GTE CORPORATION
PURCHASE AGREEMENT
GTE Corporation, a New York corporation ("GTE"), proposes to
issue and sell $ ,000,000 aggregate principal amount of
(the "New Securities"). Subject to the terms and conditions set
forth or incorporated by reference herein, GTE agrees to sell,
and the purchasers named in Schedule A attached hereto (the
"Purchasers"), agrees to purchase agree to purchase, the New
Securities at
% of their principal amount plus accrued interest, if any,
from
, 199 to the date of payment for the New Securities and
delivery thereof. Interest on the New Securities will be payable
on and
, commencing . The New Securities will
be reoffered to the public at % of their principal
amount.
All the provisions contained in GTE's Standard Purchase
Agreement Provisions (October 1995 Edition) (the "Standard
Purchase Agreement Provisions") annexed hereto shall be deemed to
be a part of this Purchase Agreement to the same extent as if
such provisions had been set forth in full herein.
REDEMPTION PROVISIONS:
[The New Securities will not be redeemable prior to
maturity.]
OR
[The redemption price applicable to redemptions to and
including (the "initial regular redemption price") will be
the initial public offering price as defined below plus the rate
of interest on the New Securities; the redemption price during
the twelve month period beginning and during the
twelve month periods beginning on each thereafter
through the twelve month period ended will be
determined by reducing the initial regular redemption price by an
amount determined by multiplying (a) 1/ of the amount by which
such initial regular redemption price exceeds 100% by (b) the
number of such full twelve month periods which shall have elapsed
between , and the date fixed for redemption; and
thereafter the redemption prices during the twelve month periods
beginning ________, shall be 100%; provided, however, that
all such prices will be specified to the nearest 0.01% or if
there is no nearest 0.01%, then to the next higher 0.01%.
For the purpose of determining the redemption prices of the
New Securities, the initial public offering price of the New
Securities shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which the
New Securities are to be initially offered for sale to the
public; if there is not a public offering of the New Securities,
the initial public offering price of the New Securities shall be
deemed to be the price, expressed in percentage of principal
amount (exclusive of accrued interest), to be paid to GTE by the
Purchasers.
None of the New Securities may be called for redemption at
the option of GTE prior to if such redemption is for
the purpose or in anticipation of refunding any New Securities by
the application, directly or indirectly, of funds borrowed by GTE
at an annual cost of money (calculated in accordance with
generally accepted financial practice) less than the annual cost
of money to GTE resulting from the sale of the New Securities to
the Purchasers. (If Applicable)]
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SINKING FUND PROVISIONS:
(If Applicable)
CLOSING:
The Purchasers agree to pay for the New Securities in New
York Clearing House (next day) funds upon delivery of such New
Securities at (New York City time) on , 199
(the "Closing Date") or at such other time, not later than the
seventh full business day thereafter as shall be agreed upon by
GTE and the Purchasers or the firm or firms designated as the
representative or representatives, as the case may be, of the
Purchasers (the "Representative").
DENOMINATION OF NEW SECURITIES:
[The New Securities shall be in the form of temporary or
definitive fully-registered New Securities in denominations of
One Thousand Dollars ($1,000) or any integral multiple thereof,
registered in such names as the Purchasers or the Representative
shall request not less than two business days before the Closing
Date. GTE agrees to make the New Securities available to the
Purchasers or the Representative for inspection at the office of
The Bank of New York, New York, New York, at least twenty-four
hours prior to the time fixed for the delivery of the New
Securities on the Closing Date.]
OR
[The New Securities shall be in the form of temporary or
definitive fully-registered New Securities in denominations as
GTE may determine (if other than U.S. $1,000) and denominated in
such foreign currency or composite currency as GTE may determine,
registered in such names as the Purchasers or the Representative
shall request not less than two business days before the Closing
Date. GTE agrees to make the New Securities available to the
Purchasers or the Representative for inspection at the office of
The Bank of New York, New York, New York, at least twenty-four
hours prior to the time fixed for the delivery of the New
Securities on the Closing Date.]
OR
[The New Securities shall be in the form of a Global
Security which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the New
Securities and shall be registered in the name of (name of
depository) or its nominee. GTE agrees to make the New
Securities available to the Purchasers or the Representative for
inspection at the office of (name and address of depository), at
least twenty-four hours prior to the time fixed for the delivery
of the New Securities on the Closing Date.]
RESALE:
[The Purchasers represent that they intend to resell the New
Securities, and therefore the provisions applicable to Reselling
Purchasers in the Standard Purchase Agreement Provisions will be
applicable.]
OR
[The Purchasers represent that they do not intend to resell
the New Securities, and therefore the provisions applicable to
Reselling Purchasers in the Standard Purchase Agreement
Provisions will not be applicable.]
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In witness whereof, the parties have executed this Purchase
Agreement this day of , 199 .
(Name of Purchasers or
Representative)
By
Title:
GTE CORPORATION
By
Title:
P:S-3:19
2
SCHEDULE A
The names of the Purchasers and the principal amount of New
Securities which each respectively offers to purchase are as
follows:
Principal Amount
Name of New Securities
$
Total................... $ ,000,000
GTE CORPORATION
STANDARD PURCHASE AGREEMENT PROVISIONS
(October 1995 Edition)
GTE Corporation, a New York corporation ("GTE"), may enter
into one or more purchase agreements providing for the sale of
designated securities to the purchaser or purchasers named
therein (the "Purchasers"). The standard provisions set forth
herein will be incorporated by reference in any such purchase
agreement ("Purchase Agreement"). The Purchase Agreement,
including these Standard Purchase Agreement Provisions
incorporated therein by reference, is hereinafter referred to as
"this Agreement." Unless otherwise defined herein, terms used in
this Agreement that are defined in the Purchase Agreement have
the meanings set forth therein.
I. SALE OF THE SECURITIES
GTE proposes to issue one or more series of securities (the
"Securities") pursuant to the provisions of an Indenture dated as
of October 1, 1995 between GTE and The Bank of New York, as
Trustee (the "Indenture"). Pursuant to supplemental indentures
supplementing and/or amending the aforementioned Indenture, GTE
will designate the title of each series, aggregate principal
amount, date or dates of maturity, dates for payment and rate of
interest, redemption dates, prices, obligations and restrictions,
if any, and any other terms with respect to each such series.
GTE has filed with the Securities and Exchange Commission
(the "Commission") registration statement No. 33- relating
to $900,000,000 of GTE's securities registered thereunder and
$600,000,000 of GTE's securities registered under Registration
Statement No. 33-40247 (the amounts remaining unsold thereunder
from time to time, collectively, the "Securities"), including a
prospectus which, pursuant to Rule 429, of the Securities Act of
1933, as amended (the "Act"), relates to the Securities, and has
filed with, or transmitted for filing to, the Commission (or will
promptly after the sale so file or transmit for filing) a
prospectus supplement specifically relating to a particular
series of Securities (such particular series being hereinafter
referred to as the "New Securities") pursuant to Rule 424(b)
under the Act ("Rule 424(b)"). The term "Registration Statement"
means the registration statements referred to herein as amended
to the date of the Purchase Agreement. The term "Basic
Prospectus" means the prospectus relating to the Securities filed
with Registration Statement No. 33- . The term "Prospectus"
means the Basic Prospectus together with the prospectus
supplement specifically relating to the New Securities, as filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b). As used herein, the terms "Registration Statement",
"Basic Prospectus", and "Prospectus" shall include in each case
the material, if any, incorporated by reference therein.
II. PURCHASER'S REPRESENTATIONS AND RESALE
Each Purchaser represents and warrants that information
furnished in writing to GTE expressly for use with respect to the
New Securities will not contain any untrue statement of a
material fact and will not omit any material fact in connection
with such information necessary to make such information not
misleading.
If the Purchasers advise GTE in the Purchase Agreement that
they intend to resell the New Securities, GTE will assist the
Purchasers as hereinafter provided. The terms of any such
resale will be furnished to GTE in writing and will be set forth
in the Prospectus. The provisions of Paragraphs D and E of
Article VI and Articles VIII, IX and X of this Agreement apply
only to Purchasers that have advised GTE of their intention to
resell the New Securities ("Reselling Purchasers"). All other
provisions apply to any Purchaser including a Reselling
Purchaser.
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III. CLOSING
The closing will be held at the office of GTE Service
Corporation, 0xx Xxxxx, Xxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx
00000 on the Closing Date. Concurrent with the delivery of the
New Securities to the Purchasers or to the Representative for the
account of each Purchaser, payment of the full purchase price of
the New Securities shall be made by the Purchasers or the
Representative by certified or official bank check or checks in
New York Clearing House (next day) funds, payable to GTE or its
order, at The Bank of New York, One Wall Street, New York, New
York, Attention: Corporate Trust Department. Upon notification
to GTE of receipt of such check or checks by The Bank of New
York, such check or checks shall be deemed to be delivered at the
closing.
IV. CONDITIONS TO PURCHASERS' OBLIGATIONS
The respective obligations of the Purchasers hereunder are
subject to the following conditions:
(A) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission; since the latest date as of which information is
given in the Registration Statement, there shall have been no
material adverse change in the business, business prospects,
properties, financial condition or results of operations of GTE;
and the Purchasers or the Representative shall have received on
the Closing Date the customary form of compliance certificate
dated the Closing Date and signed by the Chairman, a Vice
Chairman, the President or a Vice President of GTE, including the
foregoing. The officer making such certificate may rely upon the
best of his or her knowledge as to proceedings pending or
threatened.
(B) The Purchasers or the Representative shall have
received on the Closing Date an opinion of Xxxxxxx X. Xxxx,
Senior Vice President and General Counsel of GTE, dated the
Closing Date, substantially in the form set forth in Exhibit A
hereto.
(C) The Purchasers or the Representative shall have
received on the Closing Date an opinion of Milbank, Tweed, Xxxxxx
& XxXxxx, counsel for the Purchasers, dated the Closing Date,
substantially in the form set forth in Exhibit B hereto.
(D) The Purchasers or the Representative shall have
received on the Closing Date a letter from Xxxxxx Xxxxxxxx LLP,
independent public accountants for GTE, dated as of the Closing
Date, to the effect set forth in Exhibit C hereto.
V. CONDITIONS TO GTE'S OBLIGATIONS
The obligations of GTE hereunder are subject to the
following conditions:
(A) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission.
(B) GTE shall have received on the Closing Date the full
purchase price of the New Securities purchased hereunder.
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VI. COVENANTS OF GTE
In further consideration of the agreements contained herein
of the Purchasers, GTE covenants to the several Purchasers as
follows:
(A) To furnish to the Purchasers a copy of the Registration
Statement including materials, if any, incorporated by reference
therein and, during the period mentioned in (D) below, to supply
as many copies of the Prospectus, any documents incorporated by
reference therein and any supplements and amendments thereto as
the Purchasers or the Representative may reasonably request. The
terms "supplement" and "amendment" or "amend" as used in this
Agreement shall include all documents filed by GTE with the
Commission subsequent to the effective date of the Registration
Statement, or the date of the Basic Prospectus, as the case may
be, pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which are deemed to be incorporated by
reference therein.
(B) For a period of five years, unless all of the New
Securities shall be sooner retired, to deliver to any Purchaser
who may so request, (i) as soon as practicable after the end of
each fiscal year, a balance sheet of GTE and its consolidated
subsidiaries as of the end of such year and related statements of
income, amounts paid in, in excess of par value, foreign currency
translation adjustment, reinvested earnings and changes in
financial position for such year, all as examined by independent
public accountants, and, (ii) as soon as practicable after the
end of each of the first three quarterly periods of each such
year, a Form 10-Q of GTE as filed with the Commission.
(C) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the New Securities,
to furnish to any Purchaser or the Representative, and to counsel
for the Purchasers a copy of each such proposed amendment or
supplement.
The covenants in Paragraphs (D) and (E) apply only to Reselling
Purchasers:
(D) If in the period after the first date of resale of the
New Securities during which, in the opinion of counsel for the
Reselling Purchasers, the Prospectus is required by law to be
delivered, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus in order to make
a statement therein, in light of the circumstances when the
Prospectus is delivered to a subsequent purchaser, not materially
misleading, or if it is otherwise necessary to amend or
supplement the Prospectus to comply with law, forthwith to
prepare and furnish, at its own expense (unless such amendment
shall relate to information furnished by the Purchasers or the
Representative by or on behalf of the Purchasers in writing
expressly for use in the Prospectus), to the Reselling
Purchasers, the number of copies requested by the Reselling
Purchasers of either amendments or supplements to the Prospectus
so that the statements in the Prospectus as so amended or
supplemented will not, in light of the circumstances when the
Prospectus is delivered to a subsequent purchaser, be misleading
or so that the Prospectus will comply with law.
(E) To use its best efforts to qualify the New Securities
for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Purchasers or the Representative shall
reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection therewith and in
connection with the determination of the eligibility of the New
Securities for investment under the laws of such jurisdictions as
the Purchasers or the Representative may designate; provided,
however, that GTE,
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in complying with the foregoing provisions of this paragraph,
shall not be required to qualify as a foreign company or to
register or qualify as a broker or dealer in securities in any
jurisdiction or to consent to service of process in any
jurisdiction other than with respect to claims arising out of the
offering or sale of the New Securities; provided, further, that
GTE shall not be required to continue the qualification of the
New Securities beyond one year from the date of the sale of the
New Securities.
VII. REPRESENTATIONS AND WARRANTIES OF GTE
GTE represents and warrants to the several Purchasers that
(i) each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Basic
Prospectus or the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act and the
rules and regulations thereunder, (ii) each part of the
Registration Statement filed with the Commission pursuant to the
Act relating to the New Securities, when such part became
effective, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, (iii) on the effective date of the Registration
Statement, the date the Prospectus is filed pursuant to Rule
424(b) and at all times subsequent to and including the Closing
Date, the Registration Statement and the Prospectus, as amended
or supplemented, if applicable, complied or will comply in all
material respects with the Act and the applicable rules and
regulations thereunder, (iv) on the effective date of the
Registration Statement, the Registration Statement did not
contain, and as amended or supplemented, if applicable, will not
contain, any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein
not misleading, and on the date of the Prospectus, or any
amendment or supplement thereto, is filed pursuant to Rule 424(b)
and on the Closing Date, the Prospectus did not or will not
contain any untrue statement of a material fact or omit 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; except that these representations and
warranties do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information
furnished to GTE by any Purchaser or the Representative by or on
behalf of any Purchaser in writing expressly for use therein or
to statements or omissions in the Statement of Eligibility of the
Trustee under the Indenture, (v) the consummation of any
transaction herein contemplated will not result in a breach of
any of the terms of any agreement or instrument to which GTE is a
party, and (vi) the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended.
VIII. INDEMNIFICATION
GTE agrees to indemnify and hold harmless each Reselling
Purchaser and each person, if any, who controls such Reselling
Purchaser within the meaning of either Section 15 of the Act or
Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities based upon any untrue
statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Basic Prospectus or
the Prospectus (if used within the period set forth in Paragraph
(D) of Article VI hereof, and as amended or supplemented if GTE
shall have furnished any amendments or supplements thereto), or
based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are based upon any such
untrue statement or omission or alleged untrue statement or
omission based upon information furnished to GTE by any Reselling
Purchaser or the Representative on behalf of any Reselling
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Purchaser in writing expressly for use therein or by any
statement or omission in the Statement of Eligibility of the
Trustee under the Indenture. The foregoing agreement, insofar as
it relates to the Prospectus, shall not inure to the benefit of
any Reselling Purchaser (or to the benefit of any person
controlling such Reselling Purchaser) on account of any losses,
claims, damages or liabilities arising from the sale of any New
Securities by said Reselling Purchaser to any person if a copy of
the Prospectus (as supplemented or amended, if prior to
distribution of the Prospectus to the Reselling Purchaser GTE
shall have made any supplements or amendments which have been
furnished to said Reselling Purchaser) shall not have been sent
or given by or on behalf of such Purchaser to such person at or
prior to the written confirmation of the sale of the New
Securities to such person and such statement or omission is cured
in the Prospectus.
Each Reselling Purchaser agrees to indemnify and hold
harmless GTE, its directors, its officers who sign the
Registration Statement and any person controlling GTE to the same
extent as the foregoing indemnity from GTE to each Reselling
Purchaser, but only with reference to information relating to
said Reselling Purchaser furnished in writing by or on behalf of
said Reselling Purchaser expressly for use in the Registration
Statement or the Prospectus.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to either of
the two preceding paragraphs, such person (the "indemnified
party") shall promptly notify the person or persons against whom
such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless the indemnifying party and the
indemnified party shall have mutually agreed to the retention of
such counsel. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by
reason of such settlement or judgment.
If the indemnification provided for in this Article VIII is
unavailable to an indemnified party under the first or second
paragraph hereof or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by GTE on the one hand and the
Reselling Purchasers on the other from the offering of the New
Securities or (ii) if the allocation provided by clause (i) above
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 GTE on the one
hand and of the Reselling Purchasers on the other in connection
with the statement or omission that resulted in such losses,
claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by GTE
on the one hand and the Reselling Purchasers on the other in
connection with the offering of the New Securities shall be
deemed to be in the same proportion as the total net proceeds
from the offering of the New Securities received by GTE bear to
the total commissions, if any, received by all of the Reselling
Purchasers in respect thereof. If there are no commissions
allowed
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or paid by GTE to the Reselling Purchasers in respect of the New
Securities, the relative benefits received by the Reselling
Purchasers in the preceding sentence shall be the difference
between the price received by such Reselling Purchasers upon
resale of the New Securities and the price paid for the New
Securities pursuant to the Purchase Agreement. The relative
fault of GTE on the one hand and of the Reselling Purchasers on
the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a
material fact relates to information supplied by GTE or by the
Reselling Purchasers and the parties' relative intent, 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 losses, claims, damages and liabilities referred to
in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. 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.
IX. SURVIVAL
The indemnity and contribution agreements contained in
Article VIII and the representations and warranties of GTE
contained in Article VII of this Agreement shall remain operative
and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by any Reselling
Purchaser or on behalf of any Reselling Purchaser or any person
controlling any Reselling Purchaser and (iii) acceptance of and
payment for any of the New Securities.
X. TERMINATION BY RESELLING PURCHASERS
At any time prior to the Closing Date, this Agreement shall
be subject to termination in the absolute discretion of any
Reselling Purchaser, by notice given to GTE, if (i) trading in
securities generally on the New York Stock Exchange shall have
been suspended or materially limited, (ii) a general moratorium
on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities, (iii)
minimum prices shall have been established on the New York Stock
Exchange by Federal or New York State authorities or (iv) any
outbreak or material escalation of hostilities involving the
United States or the declaration by the United States of a
national emergency or war or other calamity or crisis shall have
occurred, the effect of which is such as to make it impracticable
or inadvisable to proceed with the delivery of the New Securities
on the terms and in the manner contemplated by the Prospectus.
XI. TERMINATION BY PURCHASERS
If this Agreement shall be terminated by the Purchasers
because of any failure or refusal on the part of GTE to comply
with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason (other than those set forth in
Article V) GTE shall be unable to perform its obligations under
this Agreement, GTE will reimburse the Purchasers for all out-of-
pocket expenses (including the fees and disbursements of counsel)
reasonably incurred by such Purchasers in connection with the New
Securities. Except as provided herein, the Purchasers shall bear
all of their expenses, including the fees and disbursements of
counsel.
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XII. SUBSTITUTION OF PURCHASERS
If for any reason any Purchaser shall not purchase the New
Securities it has agreed to purchase hereunder, the remaining
Purchasers shall have the right within 24 hours to make
arrangements satisfactory to GTE for the purchase of such New
Securities hereunder. If they fail to do so, the amounts of New
Securities that the remaining Purchasers are obligated,
severally, to purchase under this Agreement shall be increased in
the proportions which the total amount of New Securities which
they have respectively agreed to purchase bears to the total
amount of New Securities which all non-defaulting Purchasers have
so agreed to purchase, or in such other proportions as the
Purchasers may specify to absorb such unpurchased New Securities,
provided that such aggregate increases shall not exceed 10% of
the total amount of the New Securities set forth in Schedule A to
the Purchase Agreement. If any unpurchased New Securities still
remain, GTE shall have the right either to elect to consummate
the sale except as to any such unpurchased New Securities so
remaining or, within the next succeeding 24 hours, to make
arrangements satisfactory to the remaining Purchasers for the
purchase of such New Securities. In any such cases, either the
Purchasers or the Representative or GTE shall have the right to
postpone the Closing Date for not more than seven business days
to a mutually acceptable date. If GTE shall not elect to so
consummate the sale and any unpurchased New Securities remain for
which no satisfactory substitute Purchaser is obtained in
accordance with the above provisions, then this Agreement shall
terminate without liability on the part of any non-defaulting
Purchaser or GTE for the purchase or sale of any New Securities
under this Agreement. No provision in this paragraph shall
relieve any defaulting Purchaser of liability to GTE for damages
occasioned by such default.
XIII. MISCELLANEOUS
This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of New York.
P:S-3:31
EXHIBIT A
XXXXXXX X. XXXX
Senior Vice President & General Counsel
GTE CORPORATION
Xxx Xxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000
__________, 199_
and the other several Purchasers
listed in the Purchase Agreement
dated ________, 199_ among such
Purchasers and GTE Corporation
RE: GTE CORPORATION
$ _____________
Dear Sirs:
I have been requested by GTE Corporation a New York
corporation (the "Corporation"), as its Senior Vice President and
General Counsel to furnish you with my opinion pursuant to a
Purchase Agreement dated ______, 199_ (the "Agreement") between
you and the Corporation, relating to the purchase and sale of
$___,000,000 aggregate principal amount of its ___________ (the
"New Securities").
In this connection I have examined among other things:
(a) The Certificate of Incorporation of the Corporation, as
amended, and the by-laws, each as presently in effect;
(b) A copy of the Indenture dated as of October 1, 1995
(the "Indenture") as supplemented, including by a Supplemental
Indenture dated _______, 199_ (the "Supplemental Indenture")
between the Corporation and The Bank of New York, as Trustee (the
"Trustee"), under which the New Securities are being issued and
the resolution of the Board of Directors of the Corporation
specifically authorizing the New Securities, including the
issuance and sale of the New Securities (the "Board Resolution");
(c) The forms of the New Securities set forth in the
Supplemental Indenture;
(d) The records of the corporate proceedings of the
Corporation relating to the authorization, execution and delivery
of the Indenture and the Supplemental Indenture;
(e) The records of the corporate proceedings of the
Corporation relating to the authorization, execution and delivery
of the Agreement;
(f) The record of all proceedings taken by the Corporation
relating to the registration of the New Securities under the
Securities Act of 1933, as amended (the "Act"), and qualification
of the Indenture under the Trust Indenture Act of 1939, as
amended (the "TIA"), particularly Registration Statement No. 33-
40247 and Registration Statement No. 33-_____, including the form
of prospectus contained therein (unless the context shall
otherwise
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require, Registration Statement No. 33-______ as amended is
hereinafter called the "Registration Statement" and the
prospectus dated _________, together with the prospectus
supplement dated __________ relating to the New Securities in the
form filed under Rule 424(b) of the Act, is hereinafter called
the "Prospectus").
(g) Certain documents filed by the Corporation under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which are incorporated by reference in the Prospectus (the
"Incorporated Documents").
On the basis of my examination of the foregoing and of such
other documents and matters as I have deemed necessary as the
basis for the opinions hereinafter expressed, I am of the opinion
that:
1. The Corporation is a corporation duly
incorporated, validly existing and in good standing under the
laws of the State of New York, is a duly licensed and qualified
foreign corporation in good standing under the laws of the State
of Connecticut, and has adequate corporate power to carry on the
business in which it is now engaged.
2. All legal proceedings necessary to the
authorization, issue and sale of the New Securities to you have
been taken by the Corporation.
3. The Agreement has been duly and validly authorized,
executed and delivered by the Corporation.
4. The Indenture and the Supplemental Indenture have
been duly authorized by the Corporation and have been duly
executed by the Corporation and the Trustee and delivered by the
Corporation. The Indenture, as supplemented, constitutes a
legal, valid and binding agreement of the Corporation enforceable
in accordance with its terms, except as limited by bankruptcy,
insolvency and other laws affecting the enforcement of creditors'
rights and the availability of equitable remedies. The Indenture
and Supplemental Indenture have been duly qualified under the
TIA.
5. The New Securities conform as to legal matters
with the statements concerning them in the Registration Statement
and Prospectus and have been duly authorized and executed by the
Corporation and (assuming due authentication and delivery thereof
by the Trustee) have been duly issued under the Indenture, as
supplemented, and (subject to the qualifications set forth in
paragraph 4 above) constitute legal, valid and binding
obligations of the Corporation enforceable in accordance with
their terms and are entitled to the benefits afforded by the
Indenture, as supplemented.
6. Except as may be required by the securities or
Blue Sky laws of certain jurisdictions, no authorization,
approval or consent of any governmental regulatory authority is
required for the issuance and sale of the New Securities.
7. Registration Statement No. 33-40247 became
effective on May 16, 1991 and Registration Statement No. 33-
______ became effective on __________, 199_, and, to the best of
my knowledge, no proceedings under Section 8 of the Act looking
toward the possible issuance of a stop order with respect thereto
are pending or threatened and the Registration Statement remains
in effect on the date hereof. The Registration Statement and the
Prospectus comply as to form in all material respects with the
relevant provisions of the Act and of
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the Exchange Act as to documents incorporated by reference into
said Registration Statement and the applicable rules and
regulations of the Securities and Exchange Commission thereunder,
except that I express no opinion as to the financial statements
contained therein. The statements of law and legal conclusions
referred to in the Registration Statement and Prospectus as
expressing my opinion as counsel for the Company are correct. I
participated in the preparation of the Registration Statement and
Prospectus and I have no reason to believe that the Registration
Statement, the Prospectus or the Incorporated Documents,
considered as a whole on the effective date of the Registration
Statement and on the date hereof, contained or contain any untrue
statement of a material fact or omitted or omit to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading.
Without my prior written consent, this opinion may not be
relied upon by any person or entity other than the addressee,
quoted in whole or in part, or otherwise referred to in any
report or document, or furnished to any other person or entity,
except that Milbank, Tweed, Xxxxxx & XxXxxx may rely upon this
opinion as if this opinion were separately addressed to them.
Very truly yours,
XXXXXXX X. XXXX, Esq.
cc: Milbank, Tweed, Xxxxxx & XxXxxx
P:S-3:34
EXHIBIT B
MILBANK, TWEED, XXXXXX & XxXXXX
0 Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
__________,
199_
GTE CORPORATION
$ __________
and the other several Purchasers
referred to in the Purchase Agreement
dated _________, ____ among such
Purchasers and GTE Corporation
Dear Sirs:
We have been designated by GTE Corporation (the
"Corporation") as counsel for the purchasers of $___,000,000
aggregate principal amount of its _________ (the "New
Securities"). Pursuant to such designation and the terms of a
Purchase Agreement dated ________, 199_, relating to the New
Securities (the "Purchase Agreement"), entered into by you with
the Corporation, we have acted as your counsel in connection with
your several purchases this day from the Corporation of the New
Securities, which are issued under an Indenture dated as of
October 1, 1995 between the Corporation and The Bank of New York,
as trustee (the "Trustee"), as supplemented, including by a ____
Supplemental Indenture dated _______, 199_ (collectively, the
"Indenture").
We have reviewed originals, or copies certified to our
satisfaction, of such corporate records of the Corporation,
indentures, agreements and other instruments, certificates of
public officials and of officers and representatives of the
Corporation, and other documents, as we have deemed necessary as
a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
the conformity with the original documents of all documents
submitted to us as copies and the authenticity of the originals
of such latter documents. As to various questions of fact
material to such opinions, we have, when relevant facts were not
independently established, relied upon certifications by officers
of the Corporation and other appropriate persons and statements
contained in the Registration Statement hereinafter mentioned.
In addition, we attended the closing held today at the
offices of GTE Service Corporation, One Stamford Forum, Stamford,
Connecticut, at which the Corporation caused to be delivered to
your representatives at The Depository Trust Company, 00 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, for your several accounts against
payment therefor.
On the basis of the foregoing and having regard to legal
considerations which we deem relevant, we are of the opinion
that:
1. The Corporation is a validly existing corporation,
in good standing, under the laws of the State of New York.
2. The Purchase Agreement has been duly authorized,
executed and delivered by the Corporation.
3. The Indenture has been duly authorized, executed
and delivered by the Corporation and constitutes a legal,
valid and binding agreement of the Corporation, enforceable
in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability affecting the
enforceability of creditors' rights. The enforceability of
the Indenture is subject to the effect of general principles
of equity (regardless of whether considered in a proceeding
in equity or at law), including without limitation (i) the
possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (ii) concepts of
materiality, reasonableness, good faith and fair dealing.
The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.
4. The New Securities have been duly authorized and
conform as to legal matters in all substantial respects to
the description thereof contained in the Registration
Statement and Prospectus hereinafter mentioned. The New
Securities, assuming due execution thereof by the
Corporation and due authentication and delivery by the
Trustee, have been duly issued for value by the Corporation
and (subject to the qualifications stated in paragraph 3
above) constitute legal, valid and binding obligations of
the Corporation, enforceable in accordance with their terms
and are entitled to the benefits afforded by the Indenture
in accordance with the terms of the Indenture and of the New
Securities.
5. Except as may be required by Securities or blue sky
laws of certain jurisdictions, no authorization, approval or
consent of any governmental regulatory authority is required
for the issuance and sale of the New Securities.
6. On the basis of information received by the
Corporation from the Securities and Exchange Commission (the
"Commission"), the Registration Statement No. 33-40247 and
Registration Statement No. __________ with respect to the
Securities (the "Registration Statement"), filed with the
Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), became effective under the Act on May
16, 1991 and ________, 199_, respectively, and the
Prospectus dated ________, 199_ as supplemented by the
Prospectus Supplement dated _________, 199_ (collectively,
the Prospectus) became lawful for use for the purposes
specified in the Act, in connection with the offer for sale
and sale of the New Securities in the manner therein
specified, subject to compliance with the provisions of
securities or blue sky laws of certain jurisdictions in
connection with the offer for sale or sale of the New
Securities in such jurisdictions. To the best of our
knowledge the Registration Statement(s) remains in effect at
this date.
7. The Registration Statements as of their effective
dates, and the Prospectus as of the date hereof, except any
financial statements or other financial data contained or
incorporated by reference therein, as to which no opinion is
expressed, complied or comply as to form in all material
respects with the relevant requirements of the Act and the
applicable published instructions, rules and regulations of
the Commission thereunder.
We are members of the New York bar only and, except as set
forth in the next paragraph, express no opinion as to matters
governed by any laws other than the laws of New York and the
Federal laws of the United States of America, and the extent that
the foregoing opinions involve the laws of the State of
Connecticut, in reliance upon the opinion of even date herewith
of Xxxxxxx X. Xxxx, Esq., Senior Vice President and General
Counsel of the Corporation, furnished pursuant to the Purchase
Agreement, the laws of the State of Connecticut.
The Registration Statements were filed on Form S-3 under the
Act and, accordingly, the Prospectus does not necessarily contain
a current description of the Corporation's business and affairs
since Form S-3 provides for the incorporation by reference of
certain documents filed with the Commission which contain
descriptions as of various dates. We participated in
conferences with counsel for, and representatives of, the
Corporation in connection with the preparation of the
Registration Statement and Prospectus and we have reviewed
certain documents filed by the Corporation under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which are
incorporated by reference in the Prospectus (such documents filed
prior to the effective date of the Registration Statements and
listed in the Prospectus as being incorporated by reference are
herein called the "Incorporated Documents"). In connection with
our participation in the preparation of the Registration
Statements and the Prospectus, we have not independently verified
the accuracy, completeness or fairness of the statements
contained therein or in the Incorporated Documents, and the
limitations inherent in the review made by us and the knowledge
available to us are such that we are unable to assume, and we do
not assume, any responsibility for the accuracy, completeness, or
fairness of the statements contained in the Registration
Statements, the Prospectus or the Incorporated Documents, except
as otherwise specifically stated herein. None of the foregoing
disclosed to us any information which gave us reason to believe
that the Registration Statement, the Prospectus or the
Incorporated Documents, considered as a whole on the effective
date of the Registration Statement(s) contained any untrue
statement of a material fact or omitted or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein not misleading or that the
Prospectus and the Incorporated Documents, considered as a whole
on the date hereof, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading. We express no opinion as
to any document filed by the Corporation under the Exchange Act,
whether prior or subsequent to such effective date, except to the
extent that such documents are Incorporated Documents read
together with the Registration Statement(s) or the Prospectus and
considered as a whole, nor do we express any opinion as to the
financial statements or other financial data included in or
omitted from, or incorporated by reference in, the Registration
Statement(s), the Prospectus or the Incorporated Documents.
The opinions contained herein are rendered to you and are solely
for your benefit in connection with the transactions contemplated
by the Purchase Agreement. These opinions may not be relied upon
by you for any other purpose, or furnished to, quoted or relied
upon by any other person, firm or corporation for any purpose,
without our prior written consent.
Very truly yours,
MILBANK, TWEED, XXXXXX & XxXXXX
P:S-3:37
EXHIBIT C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for GTE to be
delivered pursuant to Article IV, paragraph (D) of the document
entitled Standard Purchase Agreement Provisions, October 1995
Edition, shall be to the effect that:
At the closing, the Purchaser(s) shall have received such
number of copies as are necessary to provide one for each
Purchaser of a letter addressed to GTE and satisfactory to the
Purchaser(s), dated as of the Closing Date and encompassing the
performance of certain procedures described in the letter as of a
date not more than five business days prior to the Closing Date,
(the "Cutoff Date") from Xxxxxx Xxxxxxxx LLP confirming that they
are independent public accountants with respect to the Company
within the meaning of the Act and the applicable published rules
and regulations of the Commission thereunder, specifically Rule 2-
01 of Regulation S-X, and stating in effect (1) that in their
opinion, the financial statements and schedules examined by them
and incorporated by reference in the Prospectus comply as to form
in all material respects with the applicable accounting
requirements of the Act, and the Exchange Act, and the published
rules and regulations thereunder, and (2) that although they have
not audited any financial statements of the Company as of any
date or for any period subsequent to the prior-year audit, and
although they have conducted an audit for that period, the
purpose (and therefore the scope) of the audit was to enable them
to express their opinion on the financial statements as of that
date and for the year then ended, but not on the financial
statements for any interim period within that year; therefore,
they are unable to and do not express any opinion on the
unaudited condensed balance sheet as of the latest available
interim date, and the unaudited condensed statements of income,
reinvested earnings, and cash flows for the latest available
interim period subsequent to that prior-year audit which are
included in the Prospectus; to the extent required, they have
performed the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the latest available unaudited interim financial
statements prepared by the Company, inquired of certain officials
of the Company responsible for financial and accounting matters,
and read the minutes of the Board of Directors and shareholders
of the Company, all of which procedures have been agreed to by
the Purchasers, nothing has come to their attention which caused
them to believe that: (a) any unaudited interim condensed
consolidated financial statements incorporated by reference in
the Prospectus (i) do not comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act as it applies to Form 10-Q and the related published
rules and regulations thereunder or (ii) have not been presented
in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited financial statements incorporated by reference in the
Prospectus; or (b) (i) as of the date of the latest available
unaudited interim financial data of GTE and the latest available
unaudited condensed summary of consolidated results of operations
prepared by GTE, there have been any changes in the capital
stock, or any material increase in the short-term indebtedness or
long-term debt of GTE or any material decreases in net assets, in
each case as compared with amounts shown on the latest balance
sheet included or incorporated by reference in the Prospectus, or
any material
-2-
decreases, as compared with the corresponding period of the prior
year, in consolidated revenues and sales, net income from
continuing operations, or net income from continuing operations
applicable to common stock and per share of common stock, or
(ii) for the period from the date of the latest financial
statements included or incorporated by reference in the
Prospectus to the specified date referred to in the preceding
clause (i), there were any material decreases in operating
revenues, net operating income, net income or the Company's ratio
of earnings to fixed charges, in each case as compared with the
comparable period of the preceding year, (iii) as of the Cutoff
Date, there have been any changes in the capital stock or any
material increase in the debt of the Company, or any material
decreases in net assets, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by
reference in the Prospectus, and (iv) for the period from the
date of the latest available unaudited interim financial
statements referred to in clause (b)(i) above to the Cutoff Date,
there were any material decreases in operating revenues, net
operating income or net income, in each case as compared with the
comparable period of the preceding year, except in all instances
for changes or decreases which the Prospectus discloses have
occurred or may occur or as disclosed in such letter and except
for changes occasioned by the declaration and payment of
dividends on the stock of GTE or occasioned by sinking fund
payments made on the debt securities of GTE, or by the issuance
of common stock of GTE for the Shareholder Systematic Investment
Plan, Employee Stock Ownership Plan, Employee Stock Plan, Savings
& Investment Plan, Savings, Investment & Tax-Deferral Plan,
Savings, Investment & Tax-Deferral Plan for Hourly Employees and
conversion of convertible preferred stock.
P:S-3:39
