GTE SOUTHWEST INCORPORATED
PURCHASE AGREEMENT
GTE Southwest Incorporated, a Delaware corporation (the
"Company"), proposes to issue and sell $___,000,000 aggregate
principal amount of its Debentures, consisting of $___,000,000
aggregate principal amount of its __% Debentures, Series _, Due
____ (the "Series _ Debentures") and $___,000,000 aggregate
principal amount of its __% Debentures, Series _, Due ___ (the
"Series _ Debentures" and, together with the Series _
Debentures, collectively, the "New Debentures"). Subject to the
terms and conditions set forth or incorporated by reference
herein, the Company agrees to sell and the purchasers named in
Schedule A attached hereto (the "Purchasers") agree to purchase
the Series _ Debentures at __% of their principal amount and the
Series _ Debentures at __% of their principal amount, each plus
accrued interest from ______________ to the date of payment for
the New Debentures and delivery thereof. Interest on the New
Debentures will be payable semi-annually on ____________ and
___________, commencing _________. [The Series _ Debentures
will be reoffered to the public at ____% of their principal
amount and the Series _ Debentures will be reoffered to the
public at __% of their principal amount.]
All the provisions contained in the Company's Standard
Purchase Agreement Provisions (December 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 Debentures will not be redeemable prior to
maturity.]
OR
[The New Debentures will not be redeemable prior to _____.
Thereafter, the New Debentures will be redeemable on not less
than 30 nor more than 60 days' notice given as provided in the
Indenture, as a whole or from time to time 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 Debentures. 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 Debentures, the initial public offering price of the New
Debentures shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which the
New Debentures are to be initially offered for sale
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to the public; if there is not a public offering of the New
Debentures, the initial public offering price of the New
Debentures shall be deemed to be the price, expressed in
percentage of principal amount (exclusive of accrued interest),
to be paid to the Company by the Purchasers.]
CLOSING:
The Purchasers agree to pay for the New Debentures by
official or certified bank check or by wire transfer in each
case in same day funds, at the option of the Company, upon
delivery of such New Debentures 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 the Company and the Purchasers or the
firm or firms designated as the representative or
representatives, as the case may be, of the Purchasers (the
"Representative").
RESALE:
[The Purchasers represent that they intend to resell the
New Debentures, 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 Debentures, 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 ______________.
[Names of Purchasers or
Representative]
By___________________________
Title:
GTE SOUTHWEST INCORPORATED
By___________________________
Vice President
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SCHEDULE A
The names of the Purchasers and the principal amount
of New Debentures which each respectively offers to purchase are
as follows:
Principal Principal
Amount Amount
of Series _ of Series _
Name Debentures Debentures
_______________
______________
$ $
______________
______________
Total........................ $___,000,000 $___,000,000
GTE SOUTHWEST INCORPORATED
STANDARD PURCHASE AGREEMENT PROVISIONS
(December 1995 Edition)
GTE Southwest Incorporated, a Delaware corporation (the
"Company"), may enter into one or more purchase agreements
providing for the sale of debentures 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 DEBENTURES
The Company proposes to issue one or more series of
debentures pursuant to the provisions of an Indenture dated as
of November 15, 1993 as amended and supplemented by the First
Supplemental Indenture dated as of December 6, 1995 (as amended
and supplemented, the "Indenture"), between the Company and The
Bank of New York, as successor trustee to NationsBank of
Georgia, National Association (the "Trustee"). By resolution of
the Board of Directors of the Company specifically authorizing
each new series of debentures (a "Board Resolution"), the
Company 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.
The Company has filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933,
as amended (the "Act"), registration statement No. 33-
___________ relating to $300,000,000 of the Company's debentures
(the amount remaining unsold thereunder, from time to time, is
hereinafter referred to as the "Debentures"), including a
prospectus relating to the Debentures, 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
Debentures (such particular series being hereinafter referred to
as the "New Debentures") pursuant to Rule 424(b) under the Act
("Rule 424(b)"). The term "Registration Statement" means the
registration statement referred to herein, as amended to the
date of the Purchase Agreement. The term "Basic Prospectus"
means the prospectus relating to the Debentures included in the
Registration Statement. The term "Prospectus" means the Basic
Prospectus together with the prospectus supplement specifically
relating to the New Debentures, 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. PURCHASERS' REPRESENTATIONS AND RESALE
Each Purchaser represents and warrants that information
furnished in writing to the Company expressly for use with
respect to the New Debentures 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 the Company in the Purchase
Agreement that they intend to resell the New Debentures, the
Company will assist the Purchasers as hereinafter provided. The
terms of any such resale will be set forth in the Prospectus.
The provisions of Paragraphs C and D of Article VI and Articles
VIII, IX and X of this Agreement apply only to Purchasers that
have advised the Company of their intention to resell the New
Debentures ("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, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on the Closing Date. Concurrent with the
delivery of the New Debentures to the Purchasers or to the
Representative for the account of each Purchaser, payment of the
full purchase price of the New Debentures shall be made at the
option of the Company by certified or official bank check or
checks in same day funds, payable to the Company 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 the Company. 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. The
New Debentures shall be in the form of temporary or definitive
fully-registered New Debentures 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. The
Company agrees to make the New Debentures available to the
Purchasers or the Representative for inspection at the office of
The Bank of New York or The Depository Trust Company, New York,
New York, at least twenty-four hours prior to the time fixed for
the delivery of the New Debentures on the Closing Date.
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 the
Company; 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 President
or a Vice President of the Company, including the foregoing.
The officer executing 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 ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Esq., Vice President-General Counsel of the Company, or other
counsel to the Company satisfactory to the Purchasers and
counsel to the Purchasers, 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 the Company, dated the
Closing Date, to the effect set forth in Exhibit C hereto.
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V. CONDITIONS TO COMPANY'S OBLIGATIONS
The obligations of the Company 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) The Company shall have received on the Closing Date
the full purchase price of the New Debentures purchased
hereunder.
VI. COVENANTS OF THE COMPANY
In further consideration of the agreements contained herein
of the Purchasers, the Company covenants to the several
Purchasers as follows:
(A) To furnish to the Purchasers or the Representative 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 the Company 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 Debentures,
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 Debentures 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 or the Representative 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.
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(D) To use its best efforts to qualify the New Debentures
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; provided,
however, that the Company, 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
Debentures, and provided further that the Company shall not be
required to continue the qualification of the New Debentures
beyond one year from the date of the sale of the New Debentures.
VII. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company 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 Debentures, 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 the Prospectus, or any
amendment or supplement thereto, is filed pursuant to Rule
424(b) and on the Closing Date, the Prospectus 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 the 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
the Company 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 the
Company is a party, and (vi) the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended.
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VIII. INDEMNIFICATION
The Company 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 the
Company 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 the
Company by any Reselling Purchaser or the Representative by or
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 Debentures by said Reselling Purchaser
to any person if a copy of the Prospectus (as amended or
supplemented, if prior to distribution of the Prospectus to the
Reselling Purchaser, the Company 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 Reselling Purchaser to such person at or prior to the
written confirmation of the sale of the New Debentures to such
person and such statement or omission is cured in the
Prospectus.
Each Reselling Purchaser agrees to indemnify and hold
harmless the Company, its directors, its officers who sign the
Registration Statement and any person controlling the Company to
the same extent as the foregoing indemnity from the Company to
each Reselling Purchaser, but only with reference to information
relating to said Reselling Purchaser furnished to the Company in
writing by the Reselling Purchaser or the Representative 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.
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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 the Company on the one hand
and the Reselling Purchasers on the other from the offering of
the New Debentures 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
the Company 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 the Company on the one hand and the
Reselling Purchasers on the other in connection with the
offering of the New Debentures shall be deemed to be in the same
proportion as the total net proceeds from the offering of the
New Debentures received by the Company 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 the Company to the Reselling Purchasers in respect of the New
Debentures, 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 Debentures and the price paid for the New
Debentures pursuant to the Purchase Agreement. The relative
fault of the Company 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 the
Company 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 the
Company 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 Debentures.
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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 the
Reselling Purchasers, by notice given to the Company, 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 declaration by the
United States of a national emergency or war or other calamity
or crisis shall have occurred, the effect of any of which is
such as to make it impracticable or inadvisable to proceed with
the delivery of the New Debentures 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 the Company 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) the Company shall be unable to perform its
obligations under this Agreement, the Company 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 Debentures. 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
Debentures it has agreed to purchase hereunder, the remaining
Purchasers shall have the right within 24 hours to make
arrangements satisfactory to the Company for the purchase of
such New Debentures hereunder. If they fail to do so, the
amounts of New Debentures that the remaining Purchasers are
obligated, severally, to purchase under this Agreement shall be
increased in the proportions which the total amount of New
Debentures which they have respectively agreed to purchase bears
to the total amount of New Debentures which all non-defaulting
Purchasers have so agreed to purchase, or in such other
proportions as the Purchasers may specify to absorb such
unpurchased New Debentures, provided that such aggregate
increases shall not exceed 10% of the total amount of the New
Debentures set forth in Schedule A to the Purchase Agreement.
If any unpurchased New Debentures still remain, the Company
shall have the right either to elect to consummate the sale
except as to any such unpurchased New Debentures so remaining
or, within the next succeeding 24 hours, to make arrangements
satisfactory to the remaining Purchasers for the purchase of
such New Debentures. In any such cases, either the Purchasers
or the Representative or the Company shall have the right to
postpone the Closing Date for not more than seven business days
to a mutually acceptable date. If the Company shall not elect to
so consummate the sale and any unpurchased New Debentures remain
for which no satisfactory substitute Purchaser is obtained in
accordance with the above provisions, then this Agreement shall
terminate without liability on the part of any non-defaulting
Purchaser or the Company for the purchase or sale of any New
Debenture under this Agreement. No provision in this paragraph
shall relieve any defaulting Purchaser of liability to the
Company for damages occasioned by such default.
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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.
SW:S-3:31
EXHIBIT A
LETTERHEAD OF
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ESQ.
Vice President - General Counsel
_____________, 199_
and the other Purchasers named in
the Purchase Agreement dated ____________,
199_, between GTE Southwest Incorporated
and such Purchasers
Re: GTE Southwest Incorporated
___% Debentures, Series _, Due ____
___% Debentures, Series _, Due ____
Dear Sirs:
I have been requested by GTE Southwest Incorporated, a
Delaware corporation (the "Company"), as its Area Vice President-
General Counsel and Secretary to furnish you with my opinion
pursuant to a Purchase Agreement dated ______, 199_ (the
"Agreement") between you and the Company, relating to the
purchase and sale of $___,000,000 aggregate principal amount of
its Debentures, consisting of $___,000,000 aggregate principal
amount of __% Debentures, Series _, Due ____ and $___,000,000
aggregate principal amount of __% Debentures, Series _, Due ____
(collectively, the "New Debentures").
In this connection I have examined among other things:
(a) The Restated Certificate of Incorporation of the
Company, as amended, and the by-laws, each as presently in
effect;
(b) A copy of the Indenture dated as of November 15, 1993
as amended and supplemented by the First Supplemental Indenture
dated as of December 6, 1995 (as amended and supplemented, the
"Indenture"), between the Company and The Bank of New York, as
successor trustee to NationsBank of Georgia, National
Association (the "Trustee"), under which the New Debentures are
being issued, and the resolution of the Board of Directors of
the Company specifically authorizing the New Debentures,
including the issuance and sale of the New Debentures (the
"Board Resolution");
(c) The forms of the New Debentures set forth in the Board
Resolution;
(d) The records of the corporate proceedings of the
Company relating to the authorization, execution and delivery of
the Indenture;
(e) The records of the corporate proceedings of the
Company relating to the authorization, execution and delivery of
the Agreement;
(f) The record of all proceedings taken by the Company
relating to the registration of the New Debentures 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 the Registration
Statement (File No. 33-_____), including the form of prospectus
contained therein (unless the context shall otherwise require,
the Registration Statement as amended is hereinafter called the
"Registration Statement" and the prospectus dated _________,
together with the prospectus supplement dated __________
relating to the New Debentures in the form filed under Rule
424(b) of the Act, is hereinafter called the "Prospectus");
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(g) Statutes, permits and other documents relating to the
Company's franchises; and
(h) The Registration Statement, the Prospectus and all
documents filed by the Company 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 Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware, is a duly licensed and qualified foreign corporation in
good standing under the laws of the States of Arkansas, New
Mexico, Oklahoma and Texas and has adequate corporate power to
carry on the business in which it is now engaged. There are no
other states or jurisdictions in which the qualification or
licensing of the Company as a foreign corporation is necessary
where the failure to be so qualified or licensed would have a
material adverse affect on the business or prospects of the
Company.
2. All legal proceedings necessary to the authorization,
issue and sale of the New Debentures to you have been taken by
the Company.
3. The Agreement has been duly and validly authorized,
executed and delivered by the Company.
4. The Indenture is in proper form, has been duly
authorized by the Company, has been duly executed by the Company
and the Trustee and delivered by the Company and constitutes a
legal, valid and binding agreement of the Company 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 has been duly qualified under the TIA.
5. The New Debentures 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
Company and (assuming due authentication and delivery thereof by
the Trustee) have been duly issued for value by the Company and
(subject to the qualifications set forth in paragraph 4 above)
constitute legal, valid and binding obligations of the Company
enforceable in accordance with their terms and are entitled to
the benefits afforded by the Indenture.
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 Debentures.
7. The Company holds valid and subsisting franchises,
licenses and permits adequate for the conduct of its business in
the territory served by it, except for limited areas where the
Company operates by sufferance, and none of the franchises,
licenses or permits of the Company contain any unduly burdensome
restrictions.
8. The Registration Statement became effective on
_______________, 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 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
Debentures in the manner therein specified. 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
any document incorporated therein by reference, considered as a
whole on the effective date of the Registration Statement and on
the date hereof, contained or contains any untrue statement of a
material fact or omitted or omits 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,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
cc: Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇▇:S-3:34
EXHIBIT B
MILBANK, TWEED, ▇▇▇▇▇▇ & ▇▇▇▇▇▇
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
__________, 199_
GTE SOUTHWEST INCORPORATED
$___,000,000 __% Debentures, Series _, Due ____
$___,000,000 __% Debentures, Series _, Due ____
and the other several Purchasers
referred to in the Purchase Agreement
dated ___________________, among such
Purchasers and GTE Southwest Incorporated
Dear Sirs:
We have been designated by GTE Southwest Incorporated (the
"Company") as counsel for the purchasers of $___,000,000
aggregate principal amount of its Debentures, consisting of
$___,000,000 aggregate principal amount of its __% Debentures,
Series _, Due ____ and $___,000,000 aggregate principal amount
of its __% Debentures, Series _, Due ____ (collectively, the
"New Debentures"). Pursuant to such designation and the terms
of a Purchase Agreement dated ________, relating to the New
Debentures (the "Purchase Agreement"), entered into by you with
the Company, we have acted as your counsel in connection with
your several purchases this day from the Company of the New
Debentures, which are issued under an Indenture dated as of
November 15, 1993, as amended and supplemented by the First
Supplemental Indenture dated as of December 6, 1995 (as amended
and supplemented, the "Indenture") between the Company and The
Bank of New York, as successor trustee to NationsBank of
Georgia, National Association (the "Trustee").
We have reviewed originals, or copies certified to our
satisfaction, of such corporate records of the Company,
agreements and other instruments, certificates of public
officials and of officers and representatives of the Company,
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
Company 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 Company caused the New
Debentures 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:
1. The Company is a validly existing corporation, in good
standing, under the laws of the State of Delaware.
-2-
2. The Purchase Agreement has been duly authorized,
executed and delivered by and on behalf of the Company.
3. The Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid, legal and
binding agreement of the Company 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 Debentures 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 Debentures (assuming
due execution thereof by the Company and due authentication and
delivery by the Trustee) have been duly issued for value by the
Company and (subject to the qualifications stated in paragraph 3
above) constitute legal, valid and binding obligations of the
Company, and are entitled to the benefits afforded by the
Indenture in accordance with the terms of the Indenture and of
the New Debentures.
5. On the basis of information received by the Company
from the Securities and Exchange Commission (the "Commission"),
Registration Statement No. ___________ with respect to the New
Debentures (the "Registration Statement"), filed with the
Commission pursuant to the Securities Act of 1933, as amended
(the "Act"), became effective under the Act on _________, and
thereupon the Prospectus dated _________, as supplemented by the
Prospectus Supplement dated ____________ (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 Debentures 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 Debentures in such jurisdictions. To the best
of our knowledge, the Registration Statement remains in effect
at this date.
6. The Registration Statement, as of its effective date,
and the Prospectus, as of the date hereof, together with the
documents incorporated by reference therein (the "Incorporated
Documents") (except any financial statements or other financial
data contained or incorporated by reference in the Registration
Statement, the Prospectus or the Incorporated Documents, as to
which no opinion is expressed), appear on their face to be
appropriately responsive, in all material respects relevant to
the offering of the New Debentures, to the requirements of the
Act and the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), as applicable, and the applicable rules and
regulations of the Commission thereunder.
The Registration Statement was filed on Form S-3 under the
Act and, accordingly, the Prospectus does not necessarily
contain a current description of the Company'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
Company in connection with the preparation of the Registration
Statement and Prospectus
-3-
and we have reviewed the Incorporated Documents. In connection
with our participation in the preparation of the Registration
Statement 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
Statement, 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 or the Incorporated Documents,
considered as a whole on the effective date of the Registration
Statement, contained or contain 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 Company 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 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, the Prospectus or the Incorporated Documents.
We express no opinion as to matters governed by any laws
other than the laws of the State of New York, the Federal laws of
the United States of America and, to the extent that the
foregoing opinions involve the laws of the States of Delaware,
Arkansas, New Mexico, Oklahoma and Texas, in reliance upon the
opinion of even date herewith of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice
President-General Counsel of the Company, the laws of the States
of Delaware, Arkansas, New Mexico, Oklahoma and Texas.
The opinions contained herein are rendered to you and are
solely for your benefit and the benefit of the Purchasers
represented by you in connection with the transaction
contemplated by the Purchase Agreement. These opinions may not
be relied upon by you or such other person, firm or corporation
for any purpose without our prior written consent.
Very truly yours,
MILBANK, TWEED, ▇▇▇▇▇▇ &
▇▇▇▇▇▇
▇▇:S-3:38
EXHIBIT C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for the
Company to be delivered pursuant to Article IV, paragraph (D) of
the document entitled Standard Purchase Agreement Provisions,
December 1995 Edition, shall be to the effect that:
At the closing, the Purchasers shall have received such
number of copies as are necessary to provide one for each
Purchaser of a letter addressed to the Company and satisfactory
to the Purchasers or the Representative and counsel to the
Purchasers, 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 "Cut-off Date"), from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 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
audited 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 and for the comparable period of the
preceding year; 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 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 statements prepared by the Company,
there have been any changes in the capital stock or any increase
in the short-term indebtedness or long-term debt of the Company,
or any decreases in net assets, in each case as compared with the
amounts shown on the latest balance sheet incorporated by
reference in the Prospectus, (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 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
-2-
Cut-off Date of such letter there have been any material changes
in the capital stock or any material increases 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
interim financial statements referred to in clause (b)(i) above
to the Cut-off 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 the Company
or occasioned by sinking fund payments made on the debt
securities of the Company, and (3) that they have performed the
following additional procedures with respect to the ratios of
earnings to fixed charges included or incorporated by reference
in the Prospectus: (i) compared the amounts used in the
computation of such ratios with the amounts included in the
financial statements incorporated by reference in the Prospectus
and noted agreement in all material respects and (ii) recomputed
the ratios and noted agreement in all material respects.
SW:S-3:40