EXHIBIT 1.1
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 purchaser or purchasers named in Schedule A attached
hereto (the "Purchasers") 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 (July 1997 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 New Securities will not be redeemable prior to (
). Thereafter, the new Securities will be redeemable on not less
30 nor more than 60 days notice given as provided in the
Indenture, as a whole or in part, at the option of the Company,
at the redemption price set forth below. 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.]
SINKING FUND PROVISIONS:
(If Applicable)
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CLOSING:
The Purchasers agree to pay for the New Securities, at the
option of GTE, by certified or official bank check or checks or
by wire transfer, in each case in same day funds upon delivery of
such New Securities at 10:00 A.M. (New York City time) on
(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 of the Purchasers (the "Representative"). GTE
shall advise the Representative not later than the business day
immediately preceding the Closing Date of its decision whether to
accept payment for the new Securities by certified bank check or
by wire transfer and, if GTE chooses to accept payment by wire
transfer, GTE shall provide the Representative on such date
immediately preceding the Closing Date with the appropriate wire
transfer instruction. The closing will be held at the offices of
on the Closing Date.
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 one or more
Global Securities 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.]
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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.]
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:
59
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
(July 1997 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 December 1, 1996 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. 333-31333 relating
to $2,500,000,000 aggregate initial offering price of GTE's
securities registered thereunder and $500,000,000 aggregate
initial offering price of GTE's securities registered under
Registration Statement No. 33-63145 (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 included in the Registration Statement. 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 location specified by GTE at
least two business days prior to 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, at the option of GTE, by
certified or official bank check or checks in same day funds,
payable to GTE or its order, at The Bank of New York, Attention:
Corporate Trust Department, or by wire transfer in same day funds
to The Bank of New York for the account of GTE. Upon receipt of
such check or wire transfer by The Bank of New York, such check
or wire transfer 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇,
Executive Vice President - Government & Regulatory Advocacy,
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, ▇▇▇▇▇▇
& ▇▇▇▇▇▇, 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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.
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(B) GTE shall have received on the Closing Date the full
purchase price of the New Securities purchased hereunder.
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 (C) 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) 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 (C) and (D) apply only to Reselling
Purchasers:
(C) 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.
(D) 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, 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.
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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
(C) 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
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
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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 (provided, however, that if such indemnified party
shall object to the selection of counsel after having been
advised by such counsel that there may be one or more legal
defenses available to the indemnified party which are different
from or additional to those available to the indemnifying party,
the indemnifying party shall designate other counsel reasonably
satisfactory to the indemnified party) and the indemnifying party
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
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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 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
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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.
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.
68
EXHIBIT A
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President - Government & Regulatory Advocacy,
General Counsel
GTE CORPORATION
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
__________, 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 Executive Vice President
- Government & Regulatory Advocacy, 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, or attorneys under my direction, 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 December 1, 1996,
as supplemented and amended (the "Indenture"), between the
Corporation and The Bank of New York, as Trustee (the "Trustee"),
and the resolutions of the Board of Directors of the Corporation
under which the New Securities are being issued;
(c) [The Supplemental Indenture, dated as of ____, 199_
(the "Supplemental Indenture") between the Corporation and the
Trustee] [The resolutions of the Board of Directors adopted
_____, 199_ (the "Board Resolution")] [The certificate, dated
_____, 199_, of an authorized officer of the Corporation pursuant
to authorization from the Board of Directors of the Corporation
(the "Officer's Certificate")] specifically authorizing the New
Securities, including the issuance and sale of the New
Securities;
(d) The form of the New Securities set forth in the
[Supplemental Indenture] [Board Resolution] [Officer's
Certificate];
(e) The records of the corporate proceedings of the
Corporation relating to the authorization, execution and delivery
of the Indenture and the [Supplemental Indenture] [Board
Resolution] [Officer's Certificate];
(f) The records of the corporate proceedings of the
Corporation relating to the authorization, execution and delivery
of the Agreement;
(g) 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-
63145 and Registration Statement No. 333-31333, including the
form of prospectus contained therein (unless the context shall
otherwise
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require, such Registration Statements as amended are hereinafter
collectively 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] [Board
Resolution] [Officer's Certificate] have been duly authorized by
the Corporation and have been duly executed and delivered by or
on behalf of 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]
[has] [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. 33-63145 became effective on
October 6, 1995 and Registration Statement No. 333-31333 became
effective on __________, 1997, 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
-3-
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 Prospectus is 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 specified
therein. 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, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ may rely upon this
opinion as if this opinion were separately addressed to them.
Very truly yours,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
cc: Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
71
EXHIBIT B
MILBANK, TWEED, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
__________,
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
December 1, 1996 between the Corporation and The Bank of New
York, as trustee (the "Trustee"), as supplemented (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 _________________________________________, at which
the Corporation caused to be delivered to your representatives at
The Depository Trust Company, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇, 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:
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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. 33-63145 and
Registration Statement No. 333-31333 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
October 6, 1995 and ________, 1997, 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.
-3-
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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Executive Vice President - Government &
Regulatory Advocacy, 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, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
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 (July 1997
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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP confirming that they
are independent public accountants with respect to GTE 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 GTE 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 GTE, inquired
of certain officials of GTE responsible for financial and
accounting matters, and read the minutes of the Board of
Directors and shareholders of GTE, 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 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
-2-
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 GTE'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 GTE, 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 in connection with any employee benefit
plan or dividend reinvestment plan of GTE or for the conversion
of convertible preferred stock.