a prospective change, in or affecting
particularly the business or properties of the Company or its
subsidiaries which, in the Purchaser's reasonable judgment, materially
impairs the investment quality of the Notes; (ii) trading in
securities generally on the New York Stock Exchange shall have been
suspended or materially limited and the effect of which, in the
Purchaser's reasonable judgment, materially impairs the investment
quality of the Notes; (iii) a banking moratorium shall have been
declared by either federal or New York State authorities; or (iv)
there shall have occurred any outbreak or escalation of hostilities or
other calamity or crisis or the declaration by the United States of a
national emergency or war the effect of which on the financial markets
of the United States is material and adverse and is such as to make
it, in the reasonable judgment of the Purchaser, impracticable or
inadvisable to market such Notes on the terms and in the manner
contemplated by the Prospectus.
10. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the
Company and its officers and of each of the Agents set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any of the Agents, the Company
or any of the officers, directors or controlling persons referred to in
Section 8 hereof, and will
18
survive delivery of and payment for the Notes. The provisions of the fourth
paragraph of Section 2(a), Section 4(h), Section 7 and Section 8 hereof
shall survive the termination or cancellation of this Agreement.
11. Right of Person Who Agreed to Purchase to Refuse to Purchase. A person who
has agreed to purchase and pay for Notes as a result of an offer to
purchase solicited by an Agent, may refuse to purchase such Notes if, on
the related Closing Date fixed pursuant to the Procedures, any condition
set forth in Section 5(a) or 5(f) shall not be satisfied or if, subsequent
to the Acceptance Date and on or prior to the Closing Date fixed pursuant
to the Procedures, the Company shall have received notice that any rating
of any of the Company's unsecured senior debt securities shall have been
lowered by any nationally recognized statistical rating organization (as
defined in Rule 15c3-1 under the Exchange Act) or that any such
organization has publicly announced that it has under surveillance or
review, with possible negative implications, the ratings of any of the
Company's unsecured senior debt securities.
12. Notices. All communications hereunder will be in writing and effective only
on receipt, and, if sent to [Agents]; to Southwestern Bell Telephone
Company at 000 X. Xxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000, Attention:
General Counsel; and duplicate copies will be mailed, delivered or
telegraphed and confirmed to Southwestern Bell Telephone Company at 000 X.
Xxxxxxx, 0xx Xxxxx, Xxx Xxxxxxx, XX 00000, Attention: Treasurer, and to SBC
Communications Inc., 000 X. Xxxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, XX 00000,
Attention: General Attorney -Corporate/SEC.
13. Successors. This Agreement will inure to the benefit of and be binding upon
each of the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and
no other person (other than the persons and to the extent referred to in
Section 11 hereof) will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the state of New York.
15. Counterparts. This Agreement may be executed by each of the parties hereto
in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the
same instrument.
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent
19
a binding agreement among the Company and each of the Agents as of the date
first set forth above.
Very truly yours,
SOUTHWESTERN BELL TELEPHONE COMPANY
By: _____________________________
The foregoing Selling Agency Agreement is hereby confirmed and accepted as of
the date first set forth above.
By: _________________________________
By: ______________________________
By: _______________________________
20
SCHEDULE I
Pursuant to Section 2(a) of the Selling Agency Agreement, the Company
agrees to pay each of the Agents a commission equal to the following percentage
of the principal amount of each Note sold by such Agent:
COMMISSION
TERM RATE
From 9 months to less than 1 year..................................
From 1 year to less than 18 months.................................
From 18 months to less than 2 years................................
From 2 years to less than 3 years..................................
From 3 years to less than 4 years..................................
From 4 years to less than 5 years..................................
From 5 years to less than 6 years..................................
From 6 years to less than 7 years..................................
From 7 years to less than 10 years.................................
From 10 years up to and including 15 years.........................
From more than 15 years up to and including 20 years...............
From more than 20 years up to and including 30 years...............
More than 30 years ................................................ *
--------------------
* The commission will be negotiated.
21
EXHIBIT A
Southwestern Bell Telephone Company
Medium-Term Notes, Series D
Due Nine Months or More From Date of Issue
TERMS AGREEMENT
_______________, 19____
Southwestern Bell Telephone Company
000 X. Xxxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Treasurer
Subject in all respects to the terms and conditions of the Selling Agency
Agreement dated _____________, 1997, between [the Agents] and Southwestern Bell
Telephone Company (the "Agreement"), the undersigned agrees to purchase the
following Notes of Southwestern Bell Telephone Company:
Aggregate Principal Amount:
Specified Currency:
Form of Note: _____ Definitive Securities
_____ Permanent Global
_____ Temporary Global
Type of Note: _____ Fixed Rate
_____ Floating Rate
For Fixed Rate Notes:
Interest Rate: _____% per annum
For Floating Rate Notes:
Initial Interest Rate: _____% per annum
Exhibit A - Page 1
Base Rate: _____ Commercial Paper Rate
_____ LIBOR
_____ Treasury Rate
_____ Other (specify):
Index Maturity:
Spread (if applicable): _____ basis points
Spread Multiplier (if applicable): _____%
Maximum Interest Rate (if applicable):
Minimum Interest Rate (if applicable):
Interest Reset Dates (if applicable):
Calculation Agent:
Maturity:
Initial Redemption Date:
Redemption Premium:
Interest Payment Dates:
Record Dates:
Purchase Price: _________% of Principal Amount (plus accrued interest from
________________, 199__ )
Purchase Date and Time:
Place for Delivery of Notes and
Payment Therefor:
Method of Payment:
Exhibit A - Page 2
Redemption:
____ The Notes are not redeemable prior to Maturity.
____ The Notes are redeemable prior to Maturity on and after
________________, 19___ (the "Initial Redemption Date") at
prices that shall initially be ____% of the principal amount
of the Note to be redeemed and shall decline at each one-year
anniversary of the Initial Redemption Date by ____% of the
principal amount to be redeemed until the redemption price is
100% of such principal amount.
Additional terms, if any:
Modification, if any, in the requirements to deliver the
documents specified in Section 6(b) of the Agreement:
Period during which Debt Securities may not be
sold pursuant to Section 4(m) of the Agreement:
By: __________________________
Title:
Accepted:
Southwestern Bell Telephone Company
By: _________________________
Title:
Exhibit A - Page 3
