CONFORMED COPY
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
DEBT SECURITIES
UNDERWRITING AGREEMENT
New York, New York
December 10, 1997
To the Representatives
named in Schedule I
hereto of the Underwriters
named in Schedule II hereto
Dear Sirs:
New England Telephone and Telegraph Company, a New York corporation
("Company"), may issue and sell from time to time series of its debt securities
registered under the registration statements referred to in Paragraph 1(a)
hereof ("Securities" and individually "Security"). The Company proposes to sell
to the underwriters named in Schedule II hereto ("Underwriters"), for whom you
are acting as representatives ("Representative"), a series of Securities, of the
designation, with the terms and in the aggregate principal amount specified in
Schedule I hereto ("Underwritten Securities" and individually "Underwritten
Security"). If the firm or firms listed in Schedule II hereto include only the
firm or firms listed in Schedule I hereto, then the terms "Underwriters" and
"Representative" shall each be deemed to refer to such firm or firms.
1. The Company represents, warrants and agrees that:
(a) A registration statement (No. 33-49533) and a registration
statement (No. 33- 50631), including a prospectus, with respect to the
Securities have been prepared by the Company in conformity with the
requirements of the Securities Act of 1933, as amended ("Act"), and the
rules and regulations ("Rules and Regulations") of the Securities and
Exchange Commission ("Commission") thereunder and have become
effective. As used in this Agreement, (i) such registration statement
(No. 33-49533) and such registration statement (No. 33-50631), each as
amended and supplemented to the date hereof, are referred to as the
"Initial Registration Statement" and the "Last Registration Statement",
respectively, and singly as a "Registration Statement" and collectively
as the "Registration Statements"; (ii) "Preliminary Prospectus" means
each prospectus (including all documents incorporated therein by
reference) included in the Last Registration Statement, or amendments
or supplements thereof, before it became effective under the Act,
including any prospectus filed with the Commission pursuant to Rule
424(a) of the Rules and Regulations; and (iii) "Prospectus" means the
prospectus included in the Last Registration Statement, including any
preliminary or final prospectus amendment or supplement (including in
each case all documents incorporated therein by reference) specifically
relating to the Underwritten Securities, as filed with the Commission
pursuant to paragraph (b) of Rule 424 of the Rules and
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Regulations. The Commission has not issued any order preventing or
suspending the use of any Prospectus, and no proceedings for such
purposes have been instituted or are pending or, to the knowledge of
the Company, are contemplated by the Commission, and any request on the
part of the Commission for additional information has been complied
with.
(b) The Registration Statements and each Prospectus contain, and
(in the case of any amendment or supplement to any such document, or
any material incorporated by reference in any such document, filed with
the Commission after the date as of which this representation is being
made) will contain at all times during the period specified in
Paragraph 7(c) hereof, all statements which are required by the Act,
the Securities Exchange Act of 1934, as amended ("Exchange Act"), the
Trust Indenture Act of 1939, as amended ("Trust Indenture Act"), and
the rules and regulations of the Commission under such Acts; the
indenture, including any amendments and supplements thereto, pursuant
to which the Underwritten Securities will be issued ("Indenture") will
conform with the requirements of the Trust Indenture Act and the rules
and regulations of the Commission thereunder; and the Registration
Statements and each Prospectus do not, and (in the case of any
amendment or supplement to any such document, or any material
incorporated by reference in any such document, filed with the
Commission after the date as of which this representation is being
made) will not, at any time during the period specified in Paragraph
7(c) hereof, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to
make the statements therein not misleading; provided that the Company
makes no representation or warranty as to information contained in or
omitted from any Registration Statement or any Prospectus in reliance
and based upon information furnished to the Company through the
Representative by or on behalf of any Underwriter, or as to any
statements in or omissions from the Statement of Eligibility of the
Trustee under the Indenture.
(c) The Company is not in violation of its corporate charter or
by-laws or in default under any agreement, indenture or instrument,
except for such defaults that would not result in a material adverse
change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company, whether or not
arising in the ordinary course of business (a "Material Adverse
Effect"); and the execution, delivery and performance of this
Agreement, the Indenture, the Underwritten Securities, the Remarketing
Agreement, to be dated as of December 15, 1997 (the "Remarketing
Agreement"), between the Company and Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated, as remarketing dealer, and any Delayed Delivery
Contracts (as defined in Paragraph 3 hereof) and the consummation of
the transactions contemplated herein, in the Remarketing Agreement and
in the Prospectus (including the issuance and sale of the Underwritten
Securities and the use of the proceeds from the sale thereof as
described in the Prospectus under the caption "Use of Proceeds") have
been duly authorized by all necessary corporate action and do not and
will not conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to, any material
agreement, indenture or instrument to which the
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Company is a party or by which it is bound or to which any of its
property or assets is subject, nor will such action result in a
material violation of the charter or by-laws of the Company or any
order, rule or regulation of any court or governmental agency having
jurisdiction over the Company or its property; and except as required
by the Act, the Trust Indenture Act, the Exchange Act and applicable
state securities laws and except as set forth in Paragraph 1(m) hereof,
no consent, authorization or order of, or filing or registration with,
any court or governmental agency is required for the execution,
delivery and performance of this Agreement, the Delayed Delivery
Contracts, the Indenture and the Remarketing Agreement or the
consummation of the transactions contemplated hereby and thereby.
(d) Except as described in or contemplated by the Registration
Statements and each Prospectus, there has been no Material Adverse
Effect from the dates as of which information is given in the
Registration Statements and each Prospectus.
(e) Coopers & Xxxxxxx, whose report appears in the Company's most
recent Annual Report on Form 10-K which is incorporated by reference in
each Prospectus, are independent accountants as required by the Act and
the Rules and Regulations.
(f) On the Delivery Date (as defined in Paragraph 6 hereof) (i)
the Indenture will have been validly authorized, executed and delivered
by the Company and duly qualified under the Trust Indenture Act and
will constitute the legally binding obligation of the Company, (ii) the
Underwritten Securities will have been validly authorized and executed
and, upon payment therefor as provided in this Agreement, will be
validly issued and outstanding, and will constitute legally binding
obligations of the Company entitled to the benefits of the Indenture,
(iii) the Remarketing Agreement will have been validly authorized,
executed and delivered by the Company and will constitute the legally
binding obligation of the Company and (iv) the Underwritten Securities
and the Indenture will conform to the descriptions thereof contained in
the Prospectus.
(g) This Agreement has been validly authorized, executed and
delivered by the Company.
(h) The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of New York; and the
Company is duly qualified to do business and in good standing as a
foreign corporation in each jurisdiction in which its ownership of
property or conduct of its business requires such qualification, except
where the failure to so qualify would not have a Material Adverse
Effect, and has power and authority necessary to own or hold its
properties, to conduct the business in which it is engaged and to enter
into and perform its obligations under this Agreement.
(i) There is no material action, suit or proceeding before any
court or governmental agency or body, domestic or foreign, now pending,
or, to the knowledge of the Company, threatened, against or affecting
the Company, which is required to be
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disclosed in any Prospectus (other than as disclosed therein), or which
might reasonably be expected to result in a Material Adverse Effect, or
which might reasonably be expected to materially and adversely affect
the properties or assets thereof or the consummation of the
transactions contemplated in this Agreement or the performance by the
Company of its obligations hereunder.
(j) The financial statements filed as part of the Registration
Statements or included in any Preliminary Prospectus present, or (in
the case of any amendment or supplement to any such document, or any
material incorporated by reference in any such document, filed with the
Commission after the date as of which this representation is being
made) will present at all times during the period specified in
Paragraph 7(c) hereof, fairly, the financial condition and results of
operations of the Company, at the dates and for the periods indicated,
and have been, and (in the case of any amendment or supplement to any
such document, or any material incorporated by reference in any such
document, filed with the Commission after the date as of which this
representation is being made) will be at all times during the period
specified in Paragraph 7(c) hereof, prepared in conformity with
generally accepted accounting principles ("GAAP") applied on a
consistent basis throughout the periods involved. The supporting
schedules incorporated by reference in any Prospectus present fairly in
accordance with GAAP the information required to be stated therein. The
pro forma financial statements and the related notes thereto
incorporated by reference in the Registration Statements and any
Prospectus present fairly the information shown therein, have been
prepared in accordance with the Commission's rules and guidelines with
respect to pro forma financial statements and have been properly
compiled on the bases described therein, and the assumptions used in
the preparation thereof are reasonable and the adjustments used therein
are appropriate to give effect to the transactions and circumstances
referred to therein.
(k) The documents incorporated by reference into any Preliminary
Prospectus or Prospectus have been, and (in the case of any amendment
or supplement to any such document, or any material incorporated by
reference in any such document, filed with the Commission after the
date as of which this representation is being made) will be at all
times during the period specified in Paragraph 7(c) hereof, prepared by
the Company in conformity with the applicable requirements of the Act
and Rules and Regulations and the Exchange Act and the rules and
regulations of the Commission thereunder and such documents have been,
or (in the case of any amendment or supplement to any such document, or
any material incorporated by reference in any such document, filed with
the Commission after the date as of which this representation is being
made) will be at all times during the period specified in Paragraph
7(c) hereof, timely filed as required thereby.
(l) There are no contracts or other documents which are required
to be filed as exhibits to the Registration Statements by the Act or by
the Rules and Regulations, or which were required to be filed as
exhibits to any document incorporated by reference in any Prospectus by
the Exchange Act or the rules and regulations of the Commission
thereunder, which have not been filed as exhibits to the Registration
Statements or to
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such document or incorporated therein by reference as permitted by the
Rules and Regulations or the rules and regulations of the Commission
under the Exchange Act as required.
(m) The Company has filed a petition or petitions with the New
Hampshire Public Utilities Commission ("PUC") with respect to the issue
and sale of securities, including the Underwritten Securities. The PUC
has authorized the issue and sale thereof but upon the express
condition that the Company shall have fulfilled certain obligations.
(n) The Company has good and valid title to all or substantially
all of its property, except as otherwise indicated in the Prospectus.
(o) The Company is not, and upon the issuance and sale of the
Underwritten Securities as herein contemplated and the application of
the net proceeds therefrom as described in the Prospectus will not be,
an "investment company" or an entity "controlled" by an "investment
company" as such terms are defined in the Investment Company Act of
1940, as amended (the "1940 Act").
2. Subject to the terms and conditions and in reliance upon the
representations and warranties herein set forth, the Company agrees to sell to
each Underwriter, severally and not jointly, and each Underwriter agrees,
severally and not jointly, to purchase from the Company, at the purchase price
and on the other terms set forth in Schedule I hereto, the principal amount of
the Underwritten Securities set forth opposite its name in Schedule II hereto.
3. Any offer to purchase Underwritten Securities by institutional
investors solicited by the Underwriters for delayed delivery shall be made
pursuant to contracts substantially in the form of Exhibit A attached hereto,
with such changes therein as the Company and the Representative may approve
("Delayed Delivery Contracts"). The Company shall have the right, in its sole
discretion, to approve or disapprove each such institutional investor.
Underwritten Securities which are subject to Delayed Delivery Contracts are
herein sometimes called "Delayed Delivery Underwritten Securities" and
Underwritten Securities which are not subject to Delayed Delivery Contracts are
herein sometimes called "Immediate Delivery Underwritten Securities".
Contemporaneously with the purchase on the Delivery Date by the
Underwriters of the Immediate Delivery Underwritten Securities pursuant to this
Agreement, the Company will pay to the Representative, for the account of the
Underwriters, the compensation specified in Schedule I hereto for arranging the
sale of Delayed Delivery Underwritten Securities. The Underwriters shall have no
responsibility with respect to the validity or performance of any Delayed
Delivery Contracts.
For the purposes of determining the principal amount of Immediate
Delivery Underwritten Securities to be purchased by each Underwriter, there
shall be deducted from the principal amount of Underwritten Securities to be
purchased by such Underwriter as set
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forth in Schedule II hereto that portion of the aggregate principal amount of
Delayed Delivery Underwritten Securities that the principal amount of
Underwritten Securities to be purchased by such Underwriter as set forth in
Schedule II hereto bears to the aggregate principal amount of Underwritten
Securities set forth there to be purchased by all of the Underwriters (in each
case as adjusted by the Representative to avoid fractions of the minimum
principal amount in which the Underwritten Securities may be issued), except to
the extent that the Representative determines, in its discretion, that such
deduction shall be otherwise than in such proportion and so advises the Company.
4. The Company shall not be obligated to deliver any Underwritten
Securities except upon payment for all Immediate Delivery Underwritten
Securities to be purchased pursuant to this Agreement as hereinafter provided.
5. If any Underwriter defaults in the performance of its obligations
under this Agreement, the remaining non-defaulting Underwriters, if any, shall
be obligated to purchase the Immediate Delivery Underwritten Securities which
the defaulting Underwriter agreed but failed to purchase in the respective
proportions which the principal amount of Underwritten Securities set forth in
Schedule II hereto to be purchased by each remaining non-defaulting Underwriter
set forth therein bears to the aggregate principal amount of Underwritten
Securities set forth therein to be purchased by all the remaining non-defaulting
Underwriters; provided that the remaining non-defaulting Underwriters shall not
be obligated to purchase any Immediate Delivery Underwritten Securities if the
aggregate principal amount of Immediate Delivery Underwritten Securities which
the defaulting Underwriter or Underwriters agreed but failed to purchase exceeds
9.09% of the total principal amount of Underwritten Securities, and any
remaining non-defaulting Underwriter shall not be obligated to purchase more
than 110% of the principal amount of Underwritten Securities set forth in
Schedule II hereto to be purchased by it. If the foregoing maximums are
exceeded, the remaining non-defaulting Underwriters, or those other underwriters
satisfactory to the Representative who so agree, shall have the right, but shall
not be obligated, to purchase, in such proportion as may be agreed upon among
them, all the Immediate Delivery Underwritten Securities. If the remaining
Underwriters or other underwriters satisfactory to the Representative do not
elect to purchase the Immediate Delivery Underwritten Securities which the
defaulting Underwriter or Underwriters agreed but failed to purchase, this
Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or the Company, except that the Company will continue to be liable
for the payment of expenses as set forth in Paragraph 7(k) hereof.
Nothing contained in this Paragraph 5 shall relieve a defaulting
Underwriter of any liability it may have to the Company for damages caused by
its default. If other underwriters are obligated or agree to purchase the
Immediate Delivery Underwritten Securities of a defaulting or withdrawing
Underwriter, either the Representative or the Company may postpone the Delivery
Date for up to seven full business days in order to effect any changes that in
the opinion of counsel for the Company or counsel for the Underwriters may be
necessary in the Registration Statements, any Prospectus or in any other
document or arrangement.
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6. Delivery of and payment for the Immediate Delivery Underwritten
Securities shall be made at such address, date and time as may be specified in
Schedule I hereto. This date and time are sometimes referred to as the "Delivery
Date". On the Delivery Date the Company shall deliver the Immediate Delivery
Underwritten Securities to The Depository Trust Company, on behalf of the
Representative, for the account of each Underwriter against payment to the
Company by wire transfer of immediately available funds to a bank account
designated by the Company. Time shall be of the essence, and delivery at the
time and place specified pursuant to this Agreement is a further condition of
the obligation of each Underwriter hereunder. Upon delivery, the Immediate
Delivery Underwritten Securities shall be in registered form and in such
denominations as may be set forth on Schedule I hereto. The certificates
representing the Immediate Delivery Underwritten Securities shall be registered
in the name of Cede & Co. and shall be made available for inspection by the
Representative in New York, New York not later than 2:00 P.M., local time, on
the business day prior to the Delivery Date.
7. The Company agrees:
(a) To furnish promptly to the Representative and to counsel for
the Underwriters a conformed copy of each Registration Statement as
originally filed and each amendment or supplement thereto filed prior
to the date hereof or relating to or covering the Underwritten
Securities, and a copy of each Prospectus filed with the Commission,
including all documents incorporated therein by reference and all
consents and exhibits filed therewith;
(b) To deliver promptly to the Representative such reasonable
number of the following documents as the Representative may request:
(i) conformed copies of the Registration Statements (excluding exhibits
other than the computation of the ratio of earnings to fixed charges,
the Indenture and this Agreement), (ii) each Prospectus and (iii) any
documents incorporated by reference in the Prospectus;
(c) During such period following the date hereof as, in the
opinion of counsel for the Underwriters, any Prospectus is required by
law to be delivered, to comply with the Act, the Exchange Act, the
Trust Indenture Act and the rules and regulations under each thereof,
so as to permit the completion of the distribution of the Underwritten
Securities as contemplated in this Agreement and in each Prospectus. If
at any time when a prospectus is required by the Act to be delivered in
connection with sales of the Underwritten Securities, any event shall
occur or condition shall exist as a result of which it is necessary, in
the reasonable opinion of counsel for the Underwriters or for the
Company, to amend any Registration Statement or amend or supplement any
Prospectus in order that such Prospectus will not include any untrue
statements of a material fact or omit to state a material fact
necessary in order to make the statements therein not misleading in the
light of the circumstances existing at the time it is delivered to a
purchaser, or if it shall be necessary, in the opinion of such counsel,
at any such time to amend any Registration Statement or amend or
supplement any Prospectus in order to comply with the requirements of
the Act or the Rules and Regulations, the Company will promptly prepare
and file with the
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Commission, subject to Paragraph (d) below, such amendment or
supplement as may be necessary to correct such statement or omission or
to make any such Registration Statement or any such Prospectus comply
with such requirements, and the Company will furnish to the
Underwriters such number of copies of such amendment or supplement as
the Underwriters may reasonably request.
(d) Prior to filing with the Commission during the period referred
to in (c) above (i) any amendment or supplement to any Registration
Statement, (ii) any Prospectus or any amendment or supplement thereto
or (iii) any document incorporated by reference in any of the foregoing
or any amendment or supplement to such incorporated document, to
furnish a copy thereof to the Representative and to counsel for the
Underwriters and not to file any document that shall have been
disapproved by the Representative;
(e) To advise the Representative promptly (i) when any
post-effective amendment to any Registration Statement relating to or
covering the Underwritten Securities becomes effective or any
supplement to any Prospectus shall have been filed, (ii) of any
comments from the Commission or any request or proposed request by the
Commission for an amendment or supplement to any Registration Statement
(insofar as the amendment or supplement relates to or covers the
Underwritten Securities), to any Prospectus, to any document
incorporated by reference in any of the foregoing or for any additional
information, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of any Registration Statement or any order
directed to any Prospectus or any document incorporated therein by
reference or the initiation or threat of any stop order proceeding or
of any challenge to the accuracy or adequacy of any document
incorporated by reference in any Prospectus, (iv) of receipt by the
Company of any notification with respect to the suspension of the
qualification of the Underwritten Securities for sale in any
jurisdiction or the initiation or threat of any proceeding for that
purpose and (v) of the happening of any event which makes untrue any
statement of a material fact made in any Registration Statement
(insofar as such Registration Statement relates to or covers the
Underwritten Securities) or any Prospectus or which requires the making
of a change in any Registration Statement or any Prospectus in order to
make any material statement therein not misleading;
(f) If, during the period referred to in (c) above, the Commission
shall issue a stop order suspending the effectiveness of any
Registration Statement, to make every reasonable effort to obtain the
lifting of that order at the earliest possible time;
(g) As soon as practicable, to make generally available to its
security holders and to deliver to the Representative an earnings
statement, conforming with the requirements of Section 11(a) of the
Act, covering a period of at least twelve months beginning after the
latest of (i) the most recent effective date of the registration
statement relating to part of the Underwritten Securities, (ii) the
effective date of the most recent post-effective amendment to the Last
Registration Statement that became effective prior to the date of this
Agreement and (iii) the date of the Company's most
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recent Annual Report on Form 10-K filed with the Commission prior to
the date of this Agreement.
(h) So long as any of the Underwritten Securities are outstanding,
to furnish to the Representative copies of all reports and financial
statements furnished by the Company to each securities exchange on
which securities issued by the Company may be listed pursuant to
requirements of or agreements with such exchange or to the Commission
pursuant to the Exchange Act or any rule or regulation of the
Commission thereunder;
(i) To endeavor to qualify the Underwritten Securities for offer
and sale under the securities laws of such jurisdictions as the
Representative may reasonably request and to maintain such
qualifications in effect for as long as may be required for the
distribution of the Underwritten Securities; provided, however, that
the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a
dealer in securities in any jurisdiction in which it is not so
qualified or to subject itself to taxation in respect of doing business
in any jurisdiction in which it is not otherwise so subject;
(j) To use its best efforts to obtain the listing of the
Underwritten Securities on the securities exchange, if any, set forth
on Schedule I ("Stock Exchange") on or prior to the Delivery Date and
to cause such listing to be continued so long as any amount of the
Securities remains outstanding; to furnish from time to time any and
all documents, instruments, information and undertakings that may be
necessary in order to effect such listing; and to maintain the same
until none of the Underwritten Securities is outstanding or until such
time as payment of principal of and premium, if any, and interest on
all the Underwritten Securities has been duly provided for, whichever
is earlier; provided that if the Company can no longer reasonably
maintain such listing, the Company shall use its best efforts to obtain
and maintain the quotation for, or listing of, the Underwritten
Securities on such other securities exchange or exchanges as the
Company may, with the approval of the Representative, determine;
(k) To pay the costs incident to the authorization, issuance, sale
and delivery of the Underwritten Securities and any taxes payable in
that connection; the costs incident to the preparation, printing and
filing under the Act of the Registration Statements and any amendments,
supplements and exhibits thereto; the costs incident to the
preparation, printing and filing of any document and any amendments and
exhibits thereto required to be filed by the Company under the Exchange
Act; the costs of distributing the Registration Statements as
originally filed and each amendment and post-effective amendment
thereof (including exhibits), any Preliminary Prospectus, each
Prospectus and any documents incorporated by reference in any of the
foregoing documents; the costs of printing this Agreement and the
Delayed Delivery Contracts, if any; the fees and disbursements of the
Company's counsel, accountants and other advisors; the fees and
expenses of the Trustee, including the fees and disbursements of
counsel for the Trustee in connection with the Indenture and
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the Underwritten Securities, to the extent the Trustee or its counsel,
as the case may be, requires reimbursement thereof; the costs of any
filings with the National Association of Securities Dealers, Inc.; fees
paid to rating agencies in connection with the rating of the
Securities, including the Underwritten Securities; the fees and
expenses of qualifying the Underwritten Securities under the securities
laws of the several jurisdictions as provided in this Paragraph and of
preparing and printing a Blue Sky Memorandum (including fees of counsel
to the Underwriters); the cost of listing the Underwritten Securities
on the Stock Exchange; and all other costs and expenses incident to the
performance of the Company's obligations under this Agreement; provided
that, except as provided in this Paragraph and in Paragraph 11 hereof,
the Underwriters shall pay their own costs and expenses, including the
fees and expenses of their counsel, any transfer taxes on the
Underwritten Securities which they may sell and the expenses of
advertising any offering of the Underwritten Securities made by the
Underwriters;
(l) Until the termination of the offering of the Underwritten
Securities, to timely file all documents, and any amendments to
previously filed documents, required to be filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act; and
(m) During the period beginning on the date hereof and continuing
to the Delivery Date, without the consent of the Representative, not to
offer, sell, contract to sell or otherwise dispose of any debt
securities of the Company with maturities longer than one year, other
than the Underwritten Securities to the Underwriters.
8. (a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) or the omission or alleged
omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out
of any untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus or Prospectus (or any amendment
or supplement thereto), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided
that (subject to
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Paragraph 8(d) below) any such settlement is effected with the written
consent of the Company; and
(iii) against any and all expense whatsoever, as incurred
(including the fees and disbursements of outside counsel chosen by the
Representative), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such
expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through the Representative expressly for use in any Registration
Statement (or any amendment thereto) or any Preliminary Prospectus or Prospectus
(or any amendment or supplement thereto).
(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed any Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Paragraph 8, as incurred, but only with respect to
untrue statements or omissions, or alleged untrue statements or omissions, made
in any Registration Statement (or any amendment thereto) or any Preliminary
Prospectus or Prospectus (or any amendment or supplement thereto) in reliance
upon and in conformity with written information furnished to the Company by such
Underwriter through the Representative expressly for use in any Registration
Statement (or any amendment thereto) or such Preliminary Prospectus or
Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to Paragraph 8(a) above, counsel to the indemnified parties shall be
selected by the Representative, and, in the case of parties indemnified pursuant
to Paragraph 8(b) above, counsel to the indemnified parties shall be selected by
the Company. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties 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.
No indemnifying party shall, without the prior written consent
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of the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Paragraph 8 (whether or not the indemnified parties are actual or
potential parties thereto), unless such settlement, compromise or consent (i)
includes an unconditional release of each indemnified party from all liability
arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure
to act by or on behalf of any indemnified party.
(d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.
(e) If the indemnification provided for in this Paragraph 8 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Underwritten Securities
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and of the Underwriters on the
other hand in connection with the statements or omissions which resulted in such
losses, liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the
Underwritten Securities pursuant to this Agreement shall be deemed to be in the
same respective proportions as the total net proceeds from the offering of the
Underwritten Securities pursuant to this Agreement (before deducting expenses)
received by the Company and the total underwriting discount received by the
Underwriters, bear to the aggregate initial offering price of the Underwritten
Securities.
The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such 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 the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
13
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Paragraph 8(e) were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Paragraph 8(e). The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Paragraph 8(e) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.
Notwithstanding the provisions of this Paragraph 8(e), no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Underwritten Securities underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
any such 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 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
For purposes of this Paragraph 8(e), each person, if any, who controls
an Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed any
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Paragraph 8(e) are several
in proportion to the principal amount of Underwritten Securities set forth
opposite their respective names in Schedule II hereto and not joint.
(f) The indemnity agreements contained in this Paragraph and the
representations, warranties and agreements of the Company in Paragraph 1 and
Paragraph 7 hereof shall survive the delivery of the Underwritten Securities and
shall remain in full force and effect, regardless of any termination or
cancellation of this Agreement or any investigation made by or on behalf of any
indemnified party.
9. (a) The Representative may terminate this Agreement, by notice to
the Company, at any time at or prior to the delivery of and payment for the
Immediate Delivery Underwritten Securities, (i) if there has been, since the
time of execution of this Agreement or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Company, whether or not arising in the ordinary course
of business, the effect of which is such as to make it, in the judgment of the
Representative, impracticable
14
to market the Underwritten Securities or to enforce contracts for the sale of
the Underwritten Securities, or (ii) if there has occurred any material adverse
change in the financial markets in the United States, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representative, impracticable to
market the Underwritten Securities or to enforce contracts for the sale of the
Underwritten Securities, or (iii) if trading in any securities of the Company or
Xxxx Atlantic Corporation has been suspended or materially limited by the
Commission, or if trading generally on the American Stock Exchange or the New
York Stock Exchange or in the Nasdaq National Market has been suspended or
materially limited, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices have been required, by any of said exchanges or by
such system or by order of the Commission, the National Association of
Securities Dealers, Inc. or any other governmental authority, or (iv) if a
banking moratorium has been declared by either Federal or New York authorities.
(b) If this Agreement is terminated pursuant to this Paragraph 9, such
termination shall be without liability of any party to any other party except as
provided in Paragraph 11 hereof, and provided further that Paragraphs 1 and 8
shall survive such termination and remain in full force and effect.
10. The respective obligations of the Underwriters under the Agreement
with respect to the Underwritten Securities are subject to the accuracy, on the
date hereof and on the Delivery Date, of the representations and warranties of
the Company contained herein, to performance by the Company of its obligations
hereunder, and to each of the following additional terms and conditions
applicable to the Underwritten Securities.
(a) At or before the Delivery Date, no stop order suspending the
effectiveness of any Registration Statement nor any order directed to
any document incorporated by reference in any Prospectus shall have
been issued and prior to that time no stop order proceeding shall have
been initiated or threatened by the Commission and no challenge shall
have been made to the accuracy or adequacy of any document incorporated
by reference in any Prospectus; any request of the Commission for
inclusion of additional information in any Registration Statement or
any Prospectus or otherwise shall have been complied with; and after
the date hereof the Company shall not have filed with the Commission
any amendment or supplement to any Registration Statement or any
Prospectus (or any document incorporated by reference therein) that
shall have been disapproved by the Representative.
(b) No Underwriter shall have discovered and disclosed to the
Company on or prior to the Delivery Date that any Registration
Statement or any Prospectus contains an untrue statement of a fact
which, in the opinion of counsel for the Underwriters, is material or
omits to state a fact which, in the opinion of such counsel, is
material and is required to be stated therein or is necessary to make
the statements therein not misleading.
15
(c) All corporate proceedings and other legal matters incident to
the authorization, form and validity of this Agreement, the
Underwritten Securities, the Indenture and the Remarketing Agreement
and the form of the Registration Statements, each Prospectus (other
than financial statements and other financial data) and all other legal
matters relating to this Agreement and the transactions contemplated
hereby shall be satisfactory in all respects to Xxxxxxx Xxxxxxx &
Xxxxxxxx, counsel for the Underwriters, and the Company shall have
furnished to such counsel all documents and information that such
counsel may reasonably request to enable it to pass upon such matters.
(d) The General Counsel of the Company shall have furnished to the
Representative his opinion addressed to the Underwriters and dated the
Delivery Date, as General Counsel of the Company, to the effect that:
(i) The Company has been duly incorporated
and is validly existing and in good standing under the laws of the
State of New York;
(ii) The Company is duly qualified to do
business and is in good standing as a foreign corporation in all
jurisdictions in which its ownership of property or the conduct of
its business requires such qualification (except where the failure
to so qualify would not have a Material Adverse Effect), and has
all power and authority necessary to own its properties and
conduct the business in which it is engaged as described in the
Prospectus;
(iii) The Indenture has been duly authorized,
executed and delivered by the Company and duly qualified under the
Trust Indenture Act and, assuming due authentication, execution
and delivery by the Trustee, constitutes a valid and legally
binding instrument of the Company enforceable in accordance with
its terms; and the Remarketing Agreement has been duly authorized,
executed and delivered by the Company and constitutes a valid and
legally binding instrument of the Company enforceable in
accordance with its terms;
(iv) The Immediate Delivery Underwritten
Securities have been duly authorized, executed and issued by the
Company and, assuming due authentication thereof by the Trustee
and upon payment and delivery in accordance with this Agreement,
will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms and entitled to
the benefits of the Indenture;
(v) The Delayed Delivery Underwritten
Securities, if any, have been duly authorized and, when duly
executed and issued by the Company and, assuming due
authentication thereof by the Trustee and upon payment and
delivery by the respective purchasers thereof in accordance with
the terms of the related Delayed Delivery Contracts, will
constitute valid and legally binding obligations of the Company,
enforceable in accordance with their terms and entitled to the
benefits of the Indenture;
16
(vi) The Delayed Delivery Contracts, if any,
have been duly authorized, executed and delivered by the Company
and, assuming due authorization, execution and delivery by the
purchasers thereunder, are valid and legally binding obligations
of the parties thereto;
(vii) The statements made in each Prospectus
under the caption "Description of Securities" (or a comparable
caption), insofar as they purport to constitute summaries of the
documents referred to therein, constitute accurate summaries of
the terms of such documents in all material respects;
(viii) Each Registration Statement is effective
under the Act and, to the knowledge of such counsel, no stop order
suspending its effectiveness has been issued and no proceeding for
that purpose is pending or threatened by the Commission;
(ix) No order issued by the Commission directed
to any document incorporated by reference in any Prospectus has
been issued and, to the knowledge of such counsel, no challenge
has been made by the Commission to the accuracy or adequacy of any
such document;
(x) Such counsel does not know of any
litigation or any governmental proceeding pending or threatened
against the Company which would affect the subject matter of this
Agreement or is required to be disclosed in any Prospectus
(including the documents incorporated by reference therein) which
is not disclosed and correctly summarized therein;
(xi) To the best of such counsel's knowledge,
the Company is not in violation of its corporate charter or
by-laws, or in default under any material agreement, indenture or
instrument;
(xii) This Agreement has been duly authorized,
executed and delivered by the Company;
(xiii) The execution, delivery and performance of
this Agreement and the Delayed Delivery Contracts, if any, and
compliance by the Company with the provisions of the Underwritten
Securities and the Indenture will not conflict with, or result in
the creation or imposition of any lien, charge or encumbrance upon
any of the assets of the Company pursuant to the terms of, or
constitute a default under, any agreement, indenture or instrument
known to such counsel, or result in a violation of the corporate
charter or by-laws of the Company or, to the best of such
counsel's knowledge, any order, rule or regulation of any court or
governmental agency having jurisdiction over the Company or its
property;
17
(xiv) All legally required proceedings in
connection with the authorization, issue and validity of the
Underwritten Securities and the sale of the Underwritten
Securities by the Company in accordance with this Agreement have
been taken, and all legally required orders, consents or other
authorizations or approvals of the PUC and of any other public
boards or bodies have been obtained; and
(xv) The Company is not an "investment company"
or an entity "controlled" by an "investment company," as such
terms are defined in the 1940 Act.
In giving such opinion, such counsel may rely on the opinion of local
counsel satisfactory to counsel for the Underwriters as to matters of Maine, New
Hampshire, Rhode Island and Vermont law. In giving such opinion, such counsel
need not express any opinion regarding any order, consent or other authorization
or approval which may be legally required pursuant to any state securities law.
Such counsel may state that the opinions set forth in paragraphs (iii),
(iv), (v) and (vi) above are subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors, rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.
Such opinion shall also state that the Registration Statements and each
Prospectus as of their respective effective and issue dates complied as to form
in all material respects with the requirements of the Act and the Trust
Indenture Act and the rules and regulations of the Commission under said Acts
(except that no opinion need be expressed as to the financial statements and
other financial data contained herein) and each document incorporated by
reference in each Prospectus as filed under the Exchange Act complied when so
filed as to form in all material respects with the applicable requirements of
the Exchange Act and the rules and regulations of the Commission thereunder
(except that no opinion need be expressed as to the financial statements and
other financial data contained therein).
Such opinion shall also contain a statement that such counsel has no
reason to believe that (i) any Registration Statement, on the date it became
effective (or, with respect to such Registration Statement, if the Company has
filed an Annual Report on Form 10-K since its effective date, the date of the
Company's most recent Annual Report on Form 10-K), contained an untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading, or
(ii) the Prospectus, as of its date and as of the Delivery Date, contains an
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading.
(e) At the Delivery Date, there shall not have been, since the date
hereof or since the respective dates as of which information is given in the
Prospectus, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business
18
prospects of the Company, whether or not arising in the ordinary course of
business, and the Representative shall have received a certificate of the
Chairman of the Board, the President, the Chief Financial Officer or a Vice
President of the Company, and the Treasurer or an Assistant Treasurer of the
Company, dated the Delivery Date, to the effect that (i) there has been no such
material adverse change, (ii) the representations and warranties in Paragraph 1
hereof are true and correct with the same force and effect as though expressly
made at and as of the Delivery Date, (iii) the Company has complied with all
agreements and satisfied all conditions on its part to be performed or satisfied
at or prior to the Delivery Date, and (iv) no stop order suspending the
effectiveness of any Registration Statement has been issued and no proceedings
for that purpose have been instituted or are pending or are contemplated by the
Commission.
(f) Xxxxxxx Xxxxxxx & Xxxxxxxx shall have furnished to the
Representative its opinion, addressed to the Underwriters and dated the Delivery
Date, to the effect that, subject to the qualifications and limitations stated
therein and in the Prospectus, the statements set forth in the Prospectus under
the caption "Certain United States Federal Income Tax Considerations," insofar
as they purport to constitute summaries of matters of United States federal tax
law and regulations or legal conclusions with respect thereto, constitute
accurate summaries of the matters described therein in all material respects.
(g) If Underwritten Securities in bearer form are being delivered by
the Company on the Delivery Date in a jurisdiction other than the United States,
the Company shall have furnished to the Representative such legal opinion or
opinions as the Representative may reasonably request addressed to the
Underwriters and dated the Delivery Date, with respect to matters relating to
the offering, sale and delivery of the Underwritten Securities in such
jurisdiction.
(h) The Company shall have furnished to the Representative (i) a letter
of Coopers & Xxxxxxx, addressed to the Underwriters and dated the date hereof of
the type described in the American Institute of Certified Public Accountants'
Statement on Auditing Standards No. 72 and covering such specified financial
statement items as counsel for the Underwriters may reasonably have requested
and (ii) a letter of Coopers & Xxxxxxx, addressed to the Underwriters and dated
the Delivery Date, 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 days prior to the date of such letter), the conclusions and
findings of such firm with respect to the financial information and other
matters covered by its letter referred to in subclause (i) above, confirming in
all material respects the conclusions and findings set forth in such prior
letter.
(i) Xxxxxxx Xxxxxxx & Xxxxxxxx shall have furnished to the
Representative its opinion addressed to the Underwriters and dated the Delivery
Date, as counsel for the Underwriters, covering the matters set forth in
Paragraph 10(d), except clauses (ii), (viii), (ix), (x), (xi) and (xiii)
thereof.
(j) The PUC shall have granted authorization, and on the Delivery Date
such authorization shall be in full force and effect, permitting the issuance
and sale of the
19
Underwritten Securities upon the terms and conditions hereunder set forth or
contemplated and containing no provision unacceptable to the Underwriters.
(k) The Underwritten Securities shall have been accepted for listing on
the Stock Exchange (if any), subject to official notice of issuance.
(l) At the Delivery Date, the Underwritten Securities shall be rated at
least "Aa2" by Moody's Investor's Service Inc., "AA" by Standard & Poor's
Ratings Group, a division of XxXxxx-Xxxx, Inc., and "AA" by Duff & Xxxxxx Credit
Rating Co., and the Company shall have delivered to the Representative a letter
dated the Delivery Date, from each such rating agency, or other evidence
satisfactory to the Representative, confirming that the Underwritten Securities
have such ratings; and since the date of this Agreement, there shall not have
occurred a downgrading in the rating assigned to the Underwritten Securities or
any of the Company's other debt securities by any such rating agency, and no
such rating agency shall have publicly announced that it has withdrawn or has
put under surveillance or review with negative implications, including putting
on what is commonly termed a "watch list," its rating of the Underwritten
Securities or any of the Company's other debt securities.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance satisfactory to counsel
for the Underwriters.
11. If the Company shall fail to tender the Immediate Delivery
Underwritten Securities for delivery to the Underwriters for any reason
permitted under this Agreement, or if the Underwriters shall decline to purchase
the Immediate Delivery Underwritten Securities for any reason permitted under
this Agreement (other than pursuant to Paragraph 5 hereof). the Company shall
reimburse the Underwriters for reasonable fees and expenses of their counsel and
for such other out-of-pocket expenses as shall have been incurred by them in
connection with this Agreement and the proposed purchase of Immediate Delivery
Underwritten Securities and the solicitation of any purchases of the Delayed
Delivery Underwritten Securities, and upon demand the Company shall pay the full
amount thereof to the Representative. If this Agreement is terminated pursuant
to Paragraph 5 hereof by reason of the default of one or more Underwriters, the
Company shall not be obligated to reimburse any defaulting Underwriter on
account of those expenses.
12. The Company shall be entitled to act and rely upon any request,
consent, notice or agreement by, or on behalf of, the Representative. Any notice
by the Company to the Underwriters shall be sufficient if given in writing or by
telegraph addressed to the Representative at its address set forth in Schedule I
hereto, and any notice by the Underwriters to the Company shall be sufficient if
given in writing or by telegraph addressed to the Company at 000 Xxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention of the Treasurer.
13. This Agreement shall be binding upon the Underwriters, the Company,
and their respective successors. This Agreement and the terms and provisions
hereof are for the sole benefit of only those persons, except that (a) the
representations, warranties, indemnities and agreements of the Company contained
in this Agreement shall also be deemed to be for the
20
benefit of the person or persons, if any, who control any Underwriter within the
meaning of Section 15 of the Act, and (b) the indemnity agreement of the
Underwriters contained in Paragraph 8 hereof shall be deemed to be for the
benefit of directors of the Company, officers of the Company who have signed any
Registration Statement and any person controlling the Company. Nothing in this
Agreement is intended or shall be construed to give any person, other than the
persons referred to in this Paragraph, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision contained herein.
14. For purposes of this Agreement, "business day" means any day on
which the New York Stock Exchange, Inc. is open for trading.
15. This Agreement shall be governed by and construed in accordance
with the laws of New York.
21
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this Agreement shall represent a binding agreement among the Company and the
several Underwriters.
Very truly yours,
NEW ENGLAND TELEPHONE AND
TELEGRAPH COMPANY
By /s/ Xxxx X. Xxxxx
-----------------
Title: Treasurer
The foregoing Agreement is hereby confirmed
and accepted as of the date first
above written.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By /s/ Xxxxx Xxxxxxxxxx
--------------------
Authorized Signatory
For itself and as Representative of the other Underwriters named in Schedule II
to the foregoing Agreement.
SCHEDULE I
Underwriting Agreement dated December 10, 1997.
Registration Statement Nos. 33-49533 and 33-50631.
Representatives and Addresses: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxx Xxxxx
Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000.
Underwritten Securities
Designation: 6.30% MandatOry Par Put Remarketed
Securities(sm)
("MOPPRS(sm)") due
December 16, 2012.
Principal amount: $175,000,000.
Indenture: Indenture dated as of October 1, 1992, from
New England Telephone and Telegraph
Company to State Street Bank and Trust
Company, as successor Trustee.
Date of Maturity: December 16, 2012.
Interest Rate: 6.30% per annum to December 16, 2002 (and
thereafter the rate determined in accordance
with the procedures set forth in the
Prospectus under the caption headed
"Description of the MOPPRS-Tender of
MOPPRS; Remarketing"), payable June 16
and December 16 of each year, commencing
June 16, 1998, to holders of record at the
close of business on June 1 or December 1
prior to the payment date.
Purchase Price: 102.88% of the principal amount thereof.
Redemption Provisions: As set forth in the Prospectus under the
caption headed "Description of the MOPPRS-
Redemption."
Authorized Denominations: $1,000 and integral multiples thereof.
2
Stock Exchange Listing: None.
Delivery Date, Time and Location: December 15, 1997 at 10 a.m. at the offices
of Xxxxxxx Xxxxxxx & Xxxxxxxx, 000
Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000.
SCHEDULE II
Principal
Amount of
Underwritten
Name of Underwriter Securities
------------------- ----------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated .................................................. $175,000,000
175,000,000
------------
Total $175,000,000
============
