Registration No.
33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
GTE CORPORATION
(Exact name of registrant as specified in charter)
13-1678633
New York (I.R.S.
Employer
(State of Incorporation) Identification
No.)
ONE STAMFORD FORUM, STAMFORD, CONNECTICUT 06904
(203-965-2000)
(Address and telephone number of principal executive offices)
J. MICHAEL KELLY
One Stamford Forum
Stamford, Connecticut 06904
(203-965-2000)
(Name, address and telephone number of agent for
service)
______________
Copies to: GEORGE J. FORSYTHROBERT W. MULLEN, JR., ESQ.,
Milbank, Tweed, Hadley & McCloy,
1 Chase Manhattan Plaza, New York, New York 10005.
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of the
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box. ( )
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. (X)
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. ( ) ____________
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier registration statement for the same offering. ( )
____________
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. ( )
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
____________
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate
Amount of
of Securities To Be Price Per Offering
Registration
To Be Registered Registered Unit Price
Fee (1)
_________________________________________________________________
____________
Debt Securities $ 900,000,000(2)(3) 101% $
909,000,000(3) $ 349,615.39(2)
_________________________________________________________________
____________
(1) Registration fee is calculated pursuant to Rule 457(a) under
the Securities Act of 1933.
(2) As permitted by Rule 429 under the Securities Act of 1933,
the prospectus contained in this Registration Statement also
covers $600,000,000 of Debt Securities previously registered and
unissued (Registration Statement No. 33-40247). The Registrant
previously paid a $378,750 filing fee with such registration
statement ($151,500 of which is associated with the $600,000,000
of Debt Securities covered by the prospectus contained in this
Registration Statement).
(3) In U.S. dollars or the equivalent thereof in the case of
foreign currencies or currency equivalents.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said
Section 8(a), may determine.
SUBJECT TO COMPLETION DATED OCTOBER 3, 1995
GTE CORPORATION
DEBT SECURITIES
______________
GTE Corporation ("GTE") intends to offer from time to time
up to $1,500,000,000 aggregate principal amount of its debt
securities (the "Securities") in one or more series at prices and
on terms to be determined at the time or times of sale. The
aggregate principal amount, authorized denominations, rate and
time of payment of interest, maturity, initial public offering
price, if any, redemption provisions, the currency or composite
currency (if other than United States dollars) in which principal
or premium, if any, and interest on the Securities will be
payable and other specific terms, of each series of Securities
will be set forth in an accompanying prospectus supplement
("Prospectus Supplement").
______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
GTE may sell the Securities through underwriters, dealers or
agents, or directly to one or more institutional purchasers. A
Prospectus Supplement will set forth the names of underwriters,
if any, any applicable commissions or discounts, the price of the
Securities and the net proceeds to GTE from any such sale or
sales.
______________
The date of this Prospectus is , 1995.
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# INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION
OR AMENDMENT. #
# A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN #
# FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.
THESE SECURITIES #
# MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME #
# THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS
PROSPECTUS SHALL #
# NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO #
# BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN
ANY STATE #
# IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR #
# TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY #
# SUCH STATE.
#
#
#
##########################################################
#################
STATEMENT OF AVAILABLE INFORMATION
GTE is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC").
These reports, proxy statements and other information can be
inspected and copied at the public reference facilities
maintained by the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, as well as at the following Regional
Offices: Seven World Trade Center, New York, New York 10048 and
500 West Madison Street, Chicago, Illinois 60661. Copies of
such material can be obtained from the public reference section
of the SEC at its prescribed rates and can also be inspected at
the New York, Chicago and Pacific Stock Exchanges on which
securities of GTE are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated herein by
reference:
1. The Annual Report on Form 10-K of GTE for the year
ended December 31, 1994;
2. The Quarterly Reports on Form 10-Q of GTE for the
quarters ended March 31, 1995 and June 30, 1995;
and
3. The Current Reports on Form 8-K of GTE dated February
17, 1995 and
September 28, 1995.
All documents filed by GTE pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering of the Securities
hereunder shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such
documents.
GTE hereby undertakes to provide without charge to each
person to whom a copy of this Prospectus has been delivered, on
the written or oral request of any such person, including any
beneficial owner, a copy of any or all of the documents referred
to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents
unless such exhibits are specifically incorporated by reference
into the information that the Prospectus incorporates. Requests
for such copies should be directed to Mr. R. J. Tuccillo,
Assistant Secretary of GTE, at One Stamford Forum, Stamford, CT
06904. Mr. Tuccillo's telephone number is (203) 965-2942.
Unless otherwise indicated, currency amounts in this
Prospectus and the Prospectus Supplement are stated in United
States dollars ("$" or "U.S. $").
THE CORPORATION
GTE was incorporated under the laws of the State of New York
State on February 25, 1935 and has its principal executive
offices at One Stamford Forum, Stamford, Connecticut 06904,
telephone (203) 965-2000.
GTE is the fourth-largest publicly-held telecommunications
Corporationcompany in the world and the largest U.S.-based local
telephone company. As of June 30, 1995, through Telephone
Operations, GTE provided local telephone services to
approximately 23,400,000 customer access lines in 28 states,
Canada, the Dominican Republic and Venezuela.
2
GTE also provides mobile-cellular communications, command,
control and communication systems, information marketing and
networking services, and air-to-ground communications, and
publishes yellow pages telephone directories. As of June 30,
1995, GTE is a leading mobile-mobile-cellular operator in the
United States--with the potential of serving approximately
72,000,000 cellular and personal communication services customers
as of June 30, 1995. Outside of the United States, GTE operates
mobile-cellular networks which served a potential subscriber
population of approximately 16,000,000 "POPS" as of June 30, 1995
through affiliates in Canada, the Dominican Republic, Venezuela
and Argentina.
USE OF PROCEEDS
The net proceeds from the sale of the Securities, exclusive
of accrued interest, will be used toward (1) the repayment of
short-term debt, which at August 31, 1995 was $733,000,000 at an
average annual interest cost of 5.83%, a portion of which was
incurred to repurchase GTE Common Stock, to be made available to
GTE's employee benefit and dividend reinvestment programs
pursuant to a stock repurchase program announced by GTE on August
3, 1995, (2) further investment in, or advances to, subsidiaries
in connection with the financing of their operations, and (3)
general corporate purposes.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
Six Months Ended Years Ended December
31,
June 30, 1995 1994 1993(b) 1992 1991
1990
________________
__________________________________
Consolidated Ratios of
Earnings to Fixed
Charges (Unaudited)(a) 3.85 4.18 2.07 2.66 2.22 2.35
________________
(a) For purposes of computing the consolidated ratios,
earnings consist of income from continuing operations
before income taxes and fixed charges. Fixed charges
consist of interest expense, preferred stock dividends
of subsidiaries, the additional income requirement to
cover preferred dividends of subsidiaries, and the
portion of rent expense representing interest. Amounts
applicable to entities that are at least 50%-owned have
been added to both earnings and fixed charges, and
amounts applicable to minority interests have been
deducted from both earnings and fixed charges.
(b) Excluding from 1993 the effect of a $1.8 billion
pre-tax one-time restructuring charge, the cost of
voluntary separation programs and the gain on the sale
of non-strategic telephone properties, the consolidated
ratio of earnings to fixed charges would have been 3.31.
THE SECURITIES
The Securities are to be issued as one or more series under
an Indenture dated as of October 1, 1995 (the "Indenture")
between GTE and The Bank of New York, Tas trustee (the
"Trustee"). The following summary does not purport to be
complete and is subject in all respects to the provisions of, and
is qualified in its entirety by express reference to, the cited
Articles and Sections of the Indenture, which is filed as an
exhibit to the Registration Statement.
3
Form and Exchange
The Securities are issuable in one or more series pursuant
to an indenture supplemental to the Indenture or a resolution of
GTE's Board of
Directors or a special committee thereof. Securities of each
series will be issuable in registered form, and, except as
otherwise provided for in a Prospectus Supplement, only in
denominations of $1,000 and multiples thereof and will be
exchangeable forSecurities of each series will be issuable in
registered form, and, except as otherwise provided for in a
Prospectus Supplement, only in denominations of $1,000 and
multiples thereof and will be exchangeable for Securities of the
same series of other denominations of a like aggregate principle
amount, without service charge except for reimbursement of taxes,
if any. (ARTICLE TWO)
Maturity, Interest and Payment
Information concerning the maturity, interest rate and
payment dates of each series of the Securities will be contained
in a Prospectus Supplement relating to that series of Securities.
Redemption Provisions, Sinking Fund and Defeasance
Each series of the Securities will be redeemable upon not
less than 30 days' notice at the redemption prices and subject to
the conditions that will be set forth in a Supplemental Indenture
or Board Rsupplemental indenture or board resolution and in a
Prospectus Supplement relating to that series of Securities.
(ARTICLE THREE) If a sinking fund is established with respect to
any series of the Securities, a description of the terms of such
sinking fund will be set forth in the Supplemental Indenture or
Board Rsupplemental indenture or board resolution and in a
Prospectus Supplement relating to that series of Securities. The
Indenture provides that each series of the Securities is subject
to defeasance. (ARTICLE ELEVEN)
Restrictions
The Securities will not be secured. The Indenture provides,
however, that if GTE shall at any time mortgage or pledge any of
its property, GTE will secure the Securities, equally and ratably
with the other indebtedness or obligations secured by each
mortgage or pledge, so long as such other indebtedness or
obligations shall be so secured. There are certain exceptions to
the foregoing, among them that the Securities need not be secured
in the case of purchase money mortgages or conditional sales
agreements, or mortgages existing at time of purchase, on
property acquired after the date of the Indenture, certain
deposits or pledges to secure the performance of bids, tenders,
contracts or leases or in connection with workmen'er's
compensation and similar matters, mechanics' and similar liens in
the ordinary course of business, and subordination of GTE's
rights with respect to indebtedness owed to GTE by a subsidiary.
(SECTION 4.05)
The Indenture does not limit the amount of debt securities
which may be issued or the amount of debt which may be incurred
by GTE. (SECTION 2.01)
Unless otherwise indicated in a Prospectus Supplement, the
covenants described above would not necessarily afford the
holders of Securities protection in the event of a highly
leveraged transaction involving GTE.
Book-Entry, Delivery and Form
If a Prospectus Supplement specifies that the Securities of
a series are to be issued in the form of one or more registered
global certificates (for each series, collectively, a "Global
Security"), unless otherwise specified in such Prospectus
Supplement, the Global Security will be deposited with, or on
behalf of, The Depository Trust Company (the "Depository") and
registered in the name of the Depository's nominee. Except as
set forth below, the Global Security may be transferred, in whole
and not in part, only to another nominee of the Depository or to
a successor of the Depository or its nominee.
4
The Depository has advised as follows: It is a limited-
purpose trust company which was created to hold securities for
its participants and to facilitate the clearance and settlement
of securities transactions between participants in such
securities through electronic book-entry changes in accounts of
its participants. Participants include securities brokers and
dealers (including the underwriters or dealers named in the
Prospectus Supplement relating to the Securities), banks and
trust companies, clearing corporations and certain other
organizations. Access to the Depository's system is also
available to others such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship
with a participant, either directly or indirectly ("indirect
participants"). Persons who are not participants may
beneficially own securities held by the Depository only through
participants or indirect participants.
The Depository has advised that pursuant to procedures
established by it (i) upon issuance of the Securities by GTE, the
Depository will credit the accounts of the participants
designated by the underwriters or dealers with the principal
amounts of the Securities purchased by the underwriters or
dealers, and (ii) ownership of beneficial interests in the Global
Security will be shown on, and the transfer of that ownership
will be effected only through, records maintained by the
Depository (with respect to participants' interests), the
participants and indirect participants (with respect to the
owners of beneficial interests in the Global Security). The laws
of some states require that certain persons take physical
delivery in definitive form of securities which they own.
Consequently, the ability to transfer beneficial interests in the
Global Security is limited to such extent.
So long as the Depository's nominee is the registered owner
of the Global Security, such nominee for all purposes will be
considered the sole owner or holder of the Securities. Except as
provided below, owners of beneficial interests in the Global
Security will not be entitled to have any of the Securities
registered in their names and will not receive or be entitled to
receive physical delivery of the Securities in definitive form.
Neither GTE, the Trustee, any paying agent of GTE nor the
Depository will have any responsibility or liability for any
aspect of the records relating to or payments made on account of
beneficial ownership interests in the Global Security, or for
maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Principal and interest payments on the Securities registered
in the name of the Depository's nominee will be made to the
Depository's nominee as the registered owner of the Global
Security. GTE and the Trustee will treat the persons in whose
names the Securities are registered as the owners of such
Securities for the purpose of receiving payment of principal and
interest on the Securities and for all other purposes whatsoever.
Therefore, neither GTE, the Trustee nor any paying agent of GTE
will have any direct responsibility or liability for the payment
of principal and interest on the Securities to owners of
beneficial interests in the Global Security. The Depository has
advised GTE and the Trustee that its present practice is, upon
receipt of any payment of principal or interest, to immediately
credit the accounts of the participants with such payment in
amounts proportionate to their respective holdings in principal
amount of beneficial interests in the Global Security as shown in
the records of the Depository. Payments by participants and
indirect participants to owners of beneficial interests in the
Global Security will be governed by standing instructions and
customary practices, as is now the case with securities held for
the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of the participants or
indirect participants.
If the Depository is at any time unwilling or unable to
continue as depository with respect to an outstanding series of
Securities or if at any
5
time the Depository shall no longer be registered or in good
standing under the Exchange Act or other applicable statute and a
successor depository is not appointed by GTE within 90 days, GTE
will issue Securities in definitive form in exchange for the
Global Security. In addition, GTE may at any time determine not
to have an outstanding series of Securities represented by a
Global Security. In either instance, an owner of a beneficial
interest in the Global Security will be entitled to have
Securities equal in principal amount to such beneficial interest
registered in its name and will be entitled to physical delivery
of such Securities in definitive form. Securities so issued in
definitive form will be issued in denominations of U.S. $1,000
and integral multiples thereof and will be issued in registered
form only, without coupons.
Modification of Indenture
The Indenture contains provisions permitting GTE and the
Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities of any
series at the time outstanding and affected by such modification,
to modify the Indenture or any supplemental indenture affecting
that series of the Securities or the rights of the holders of
that series of Securities; provided that no such modification
shall (i) extend the fixed maturity of any Security, or reduce
the principal amount thereof, or reduce the rate or extend the
time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof, without the consent of the
holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to
consent to any such supplemental indenture, without the consent
of each holder of Securities then outstanding and affected
thereby. (SECTION 9.02)
In addition, GTE and the Trustee may execute, without the
consent of any holder of Securities, any supplemental indenture
for certain other usual purposes including the creation of any
new series of the Securities. (SECTIONS 2.01, 9.01 and 10.01)
Events of Default and Notice Thereof
The Indenture provides that the following described events
constitute "Events of Default" constitute defaults with respect
to each series of the Securities issued thereunder: (a) failure
for 30 business days to pay interest on the Securities of that
series when due; (b) failure to pay principal or premium, if any,
on the Securities of that series when due, whether at maturity,
upon redemption, by declaration or otherwise, or to make any
sinking fund payment with respect to that series; (c) failure to
observe or perform any other covenant (other than those
specifically relating to another series) in the Indenture for 90
days after notice with respect thereto; or (d) certain events in
bankruptcy, insolvency or reorganization. (SECTION 6.01)
The holders of a majority in aggregate outstanding principal
amount of any series of the Securities have the right to direct
the time, method and place of conducting any proceeding for any
remedy available to the Trustee for that series. (SECTION 6.06)
The Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of any particular series of the
Securities may declare the principal due and payable immediately
upon an Event of Default with respect to such series, but the
holders of a majority in aggregate outstanding principal amount
of such series may annul such declaration and waive the default
if the default has been cured and a sum sufficient to pay all
matured installments of interest and principal and any premium
has been deposited with the Trustee. (SECTION 6.01)
6
The holders of a majority in aggregate outstanding principal
amount of any series of the Securities may, on behalf of the
holders of all the Securities of such series, waive any past
default except a default in the payment of principal, premium, if
any, or interest. (SECTION 6.06) GTE is required to file
annually with the Trustee a certificate as to whether or not GTE
is in compliance with all the conditions and covenants under the
Indenture. (SECTION 5.03(d))
5
Concerning the Trustee
The Trustee, prior to an Event of Default, undertakes to
perform only such duties as are specifically set forth in the
Indenture and, after the occurrence of an Event of Default, shall
exercise the same degree of care as a prudent individual would
exercise in the conduct of his or her own affairs. (SECTION
7.01) Subject to such provisions, the Trustee is under no
obligation to exercise any of the powers vested in it by the
Indenture at the request of any holder of Securities, unless
offered reasonable indemnity by such security holder against the
costs, expenses and liabilities which might be incurred thereby.
(SECTION 7.02) The Trustee is not required to expend or risk its
own funds or incur personal financial liability in the
performance of its duties if the Trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.
(SECTION 7.01)
GTE maintains a deposit account and banking relationship
with the Trustee. The Trustee serves as trustee under other
indentures pursuant to which unsecured debt securities of GTE are
outstanding.
EXPERTS AND LEGAL OPINIONS
The consolidated financial statements included or
incorporated by reference in GTE's Annual Report on Form 10-K for
the year ended December 31, 1994, which is incorporated by
reference in this Prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in
their report with respect thereto, and are incorporated herein in
reliance upon the authority of said firm as experts in giving
said report. Reference is made to said report, which includes an
explanatory paragraph with respect to changes in methods of
accounting for post-retirement benefits other than pensions, and
for income taxes, effective January 1, 1992, as disclosed in Note
5 to the consolidated financial statements.
Certain legal matters in connection with the Securities will
be passed upon for GTE by William P. Barr, Esq., its Senior Vice
President and General Counsel, and for the purchasers or
underwriters by Milbank, Tweed, Hadley & McCloy, New York, New
York. The statements of law and legal conclusions under "The
Securities" have been reviewed by Mr. Barr and are included upon
his authority as an expert. As of September 1, 1995, Mr. Barr
was the beneficial owner of approximately 76 shares of GTE Common
Stock and had options to purchase an aggregate of 107,600 shares
of GTE Common Stock.
PLAN OF DISTRIBUTION
GTE may sell any series of Securities in one or more of the
following ways: (i) to underwriters for resale to the public or
to institutional investors; (ii) directly to institutional
investors; or (iii) through GTE agents to the public or to
institutional investors. The Prospectus Supplement with respect
to each series of Securities will set forth the terms of the
offering of such Securities, including the name or names of any
underwriters or agents, the purchase price of such Securities and
the proceeds to GTE from such sale, any underwriting discounts or
agency fees and other items constituting underwriters' or agents'
compensation, any initial public offering price, any discounts or
concessions allowed or reallowed or paid to dealers and any
securities exchanges on which such Securities may be listed.
67
If underwriters are used in the sale, such Securities will
be acquired by the underwriters for their own account and may be
resold from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale.
Unless otherwise set forth in the Prospectus Supplement, the
obligations of the underwriters to purchase any series of
Securities will be subject to certain conditions precedent and
the underwriters will be obligated to purchase all of such series
of Securities if any are purchased. In the event of a default of
one or more of the underwriters involving not more than 10% of
the aggregate principal amount of the Securities offered for
sale, the non-defaulting underwriters would be required to
purchase the Securities agreed to be purchased by such defaulting
underwriter or underwriters. In the event of a default in excess
of 10% of the aggregate principal amount of the Securities, GTE
may, at its option, sell less than all the Securities offered.
Underwriters and agents may be entitled under agreements
entered into with GTE to indemnification by GTE against certain
civil liabilities, including liabilities under the Securities Act
of 1933, or to contribution with respect to payments which the
underwriters or agents may be required to make in respect
thereof. Underwriters and agents may be customers of, engage in
transactions with, or perform services for GTE in the ordinary
course of business.
78
_________________________________________
______________________________
No dealer, salesman or any other
person has been authorized to give any
information or to make any representations
other than those contained in this
Prospectus in connection with the offer GTE
Corporation
contained in this Prospectus, and, if
given or made, such information or
representations must not be relied upon.
This Prospectus does not constitute an
offering by GTE or any dealer in any
jurisdiction in which such offering may
not be lawfully made.
_________
CONTENTS
Page
Statement of Available Information .. 2
Incorporation of Certain Documents
by Reference .................... 2
The Corporation ..................... 2
Use of Proceeds ..................... 3
Consolidated Ratios of Earnings
to Fixed Charges ................ 3
The Securities ...................... 3
Experts and Legal Opinions .......... 6
Plan of Distribution ................ 6
_________________________________________
______________________________
P:S-3:112
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution:
The following is a statement of estimated expenses in
connection with the issuance and distribution of the securities
being registered, other than underwriting discounts and
commissions.
1. Registration fee .....................................
$349,615.39
2. Trustee's fees and expenses ..........................
12,500.00
3. Cost of printing and engraving .......................
65,000.00
4. Accounting fees ......................................
15,000.00
5. Rating agencies' fees ................................
163,600.00
6. Miscellaneous ........................................
4,284.61
TOTAL
$610,000.00
Item. 15. Indemnification of Directors and Officers:
GTE is a New York corporation. As permitted by New York
law, and as set forth in GTE's By-Laws, a director or officer of
GTE is entitled to indemnification by GTE against reasonable
expenses, including attorneys' fees, incurred in connection with
a civil or criminal proceeding in which such director or officer
has been involved, or to which he has been, or is threatened to
be, made a party, by reason of being a director or officer. In
addition, indemnification may be provided against judgments,
fines and amounts paid in settlement in such proceedings. In
general, however, indemnification is not available where the
director or officer acted in bad faith or personally gained a
financial profit or other advantage to which he was not legally
entitled. In addition, GTE's Certificate of Incorporation
provides that a director of GTE shall not be liable to GTE or its
shareholders for damages, except to the extent such exemption
from liability is not permitted under the New York Business
Corporation Law as the same exists or may hereafter be amended.
The directors and officers of GTE also are covered by insurance
policies against certain liabilities which might be incurred by
them in such capacities.
Item 16. Exhibits:
See Exhibit Index on Page E-1.
Item 17. Undertakings:
GTE hereby undertakes that, for the purpose of determining
any liability under the Securities Act of 1933, each filing of
GTE's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
II-1
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to officers, directors
and controlling persons of GTE pursuant to any charter provision,
by-law, contract, arrangement, statute or otherwise, GTE has been
advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than payment by GTE of expenses incurred or paid by an
officer, director or controlling person of GTE in the successful
defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the
securities being registered, GTE will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to the court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
GTE hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high and
of estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
Provided, however, that paragraphs (i) and (ii) shall not
apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by GTE pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Stamford, and State of Connecticut, on the 2nd day
of October, 1995.
GTE CORPORATION
(Registrant)
J. MICHAEL KELLY
J. Michael Kelly
Senior Vice President - Finance
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
(1) Principal executive officer:
CHARLES R. LEE
Chairman of the
Board )
(Charles R. Lee) and Chief Executive )
Officer )
)
(2) Principal financial officer: )
)
)
J. MICHAEL KELLY )
Senior Vice
President- )
(J. Michael Kelly) Finance )
)
)
(3) Principal accounting officer: )October 2,
1995
)
)
LAWRENCE R. WHITMAN )
Vice President
and )
(Lawrence R. Whitman) Controller )
)
)
)
(4) Directors: )
)
)
EDWIN L. ARTZT )
Director )
(Edwin L. Artzt) )
)
)
JAMES R. BARKER )
Director )
(James R. Barker) )
II-3
(4) Directors, cont'd.
EDWARD H. BUDD
Director )
(Edward H. Budd) )
)
)
)
KENT B. FOSTER )
Director )
(Kent B. Foster) )
)
)
JAMES L. JOHNSON )
Director )
(James L. Johnson) )
)
)
RICHARD W. JONES )
Director )
(Richard W. Jones) )
)
)
JAMES L. KETELSEN )
Director ) October
2, 1995
(James L. Ketelsen) )
)
)
CHARLES R. LEE )
Director )
(Charles R. Lee) )
)
)
MICHAEL T. MASIN )
Director )
(Michael T. Masin) )
)
)
SANDRA O. MOOSE )
Director )
(Sandra O. Moose) )
)
)
RUSSELL E. PALMER )
Director )
(Russell E. Palmer) )
)
)
HOWARD SLOAN )
Director )
(Howard Sloan) )
)
)
ROBERT D. STOREY )
Director )
(Robert D. Storey) )
P:S-3:16
II-4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-3 of our report dated January 26, 1995, included in GTE
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1994, and to the reference to our Firm under the
caption "Experts and Legal Opinions" in this Registration
Statement.
ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Stamford, Connecticut
October 2, 1995
II-5
P:S-3:17
EXHIBIT INDEX
Exhibit
Number
_______
1.l -Form of Purchase Agreement, including Standard
Purchase Agreement Provisions (October 1995
Edition).
4.l - Form of Indenture dated as of October 1, 1995
between GTE and The Bank of New York as Trustee.
4.2 - Form of Supplemental Indenture between GTE and
The Bank of New York as Trustee.
5 - Opinion of William P. Barr, Esq.
l2 - Consolidated Statement of Ratio of Earnings to
Fixed Charges (contained in Exhibit 12 to GTE's
Report on Form 10-Q for the quarter ended June
30, 1995).
23.l - The consent of Arthur Andersen LLP is included
elsewhere in this Registration Statement.
23.2 - The consent of William P. Barr, Esq. (contained
in opinion filed as Exhibit 5).
25 - Form T-l Statement of Eligibility under the Trust
Indenture Act of l939, as amended, of The Bank of
New York.
26 - Form of Invitation For Bids.
P:S-3:18
E-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 purchasers named in Schedule A attached hereto (the
"Purchasers"), agrees to purchase agree to purchase, the New
Securities at
% of their principal amount plus accrued interest, if any,
from
, 199 to the date of payment for the New Securities and
delivery thereof. Interest on the New Securities will be payable
on and
, commencing . The New Securities will
be reoffered to the public at % of their principal
amount.
All the provisions contained in GTE's Standard Purchase
Agreement Provisions (October 1995 Edition) (the "Standard
Purchase Agreement Provisions") annexed hereto shall be deemed to
be a part of this Purchase Agreement to the same extent as if
such provisions had been set forth in full herein.
REDEMPTION PROVISIONS:
[The New Securities will not be redeemable prior to
maturity.]
OR
[The redemption price applicable to redemptions to and
including (the "initial regular redemption price") will be
the initial public offering price as defined below plus the rate
of interest on the New Securities; the redemption price during
the twelve month period beginning and during the
twelve month periods beginning on each thereafter
through the twelve month period ended will be
determined by reducing the initial regular redemption price by an
amount determined by multiplying (a) 1/ of the amount by which
such initial regular redemption price exceeds 100% by (b) the
number of such full twelve month periods which shall have elapsed
between , and the date fixed for redemption; and
thereafter the redemption prices during the twelve month periods
beginning ________, shall be 100%; provided, however, that
all such prices will be specified to the nearest 0.01% or if
there is no nearest 0.01%, then to the next higher 0.01%.
For the purpose of determining the redemption prices of the
New Securities, the initial public offering price of the New
Securities shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which the
New Securities are to be initially offered for sale to the
public; if there is not a public offering of the New Securities,
the initial public offering price of the New Securities shall be
deemed to be the price, expressed in percentage of principal
amount (exclusive of accrued interest), to be paid to GTE by the
Purchasers.
None of the New Securities may be called for redemption at
the option of GTE prior to if such redemption is for
the purpose or in anticipation of refunding any New Securities by
the application, directly or indirectly, of funds borrowed by GTE
at an annual cost of money (calculated in accordance with
generally accepted financial practice) less than the annual cost
of money to GTE resulting from the sale of the New Securities to
the Purchasers. (If Applicable)]
-2-
SINKING FUND PROVISIONS:
(If Applicable)
CLOSING:
The Purchasers agree to pay for the New Securities in New
York Clearing House (next day) funds upon delivery of such New
Securities at (New York City time) on , 199
(the "Closing Date") or at such other time, not later than the
seventh full business day thereafter as shall be agreed upon by
GTE and the Purchasers or the firm or firms designated as the
representative or representatives, as the case may be, of the
Purchasers (the "Representative").
DENOMINATION OF NEW SECURITIES:
[The New Securities shall be in the form of temporary or
definitive fully-registered New Securities in denominations of
One Thousand Dollars ($1,000) or any integral multiple thereof,
registered in such names as the Purchasers or the Representative
shall request not less than two business days before the Closing
Date. GTE agrees to make the New Securities available to the
Purchasers or the Representative for inspection at the office of
The Bank of New York, New York, New York, at least twenty-four
hours prior to the time fixed for the delivery of the New
Securities on the Closing Date.]
OR
[The New Securities shall be in the form of temporary or
definitive fully-registered New Securities in denominations as
GTE may determine (if other than U.S. $1,000) and denominated in
such foreign currency or composite currency as GTE may determine,
registered in such names as the Purchasers or the Representative
shall request not less than two business days before the Closing
Date. GTE agrees to make the New Securities available to the
Purchasers or the Representative for inspection at the office of
The Bank of New York, New York, New York, at least twenty-four
hours prior to the time fixed for the delivery of the New
Securities on the Closing Date.]
OR
[The New Securities shall be in the form of a Global
Security which shall represent, and shall be denominated in an
amount equal to the aggregate principal amount of, the New
Securities and shall be registered in the name of (name of
depository) or its nominee. GTE agrees to make the New
Securities available to the Purchasers or the Representative for
inspection at the office of (name and address of depository), at
least twenty-four hours prior to the time fixed for the delivery
of the New Securities on the Closing Date.]
RESALE:
[The Purchasers represent that they intend to resell the New
Securities, and therefore the provisions applicable to Reselling
Purchasers in the Standard Purchase Agreement Provisions will be
applicable.]
OR
[The Purchasers represent that they do not intend to resell
the New Securities, and therefore the provisions applicable to
Reselling Purchasers in the Standard Purchase Agreement
Provisions will not be applicable.]
- 3 -
In witness whereof, the parties have executed this Purchase
Agreement this day of , 199 .
(Name of Purchasers or
Representative)
By
Title:
GTE CORPORATION
By
Title:
P:S-3:19
2
SCHEDULE A
The names of the Purchasers and the principal amount of New
Securities which each respectively offers to purchase are as
follows:
Principal Amount
Name of New Securities
$
Total................... $ ,000,000
GTE CORPORATION
STANDARD PURCHASE AGREEMENT PROVISIONS
(October 1995 Edition)
GTE Corporation, a New York corporation ("GTE"), may enter
into one or more purchase agreements providing for the sale of
designated securities to the purchaser or purchasers named
therein (the "Purchasers"). The standard provisions set forth
herein will be incorporated by reference in any such purchase
agreement ("Purchase Agreement"). The Purchase Agreement,
including these Standard Purchase Agreement Provisions
incorporated therein by reference, is hereinafter referred to as
"this Agreement." Unless otherwise defined herein, terms used in
this Agreement that are defined in the Purchase Agreement have
the meanings set forth therein.
I. SALE OF THE SECURITIES
GTE proposes to issue one or more series of securities (the
"Securities") pursuant to the provisions of an Indenture dated as
of October 1, 1995 between GTE and The Bank of New York, as
Trustee (the "Indenture"). Pursuant to supplemental indentures
supplementing and/or amending the aforementioned Indenture, GTE
will designate the title of each series, aggregate principal
amount, date or dates of maturity, dates for payment and rate of
interest, redemption dates, prices, obligations and restrictions,
if any, and any other terms with respect to each such series.
GTE has filed with the Securities and Exchange Commission
(the "Commission") registration statement No. 33- relating
to $900,000,000 of GTE's securities registered thereunder and
$600,000,000 of GTE's securities registered under Registration
Statement No. 33-40247 (the amounts remaining unsold thereunder
from time to time, collectively, the "Securities"), including a
prospectus which, pursuant to Rule 429, of the Securities Act of
1933, as amended (the "Act"), relates to the Securities, and has
filed with, or transmitted for filing to, the Commission (or will
promptly after the sale so file or transmit for filing) a
prospectus supplement specifically relating to a particular
series of Securities (such particular series being hereinafter
referred to as the "New Securities") pursuant to Rule 424(b)
under the Act ("Rule 424(b)"). The term "Registration Statement"
means the registration statements referred to herein as amended
to the date of the Purchase Agreement. The term "Basic
Prospectus" means the prospectus relating to the Securities filed
with Registration Statement No. 33- . The term "Prospectus"
means the Basic Prospectus together with the prospectus
supplement specifically relating to the New Securities, as filed
with, or transmitted for filing to, the Commission pursuant to
Rule 424(b). As used herein, the terms "Registration Statement",
"Basic Prospectus", and "Prospectus" shall include in each case
the material, if any, incorporated by reference therein.
II. PURCHASER'S REPRESENTATIONS AND RESALE
Each Purchaser represents and warrants that information
furnished in writing to GTE expressly for use with respect to the
New Securities will not contain any untrue statement of a
material fact and will not omit any material fact in connection
with such information necessary to make such information not
misleading.
If the Purchasers advise GTE in the Purchase Agreement that
they intend to resell the New Securities, GTE will assist the
Purchasers as hereinafter provided. The terms of any such
resale will be furnished to GTE in writing and will be set forth
in the Prospectus. The provisions of Paragraphs D and E of
Article VI and Articles VIII, IX and X of this Agreement apply
only to Purchasers that have advised GTE of their intention to
resell the New Securities ("Reselling Purchasers"). All other
provisions apply to any Purchaser including a Reselling
Purchaser.
-2-
III. CLOSING
The closing will be held at the office of GTE Service
Corporation, 4th Floor, One Stamford Forum, Stamford, Connecticut
06904 on the Closing Date. Concurrent with the delivery of the
New Securities to the Purchasers or to the Representative for the
account of each Purchaser, payment of the full purchase price of
the New Securities shall be made by the Purchasers or the
Representative by certified or official bank check or checks in
New York Clearing House (next day) funds, payable to GTE or its
order, at The Bank of New York, One Wall Street, New York, New
York, Attention: Corporate Trust Department. Upon notification
to GTE of receipt of such check or checks by The Bank of New
York, such check or checks shall be deemed to be delivered at the
closing.
IV. CONDITIONS TO PURCHASERS' OBLIGATIONS
The respective obligations of the Purchasers hereunder are
subject to the following conditions:
(A) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission; since the latest date as of which information is
given in the Registration Statement, there shall have been no
material adverse change in the business, business prospects,
properties, financial condition or results of operations of GTE;
and the Purchasers or the Representative shall have received on
the Closing Date the customary form of compliance certificate
dated the Closing Date and signed by the Chairman, a Vice
Chairman, the President or a Vice President of GTE, including the
foregoing. The officer making such certificate may rely upon the
best of his or her knowledge as to proceedings pending or
threatened.
(B) The Purchasers or the Representative shall have
received on the Closing Date an opinion of William P. Barr,
Senior Vice President and General Counsel of GTE, dated the
Closing Date, substantially in the form set forth in Exhibit A
hereto.
(C) The Purchasers or the Representative shall have
received on the Closing Date an opinion of Milbank, Tweed, Hadley
& McCloy, 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 Arthur Andersen LLP,
independent public accountants for GTE, dated as of the Closing
Date, to the effect set forth in Exhibit C hereto.
V. CONDITIONS TO GTE'S OBLIGATIONS
The obligations of GTE hereunder are subject to the
following conditions:
(A) The Registration Statement shall have become effective
and no stop order suspending the effectiveness of the
Registration Statement shall be in effect, and no proceedings for
such purpose shall be pending before or threatened by the
Commission.
(B) GTE shall have received on the Closing Date the full
purchase price of the New Securities purchased hereunder.
-3-
VI. COVENANTS OF GTE
In further consideration of the agreements contained herein
of the Purchasers, GTE covenants to the several Purchasers as
follows:
(A) To furnish to the Purchasers a copy of the Registration
Statement including materials, if any, incorporated by reference
therein and, during the period mentioned in (D) below, to supply
as many copies of the Prospectus, any documents incorporated by
reference therein and any supplements and amendments thereto as
the Purchasers or the Representative may reasonably request. The
terms "supplement" and "amendment" or "amend" as used in this
Agreement shall include all documents filed by GTE with the
Commission subsequent to the effective date of the Registration
Statement, or the date of the Basic Prospectus, as the case may
be, pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which are deemed to be incorporated by
reference therein.
(B) For a period of five years, unless all of the New
Securities shall be sooner retired, to deliver to any Purchaser
who may so request, (i) as soon as practicable after the end of
each fiscal year, a balance sheet of GTE and its consolidated
subsidiaries as of the end of such year and related statements of
income, amounts paid in, in excess of par value, foreign currency
translation adjustment, reinvested earnings and changes in
financial position for such year, all as examined by independent
public accountants, and, (ii) as soon as practicable after the
end of each of the first three quarterly periods of each such
year, a Form 10-Q of GTE as filed with the Commission.
(C) Before amending or supplementing the Registration
Statement or the Prospectus with respect to the New Securities,
to furnish to any Purchaser or the Representative, and to counsel
for the Purchasers a copy of each such proposed amendment or
supplement.
The covenants in Paragraphs (D) and (E) apply only to Reselling
Purchasers:
(D) If in the period after the first date of resale of the
New Securities during which, in the opinion of counsel for the
Reselling Purchasers, the Prospectus is required by law to be
delivered, any event shall occur as a result of which it is
necessary to amend or supplement the Prospectus in order to make
a statement therein, in light of the circumstances when the
Prospectus is delivered to a subsequent purchaser, not materially
misleading, or if it is otherwise necessary to amend or
supplement the Prospectus to comply with law, forthwith to
prepare and furnish, at its own expense (unless such amendment
shall relate to information furnished by the Purchasers or the
Representative by or on behalf of the Purchasers in writing
expressly for use in the Prospectus), to the Reselling
Purchasers, the number of copies requested by the Reselling
Purchasers of either amendments or supplements to the Prospectus
so that the statements in the Prospectus as so amended or
supplemented will not, in light of the circumstances when the
Prospectus is delivered to a subsequent purchaser, be misleading
or so that the Prospectus will comply with law.
(E) To use its best efforts to qualify the New Securities
for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Purchasers or the Representative shall
reasonably request and to pay all expenses (including fees and
disbursements of counsel) in connection therewith and in
connection with the determination of the eligibility of the New
Securities for investment under the laws of such jurisdictions as
the Purchasers or the Representative may designate; provided,
however, that GTE,
-4-
in complying with the foregoing provisions of this paragraph,
shall not be required to qualify as a foreign company or to
register or qualify as a broker or dealer in securities in any
jurisdiction or to consent to service of process in any
jurisdiction other than with respect to claims arising out of the
offering or sale of the New Securities; provided, further, that
GTE shall not be required to continue the qualification of the
New Securities beyond one year from the date of the sale of the
New Securities.
VII. REPRESENTATIONS AND WARRANTIES OF GTE
GTE represents and warrants to the several Purchasers that
(i) each document, if any, filed or to be filed pursuant to the
Exchange Act and incorporated by reference in the Basic
Prospectus or the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act and the
rules and regulations thereunder, (ii) each part of the
Registration Statement filed with the Commission pursuant to the
Act relating to the New Securities, when such part became
effective, did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, (iii) on the effective date of the Registration
Statement, the date the Prospectus is filed pursuant to Rule
424(b) and at all times subsequent to and including the Closing
Date, the Registration Statement and the Prospectus, as amended
or supplemented, if applicable, complied or will comply in all
material respects with the Act and the applicable rules and
regulations thereunder, (iv) on the effective date of the
Registration Statement, the Registration Statement did not
contain, and as amended or supplemented, if applicable, will not
contain, any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein
not misleading, and on the date of the Prospectus, or any
amendment or supplement thereto, is filed pursuant to Rule 424(b)
and on the Closing Date, the Prospectus did not or will not
contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were
made, not misleading; except that these representations and
warranties do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information
furnished to GTE by any Purchaser or the Representative by or on
behalf of any Purchaser in writing expressly for use therein or
to statements or omissions in the Statement of Eligibility of the
Trustee under the Indenture, (v) the consummation of any
transaction herein contemplated will not result in a breach of
any of the terms of any agreement or instrument to which GTE is a
party, and (vi) the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended.
VIII. INDEMNIFICATION
GTE agrees to indemnify and hold harmless each Reselling
Purchaser and each person, if any, who controls such Reselling
Purchaser within the meaning of either Section 15 of the Act or
Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities based upon any untrue
statement or alleged untrue statement of a material fact
contained in the Registration Statement, the Basic Prospectus or
the Prospectus (if used within the period set forth in Paragraph
(D) of Article VI hereof, and as amended or supplemented if GTE
shall have furnished any amendments or supplements thereto), or
based upon any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are based upon any such
untrue statement or omission or alleged untrue statement or
omission based upon information furnished to GTE by any Reselling
Purchaser or the Representative on behalf of any Reselling
-5-
Purchaser in writing expressly for use therein or by any
statement or omission in the Statement of Eligibility of the
Trustee under the Indenture. The foregoing agreement, insofar as
it relates to the Prospectus, shall not inure to the benefit of
any Reselling Purchaser (or to the benefit of any person
controlling such Reselling Purchaser) on account of any losses,
claims, damages or liabilities arising from the sale of any New
Securities by said Reselling Purchaser to any person if a copy of
the Prospectus (as supplemented or amended, if prior to
distribution of the Prospectus to the Reselling Purchaser GTE
shall have made any supplements or amendments which have been
furnished to said Reselling Purchaser) shall not have been sent
or given by or on behalf of such Purchaser to such person at or
prior to the written confirmation of the sale of the New
Securities to such person and such statement or omission is cured
in the Prospectus.
Each Reselling Purchaser agrees to indemnify and hold
harmless GTE, its directors, its officers who sign the
Registration Statement and any person controlling GTE to the same
extent as the foregoing indemnity from GTE to each Reselling
Purchaser, but only with reference to information relating to
said Reselling Purchaser furnished in writing by or on behalf of
said Reselling Purchaser expressly for use in the Registration
Statement or the Prospectus.
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to either of
the two preceding paragraphs, such person (the "indemnified
party") shall promptly notify the person or persons against whom
such indemnity may be sought (the "indemnifying party") in
writing and the indemnifying party, upon request of the
indemnified party, shall retain counsel reasonably satisfactory
to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such
proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any
indemnified party shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense
of such indemnified party unless the indemnifying party and the
indemnified party shall have mutually agreed to the retention of
such counsel. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent
but if settled with such consent or if there be a final judgment
for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by
reason of such settlement or judgment.
If the indemnification provided for in this Article VIII is
unavailable to an indemnified party under the first or second
paragraph hereof or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified
party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect
the relative benefits received by GTE on the one hand and the
Reselling Purchasers on the other from the offering of the New
Securities or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to
in clause (i) above but also the relative fault of GTE on the one
hand and of the Reselling Purchasers on the other in connection
with the statement or omission that resulted in such losses,
claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative benefits received by GTE
on the one hand and the Reselling Purchasers on the other in
connection with the offering of the New Securities shall be
deemed to be in the same proportion as the total net proceeds
from the offering of the New Securities received by GTE bear to
the total commissions, if any, received by all of the Reselling
Purchasers in respect thereof. If there are no commissions
allowed
-6-
or paid by GTE to the Reselling Purchasers in respect of the New
Securities, the relative benefits received by the Reselling
Purchasers in the preceding sentence shall be the difference
between the price received by such Reselling Purchasers upon
resale of the New Securities and the price paid for the New
Securities pursuant to the Purchase Agreement. The relative
fault of GTE on the one hand and of the Reselling Purchasers on
the other shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a
material fact relates to information supplied by GTE or by the
Reselling Purchasers and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission.
The amount paid or payable by an indemnified party as a
result of the losses, claims, damages and liabilities referred to
in the immediately preceding paragraph shall be deemed to
include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or
claim. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation.
IX. SURVIVAL
The indemnity and contribution agreements contained in
Article VIII and the representations and warranties of GTE
contained in Article VII of this Agreement shall remain operative
and in full force and effect regardless of (i) any termination of
this Agreement, (ii) any investigation made by any Reselling
Purchaser or on behalf of any Reselling Purchaser or any person
controlling any Reselling Purchaser and (iii) acceptance of and
payment for any of the New Securities.
X. TERMINATION BY RESELLING PURCHASERS
At any time prior to the Closing Date, this Agreement shall
be subject to termination in the absolute discretion of any
Reselling Purchaser, by notice given to GTE, if (i) trading in
securities generally on the New York Stock Exchange shall have
been suspended or materially limited, (ii) a general moratorium
on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities, (iii)
minimum prices shall have been established on the New York Stock
Exchange by Federal or New York State authorities or (iv) any
outbreak or material escalation of hostilities involving the
United States or the declaration by the United States of a
national emergency or war or other calamity or crisis shall have
occurred, the effect of which is such as to make it impracticable
or inadvisable to proceed with the delivery of the New Securities
on the terms and in the manner contemplated by the Prospectus.
XI. TERMINATION BY PURCHASERS
If this Agreement shall be terminated by the Purchasers
because of any failure or refusal on the part of GTE to comply
with the terms or to fulfill any of the conditions of this
Agreement, or if for any reason (other than those set forth in
Article V) GTE shall be unable to perform its obligations under
this Agreement, GTE will reimburse the Purchasers for all out-of-
pocket expenses (including the fees and disbursements of counsel)
reasonably incurred by such Purchasers in connection with the New
Securities. Except as provided herein, the Purchasers shall bear
all of their expenses, including the fees and disbursements of
counsel.
-7-
XII. SUBSTITUTION OF PURCHASERS
If for any reason any Purchaser shall not purchase the New
Securities it has agreed to purchase hereunder, the remaining
Purchasers shall have the right within 24 hours to make
arrangements satisfactory to GTE for the purchase of such New
Securities hereunder. If they fail to do so, the amounts of New
Securities that the remaining Purchasers are obligated,
severally, to purchase under this Agreement shall be increased in
the proportions which the total amount of New Securities which
they have respectively agreed to purchase bears to the total
amount of New Securities which all non-defaulting Purchasers have
so agreed to purchase, or in such other proportions as the
Purchasers may specify to absorb such unpurchased New Securities,
provided that such aggregate increases shall not exceed 10% of
the total amount of the New Securities set forth in Schedule A to
the Purchase Agreement. If any unpurchased New Securities still
remain, GTE shall have the right either to elect to consummate
the sale except as to any such unpurchased New Securities so
remaining or, within the next succeeding 24 hours, to make
arrangements satisfactory to the remaining Purchasers for the
purchase of such New Securities. In any such cases, either the
Purchasers or the Representative or GTE shall have the right to
postpone the Closing Date for not more than seven business days
to a mutually acceptable date. If GTE shall not elect to so
consummate the sale and any unpurchased New Securities remain for
which no satisfactory substitute Purchaser is obtained in
accordance with the above provisions, then this Agreement shall
terminate without liability on the part of any non-defaulting
Purchaser or GTE for the purchase or sale of any New Securities
under this Agreement. No provision in this paragraph shall
relieve any defaulting Purchaser of liability to GTE for damages
occasioned by such default.
XIII. MISCELLANEOUS
This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of New York.
P:S-3:31
EXHIBIT A
WILLIAM P. BARR
Senior Vice President & General Counsel
GTE CORPORATION
One Stamford Forum, Stamford, Connecticut 06904
__________, 199_
and the other several Purchasers
listed in the Purchase Agreement
dated ________, 199_ among such
Purchasers and GTE Corporation
RE: GTE CORPORATION
$ _____________
Dear Sirs:
I have been requested by GTE Corporation a New York
corporation (the "Corporation"), as its Senior Vice President and
General Counsel to furnish you with my opinion pursuant to a
Purchase Agreement dated ______, 199_ (the "Agreement") between
you and the Corporation, relating to the purchase and sale of
$___,000,000 aggregate principal amount of its ___________ (the
"New Securities").
In this connection I have examined among other things:
(a) The Certificate of Incorporation of the Corporation, as
amended, and the by-laws, each as presently in effect;
(b) A copy of the Indenture dated as of October 1, 1995
(the "Indenture") as supplemented, including by a Supplemental
Indenture dated _______, 199_ (the "Supplemental Indenture")
between the Corporation and The Bank of New York, as Trustee (the
"Trustee"), under which the New Securities are being issued and
the resolution of the Board of Directors of the Corporation
specifically authorizing the New Securities, including the
issuance and sale of the New Securities (the "Board Resolution");
(c) The forms of the New Securities set forth in the
Supplemental Indenture;
(d) The records of the corporate proceedings of the
Corporation relating to the authorization, execution and delivery
of the Indenture and the Supplemental Indenture;
(e) The records of the corporate proceedings of the
Corporation relating to the authorization, execution and delivery
of the Agreement;
(f) The record of all proceedings taken by the Corporation
relating to the registration of the New Securities under the
Securities Act of 1933, as amended (the "Act"), and qualification
of the Indenture under the Trust Indenture Act of 1939, as
amended (the "TIA"), particularly Registration Statement No. 33-
40247 and Registration Statement No. 33-_____, including the form
of prospectus contained therein (unless the context shall
otherwise
-2-
require, Registration Statement No. 33-______ as amended is
hereinafter called the "Registration Statement" and the
prospectus dated _________, together with the prospectus
supplement dated __________ relating to the New Securities in the
form filed under Rule 424(b) of the Act, is hereinafter called
the "Prospectus").
(g) Certain documents filed by the Corporation under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
which are incorporated by reference in the Prospectus (the
"Incorporated Documents").
On the basis of my examination of the foregoing and of such
other documents and matters as I have deemed necessary as the
basis for the opinions hereinafter expressed, I am of the opinion
that:
1. The Corporation is a corporation duly
incorporated, validly existing and in good standing under the
laws of the State of New York, is a duly licensed and qualified
foreign corporation in good standing under the laws of the State
of Connecticut, and has adequate corporate power to carry on the
business in which it is now engaged.
2. All legal proceedings necessary to the
authorization, issue and sale of the New Securities to you have
been taken by the Corporation.
3. The Agreement has been duly and validly authorized,
executed and delivered by the Corporation.
4. The Indenture and the Supplemental Indenture have
been duly authorized by the Corporation and have been duly
executed by the Corporation and the Trustee and delivered by the
Corporation. The Indenture, as supplemented, constitutes a
legal, valid and binding agreement of the Corporation enforceable
in accordance with its terms, except as limited by bankruptcy,
insolvency and other laws affecting the enforcement of creditors'
rights and the availability of equitable remedies. The Indenture
and Supplemental Indenture have been duly qualified under the
TIA.
5. The New Securities conform as to legal matters
with the statements concerning them in the Registration Statement
and Prospectus and have been duly authorized and executed by the
Corporation and (assuming due authentication and delivery thereof
by the Trustee) have been duly issued under the Indenture, as
supplemented, and (subject to the qualifications set forth in
paragraph 4 above) constitute legal, valid and binding
obligations of the Corporation enforceable in accordance with
their terms and are entitled to the benefits afforded by the
Indenture, as supplemented.
6. Except as may be required by the securities or
Blue Sky laws of certain jurisdictions, no authorization,
approval or consent of any governmental regulatory authority is
required for the issuance and sale of the New Securities.
7. Registration Statement No. 33-40247 became
effective on May 16, 1991 and Registration Statement No. 33-
______ became effective on __________, 199_, and, to the best of
my knowledge, no proceedings under Section 8 of the Act looking
toward the possible issuance of a stop order with respect thereto
are pending or threatened and the Registration Statement remains
in effect on the date hereof. The Registration Statement and the
Prospectus comply as to form in all material respects with the
relevant provisions of the Act and of
-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 statements of law and legal conclusions
referred to in the Registration Statement and Prospectus as
expressing my opinion as counsel for the Company are correct. I
participated in the preparation of the Registration Statement and
Prospectus and I have no reason to believe that the Registration
Statement, the Prospectus or the Incorporated Documents,
considered as a whole on the effective date of the Registration
Statement and on the date hereof, contained or contain any untrue
statement of a material fact or omitted or omit to state any
material fact required to be stated therein or necessary to make
the statements therein not misleading.
Without my prior written consent, this opinion may not be
relied upon by any person or entity other than the addressee,
quoted in whole or in part, or otherwise referred to in any
report or document, or furnished to any other person or entity,
except that Milbank, Tweed, Hadley & McCloy may rely upon this
opinion as if this opinion were separately addressed to them.
Very truly yours,
WILLIAM P. BARR, Esq.
cc: Milbank, Tweed, Hadley & McCloy
P:S-3:34
EXHIBIT B
MILBANK, TWEED, HADLEY & McCLOY
1 Chase Manhattan Plaza
New York, New York 10005
__________,
199_
GTE CORPORATION
$ __________
and the other several Purchasers
referred to in the Purchase Agreement
dated _________, ____ among such
Purchasers and GTE Corporation
Dear Sirs:
We have been designated by GTE Corporation (the
"Corporation") as counsel for the purchasers of $___,000,000
aggregate principal amount of its _________ (the "New
Securities"). Pursuant to such designation and the terms of a
Purchase Agreement dated ________, 199_, relating to the New
Securities (the "Purchase Agreement"), entered into by you with
the Corporation, we have acted as your counsel in connection with
your several purchases this day from the Corporation of the New
Securities, which are issued under an Indenture dated as of
October 1, 1995 between the Corporation and The Bank of New York,
as trustee (the "Trustee"), as supplemented, including by a ____
Supplemental Indenture dated _______, 199_ (collectively, the
"Indenture").
We have reviewed originals, or copies certified to our
satisfaction, of such corporate records of the Corporation,
indentures, agreements and other instruments, certificates of
public officials and of officers and representatives of the
Corporation, and other documents, as we have deemed necessary as
a basis for the opinions hereinafter expressed. In such
examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals,
the conformity with the original documents of all documents
submitted to us as copies and the authenticity of the originals
of such latter documents. As to various questions of fact
material to such opinions, we have, when relevant facts were not
independently established, relied upon certifications by officers
of the Corporation and other appropriate persons and statements
contained in the Registration Statement hereinafter mentioned.
In addition, we attended the closing held today at the
offices of GTE Service Corporation, One Stamford Forum, Stamford,
Connecticut, at which the Corporation caused to be delivered to
your representatives at The Depository Trust Company, 55 Water
Street, New York, New York, for your several accounts against
payment therefor.
On the basis of the foregoing and having regard to legal
considerations which we deem relevant, we are of the opinion
that:
1. The Corporation is a validly existing corporation,
in good standing, under the laws of the State of New York.
2. The Purchase Agreement has been duly authorized,
executed and delivered by the Corporation.
3. The Indenture has been duly authorized, executed
and delivered by the Corporation and constitutes a legal,
valid and binding agreement of the Corporation, enforceable
in accordance with its terms, except as limited by
bankruptcy, insolvency, reorganization, moratorium or
similar laws of general applicability affecting the
enforceability of creditors' rights. The enforceability of
the Indenture is subject to the effect of general principles
of equity (regardless of whether considered in a proceeding
in equity or at law), including without limitation (i) the
possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (ii) concepts of
materiality, reasonableness, good faith and fair dealing.
The Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended.
4. The New Securities have been duly authorized and
conform as to legal matters in all substantial respects to
the description thereof contained in the Registration
Statement and Prospectus hereinafter mentioned. The New
Securities, assuming due execution thereof by the
Corporation and due authentication and delivery by the
Trustee, have been duly issued for value by the Corporation
and (subject to the qualifications stated in paragraph 3
above) constitute legal, valid and binding obligations of
the Corporation, enforceable in accordance with their terms
and are entitled to the benefits afforded by the Indenture
in accordance with the terms of the Indenture and of the New
Securities.
5. Except as may be required by Securities or blue sky
laws of certain jurisdictions, no authorization, approval or
consent of any governmental regulatory authority is required
for the issuance and sale of the New Securities.
6. On the basis of information received by the
Corporation from the Securities and Exchange Commission (the
"Commission"), the Registration Statement No. 33-40247 and
Registration Statement No. __________ with respect to the
Securities (the "Registration Statement"), filed with the
Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), became effective under the Act on May
16, 1991 and ________, 199_, respectively, and the
Prospectus dated ________, 199_ as supplemented by the
Prospectus Supplement dated _________, 199_ (collectively,
the Prospectus) became lawful for use for the purposes
specified in the Act, in connection with the offer for sale
and sale of the New Securities in the manner therein
specified, subject to compliance with the provisions of
securities or blue sky laws of certain jurisdictions in
connection with the offer for sale or sale of the New
Securities in such jurisdictions. To the best of our
knowledge the Registration Statement(s) remains in effect at
this date.
7. The Registration Statements as of their effective
dates, and the Prospectus as of the date hereof, except any
financial statements or other financial data contained or
incorporated by reference therein, as to which no opinion is
expressed, complied or comply as to form in all material
respects with the relevant requirements of the Act and the
applicable published instructions, rules and regulations of
the Commission thereunder.
We are members of the New York bar only and, except as set
forth in the next paragraph, express no opinion as to matters
governed by any laws other than the laws of New York and the
Federal laws of the United States of America, and the extent that
the foregoing opinions involve the laws of the State of
Connecticut, in reliance upon the opinion of even date herewith
of William P. Barr, Esq., Senior Vice President and General
Counsel of the Corporation, furnished pursuant to the Purchase
Agreement, the laws of the State of Connecticut.
The Registration Statements were filed on Form S-3 under the
Act and, accordingly, the Prospectus does not necessarily contain
a current description of the Corporation's business and affairs
since Form S-3 provides for the incorporation by reference of
certain documents filed with the Commission which contain
descriptions as of various dates. We participated in
conferences with counsel for, and representatives of, the
Corporation in connection with the preparation of the
Registration Statement and Prospectus and we have reviewed
certain documents filed by the Corporation under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which are
incorporated by reference in the Prospectus (such documents filed
prior to the effective date of the Registration Statements and
listed in the Prospectus as being incorporated by reference are
herein called the "Incorporated Documents"). In connection with
our participation in the preparation of the Registration
Statements and the Prospectus, we have not independently verified
the accuracy, completeness or fairness of the statements
contained therein or in the Incorporated Documents, and the
limitations inherent in the review made by us and the knowledge
available to us are such that we are unable to assume, and we do
not assume, any responsibility for the accuracy, completeness, or
fairness of the statements contained in the Registration
Statements, the Prospectus or the Incorporated Documents, except
as otherwise specifically stated herein. None of the foregoing
disclosed to us any information which gave us reason to believe
that the Registration Statement, the Prospectus or the
Incorporated Documents, considered as a whole on the effective
date of the Registration Statement(s) contained any untrue
statement of a material fact or omitted or omit to state a
material fact required to be stated therein or necessary in order
to make the statements therein not misleading or that the
Prospectus and the Incorporated Documents, considered as a whole
on the date hereof, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under
which they were made, not misleading. We express no opinion as
to any document filed by the Corporation under the Exchange Act,
whether prior or subsequent to such effective date, except to the
extent that such documents are Incorporated Documents read
together with the Registration Statement(s) or the Prospectus and
considered as a whole, nor do we express any opinion as to the
financial statements or other financial data included in or
omitted from, or incorporated by reference in, the Registration
Statement(s), the Prospectus or the Incorporated Documents.
The opinions contained herein are rendered to you and are solely
for your benefit in connection with the transactions contemplated
by the Purchase Agreement. These opinions may not be relied upon
by you for any other purpose, or furnished to, quoted or relied
upon by any other person, firm or corporation for any purpose,
without our prior written consent.
Very truly yours,
MILBANK, TWEED, HADLEY & McCLOY
P:S-3:37
EXHIBIT C
LETTER OF INDEPENDENT PUBLIC ACCOUNTANTS
The letter of independent public accountants for GTE to be
delivered pursuant to Article IV, paragraph (D) of the document
entitled Standard Purchase Agreement Provisions, October 1995
Edition, shall be to the effect that:
At the closing, the Purchaser(s) shall have received such
number of copies as are necessary to provide one for each
Purchaser of a letter addressed to GTE and satisfactory to the
Purchaser(s), dated as of the Closing Date and encompassing the
performance of certain procedures described in the letter as of a
date not more than five business days prior to the Closing Date,
(the "Cutoff Date") from Arthur Andersen LLP confirming that they
are independent public accountants with respect to the Company
within the meaning of the Act and the applicable published rules
and regulations of the Commission thereunder, specifically Rule 2-
01 of Regulation S-X, and stating in effect (1) that in their
opinion, the financial statements and schedules examined by them
and incorporated by reference in the Prospectus comply as to form
in all material respects with the applicable accounting
requirements of the Act, and the Exchange Act, and the published
rules and regulations thereunder, and (2) that although they have
not audited any financial statements of the Company as of any
date or for any period subsequent to the prior-year audit, and
although they have conducted an audit for that period, the
purpose (and therefore the scope) of the audit was to enable them
to express their opinion on the financial statements as of that
date and for the year then ended, but not on the financial
statements for any interim period within that year; therefore,
they are unable to and do not express any opinion on the
unaudited condensed balance sheet as of the latest available
interim date, and the unaudited condensed statements of income,
reinvested earnings, and cash flows for the latest available
interim period subsequent to that prior-year audit which are
included in the Prospectus; to the extent required, they have
performed the procedures specified by the American Institute of
Certified Public Accountants for a review of interim financial
information as described in SAS No. 71, Interim Financial
Information, on the latest available unaudited interim financial
statements prepared by the Company, inquired of certain officials
of the Company responsible for financial and accounting matters,
and read the minutes of the Board of Directors and shareholders
of the Company, all of which procedures have been agreed to by
the Purchasers, nothing has come to their attention which caused
them to believe that: (a) any unaudited interim condensed
consolidated financial statements incorporated by reference in
the Prospectus (i) do not comply as to form in all material
respects with the applicable accounting requirements of the
Exchange Act as it applies to Form 10-Q and the related published
rules and regulations thereunder or (ii) have not been presented
in conformity with generally accepted accounting principles
applied on a basis substantially consistent with that of the
audited financial statements incorporated by reference in the
Prospectus; or (b) (i) as of the date of the latest available
unaudited interim financial data of GTE and the latest available
unaudited condensed summary of consolidated results of operations
prepared by GTE, there have been any changes in the capital
stock, or any material increase in the short-term indebtedness or
long-term debt of GTE or any material decreases in net assets, in
each case as compared with amounts shown on the latest balance
sheet included or incorporated by reference in the Prospectus, or
any material
-2-
decreases, as compared with the corresponding period of the prior
year, in consolidated revenues and sales, net income from
continuing operations, or net income from continuing operations
applicable to common stock and per share of common stock, or
(ii) for the period from the date of the latest financial
statements included or incorporated by reference in the
Prospectus to the specified date referred to in the preceding
clause (i), there were any material decreases in operating
revenues, net operating income, net income or the Company's ratio
of earnings to fixed charges, in each case as compared with the
comparable period of the preceding year, (iii) as of the Cutoff
Date, there have been any changes in the capital stock or any
material increase in the debt of the Company, or any material
decreases in net assets, in each case as compared with amounts
shown in the latest balance sheet included or incorporated by
reference in the Prospectus, and (iv) for the period from the
date of the latest available unaudited interim financial
statements referred to in clause (b)(i) above to the Cutoff Date,
there were any material decreases in operating revenues, net
operating income or net income, in each case as compared with the
comparable period of the preceding year, except in all instances
for changes or decreases which the Prospectus discloses have
occurred or may occur or as disclosed in such letter and except
for changes occasioned by the declaration and payment of
dividends on the stock of GTE or occasioned by sinking fund
payments made on the debt securities of GTE, or by the issuance
of common stock of GTE for the Shareholder Systematic Investment
Plan, Employee Stock Ownership Plan, Employee Stock Plan, Savings
& Investment Plan, Savings, Investment & Tax-Deferral Plan,
Savings, Investment & Tax-Deferral Plan for Hourly Employees and
conversion of convertible preferred stock.
P:S-3:39
_________________________________________________________________
____________
GTE CORPORATION
AND
THE BANK OF NEW YORK
TRUSTEE
____________
INDENTURE
Dated as of October 1, 1995
____________
Securities
_________________________________________________________________
____________
CROSS-REFERENCE TABLE
Trust Indenture Act Section of
of 1939, as amended Indenture
310(a) ................................... 7.09
310(b) ................................... 7.08
7.10
310(c) ...................................
Inapplicable
31l(a) ................................... 7.13(a)
31l(b) ................................... 7.13(b)
311(c) ...................................
Inapplicable
312(a) ................................... 5.01
5.02(a)
312(b) ................................... 5.02(b)
312(c) ................................... 5.02(c)
313(a) ................................... 5.04(a)
313(b) ................................... 5.04(b)
313(c) ................................... 5.04(a)
5.04(b)
313(d) ................................... 5.04(c)
314(a) ................................... 5.03
314(b) ...................................
Inapplicable
314(c) ................................... 13.06
314(d) ...................................
Inapplicable
314(e) ................................... 13.06
314(f) ...................................
Inapplicable
315(a) 7.01(a)
7.02
315(b) ................................... 6.07
315(c) ................................... 7.01
315(d) ................................... 7.01(b)
7.01(c)
315(e) ................................... 6.08
316(a) ................................... 6.06
8.04
316(b) ................................... 6.04
316(c) ................................... 8.01
317(a) ................................... 6.02
317(b) ................................... 4.04
318(a) ................................... 13.08
TABLE OF CONTENTS*
Page
PARTIES......................................................
1
RECITALS:
Purpose of Indenture...................................
1
Compliance with legal requirements.....................
1
Purpose of and consideration for Indenture.............
1
ARTICLE ONE
DEFINITIONS
SECTION 1.01. Certain terms defined; other terms defined in
Trust Indenture Act of 1939, as amended or by
reference therein in Securities Act of 1933,
as amended, to have meanings therein
assigned......................................
2
Additional Amounts.....................................
2
Authenticating Agent...................................
2
Board of Directors.....................................
2
Board Resolution.......................................
2
Business Day...........................................
2
Certificate............................................
3
Corporate Trust Office.................................
3
Corporation............................................
3
Default................................................
3
Depository.............................................
3
Dollar or $............................................
3
Event of Default.......................................
3
Global Security........................................
3
Governmental Obligations...............................
4
Indenture..............................................
4
Interest Payment Date..................................
4
Officers' Certificate..................................
4
Opinion of Counsel.....................................
4
Outstanding............................................
4
Predecessor Security...................................
5
Responsible Officer....................................
5
Security or Securities.................................
5
Securityholder.........................................
5
Sinking Fund Payment...................................
6
Sinking Fund Payment Date..............................
6
Sinking Fund Redemption Date...........................
6
Sinking Fund Redemption Price..........................
6
Subsidiary.............................................
6
Trustee................................................
7
Trust Indenture Act of 1939, as amended................
7
* This Table of Contents does not constitute part of the
Indenture and should not have any bearing upon the interpretation
of any of its terms and provisions.
ii
Page
ARTICLE TWO
ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE
OF SECURITIES
SECTION 2.01. Designation, terms, amount, authentication
and delivery of Securities....................
7
SECTION 2.02. Form of Securities and Trustee's
certificate...................................
9
SECTION 2.03. Date and denominations of Securities,
and provisions for payment of principal,
premium and interest..........................
9
SECTION 2.04. Execution of Securities.......................
11
SECTION 2.05. Exchange of Securities........................
12
Registration and transfer of
Securities....................................
12
Securities to be accompanied by proper
instruments of transfer.......................
12
Charges upon exchange, transfer or
registration of Securities....................
12
Restrictions on transfer or exchange
at time of redemption.........................
12
SECTION 2.06. Temporary Securities..........................
13
SECTION 2.07. Mutilated, destroyed, lost or stolen
Securities....................................
13
SECTION 2.08. Cancellation of surrendered
Securities....................................
14
SECTION 2.09. Provisions of Indenture and Securities
for sole benefit of parties and
Securityholders...............................
14
SECTION 2.10. Appointment of Authenticating
Agent.........................................
14
SECTION 2.11. Securities Issuable in the Form of a
Global Security...............................
15
iii
Page
ARTICLE THREE
REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
SECTION 3.01. Redemption of Securities...................... 16
SECTION 3.02. Notice of redemption.......................... 16
Selection of Securities in case less
than all Securities to be redeemed............ 17
SECTION 3.03. When Securities called for redemption
become due and payable........................ 17
Receipt of new Security upon partial
payment....................................... 17
SECTION 3.04. Sinking Fund for Securities......... 18
SECTION 3.05. Notice to Trustee; Redemption of
Securities.................................... 18
SECTION 3.06. Right of Corporation to anticipate
Sinking Fund.................................. 19
SECTION 3.07. General redemption rights not
limited....................................... 19
ARTICLE FOUR
PARTICULAR COVENANTS OF THE CORPORATION
SECTION 4.01. Payment of principal of (and premium,
if any) and interest on Securities............ 20
SECTION 4.02. Maintenance of office or agency for
payment of Securities; designation of
office or agency for payment,
registration, transfer and exchange of
Securities.................................... 20
iv
Page
SECTION 4.03. (a) Duties of paying agent................... 20
(b) Corporation as paying agent.............. 21
(c) Holding sums in trust.................... 21
SECTION 4.04. Appointment to fill vacancy in office
of Trustee.................................... 21
SECTION 4.05. Covenant against certain prior
liens......................................... 21
SECTION 4.06. Restriction on consolidation, merger
or sale....................................... 22
ARTICLE FIVE
SECURITYHOLDERS' LISTS AND REPORTS BY THE CORPORATION
AND THE TRUSTEE
SECTION 5.01. Corporation to furnish Trustee
information as to names and addresses
of Securityholders............................ 22
SECTION 5.02. (a) Trustee to preserve information as
to names and addresses of
Securityholders received by it in
capacity of paying agent................. 23
Trustee may destroy list of
Securityholders on certain
conditions............................... 23
(b) Trustee to make information as to
names and addresses of Security-
holders available to "applicants"
or mail communications to
Securityholders in certain
circumstances............................ 23
Procedure if Trustee elects not
to make information available to
applicants............................... 23
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(c) Corporation and Trustee not
accountable for disclosure of
information.............................. 24
SECTION 5.03. (a) Annual and other reports to be
filed by Corporation with
Trustee.................................. 24
(b) Additional information and
reports to be filed with Trustee
and Securities and Exchange
Commission............................... 24
(c) Summaries of information and
reports to be transmitted
by Corporation to
Securityholders.......................... 24
(d) Annual Certificate to be furnished
to the Trustee........................... 24
SECTION 5.04. (a) Trustee to transmit annual report
to Securityholders....................... 25
(b) Trustee to transmit certain further
reports to Securityholders............... 26
(c) Copies of reports to be filed with
stock exchanges and Securities
and Exchange Commission.................. 26
ARTICLE SIX
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
UPON EVENT OF DEFAULT
SECTION 6.01. Events of Default defined..................... 26
Acceleration of maturity upon Event
of Default.................................... 27
Waiver of default and rescission of
declaration of maturity....................... 27
Restoration of former position and
rights upon curing default.................... 27
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SECTION 6.02. Covenant of Corporation to pay to
Trustee whole amount due on Securities
on default in payment of interest or
principal (and premium, if any)............... 28
Trustee may recover judgment for whole
amount due on Securities on failure of
Corporation to pay............................ 28
Filing of proof of claim by Trustee
in bankruptcy, reorganization or
receivership proceedings...................... 28
Rights of action and of asserting claims
may be enforced by Trustee without
possession of Securities...................... 29
SECTION 6.03. Application of moneys collected by
Trustee....................................... 29
SECTION 6.04. Limitation on suits by holders of
Securities.................................... 29
SECTION 6.05. Remedies cumulative........................... 30
Delay or omission in exercise of rights
not waiver of default......................... 30
SECTION 6.06. Rights of holders of majority in principal
amount of Securities to direct Trustee
and to waive defaults......................... 30
SECTION 6.07. Trustee to give notice of defaults known
to it, but may withhold in certain
circumstances................................. 31
SECTION 6.08. Requirements of an undertaking to pay
costs in certain suits under Indenture
or against Trustee............................ 31
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ARTICLE SEVEN
CONCERNING THE TRUSTEE
SECTION 7.01. Upon Event of Default occurring and
continuing, Trustee shall exercise
powers vested in it, and use same
degree of care and skill in their
exercise, as prudent individual
would use..................................... 31
Trustee not relieved from liability for
negligence or willful misconduct except as
provided in this Section...................... 32
(a) Prior to Event of Default and after
the curing of all Events of Default
which may have occurred.................. 32
(1) Trustee not liable except for
performance of duties
specifically set forth................... 32
(2) In absence of bad faith,
Trustee may conclusively
rely on certificates or
opinions furnished it here-
under, subject to duty to
examine the same if specifically
required to be furnished to
it...................................... 32
(b) Trustee not liable for error of
judgment made in good faith by
responsible officer unless Trustee
negligent................................ 32
(c) Trustee not liable for action
or non-action in accordance
with direction of holders of
majority in principal amount of
Securities................................ 32
(d) Trustee need not expend own funds
without adequate indemnity................ 32
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SECTION 7.02. Subject to provisions of Section 7.01:
(a) Trustee may rely on documents
believed genuine and properly
signed or presented...................... 33
(b) Sufficient evidence by certain
instruments provided for................. 33
(c) Trustee may consult with counsel
and act on advice or Opinion of
Counsel.................................. 33
(d) Trustee may require indemnity from
Securityholders.......................... 33
(e) Trustee not liable for actions
in good faith believed to be
authorized............................... 33
(f) Prior to Event of Default Trustee
not bound to investigate facts or
matters stated in certificates, etc.,
unless requested in writing by
Securityholders.......................... 33
(g) Trustee may perform duties directly
or through agents or attorneys........... 34
SECTION 7.03. Trustee not liable for recitals in
Indenture or in Securities.................... 34
No representations by Trustee as to
validity of Indenture or of
Securities.................................... 34
Trustee not accountable for use of
Securities or proceeds........................ 34
SECTION 7.04. Trustee, paying agent or Security
registrar may own Securities.................. 34
SECTION 7.05. Moneys received by Trustee to be held in
trust without interest........................ 34
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SECTION 7.06. Trustee entitled to compensation,
reimbursement and indemnity................... 34
Obligations to Trustee to be secured
by lien prior to Securities................... 34
SECTION 7.07. Right of Trustee to rely on certificate
of officers of Corporation where no other
evidence specifically prescribed.............. 35
SECTION 7.08. (a) Trustee acquiring conflicting
interest to eliminate conflict or
resign................................... 35
(b) Notice to Securityholders in case
of failure to comply with
subsection (a)........................... 35
(c) Definition of conflicting
interest................................. 35
(d) Definition of certain terms.............. 39
(e) Calculation of percentages of
Securities............................... 40
(f) Trustee resignation not required
under certain circumstances.............. 41
SECTION 7.09. Requirements for eligibility of
Trustee....................................... 41
SECTION 7.10. (a) Resignation of Trustee and
appointment of successor................. 41
(b) Removal of Trustee by Corporation
or by court on Securityholders'
application.............................. 42
(c) Removal of Trustee by holders of
majority in principal amount of
Securities............................... 42
(d) Time when resignation or removal
of Trustee effective..................... 42
(e) One Trustee for each series.............. 42
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SECTION 7.11. (a) Acceptance by successor to Trustee....... 42
(b) Trustee with respect to less than
all series............................... 43
(c) Corporation to confirm Trustee's
rights................................... 43
(d) Successor Trustee to be qualified........ 43
(e) Notice of succession..................... 44
SECTION 7.12. Successor to Trustee by merger,
consolidation or succession to
business...................................... 44
SECTION 7.13. (a) Limitations on rights of Trustee
as a creditor to obtain payment
of certain claims within four months
prior to default or during default,
or to realize on property as such
creditor thereafter...................... 44
(b) Certain creditor relationships
excluded................................. 46
(c) Definition of certain terms.............. 47
ARTICLE EIGHT
CONCERNING THE SECURITYHOLDERS
SECTION 8.01. Evidence of action by Securityholders......... 47
SECTION 8.02. Proof of execution of instruments
and of holding of Securities.................. 48
SECTION 8.03. Who may be deemed owners of
Securities.................................... 48
SECTION 8.04. Securities owned by Corporation or
controlled or controlling companies
disregarded for certain purposes.............. 49
SECTION 8.05. Instruments executed by Securityholders
bind future holders........................... 49
SECTION 8.06. Foreign Securities............................ 49
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ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 9.01. Purposes for which supplemental indenture
may be entered into without consent of
Securityholders............................... 50
SECTION 9.02. Modification of Indenture with consent of
Securityholders............................... 51
SECTION 9.03. Effect of supplemental indentures............. 51
SECTION 9.04. Securities may bear notation of changes
by supplemental indentures.................... 52
SECTION 9.05. Opinion of Counsel............................ 52
ARTICLE TEN
CONSOLIDATION, MERGER AND SALE
SECTION 10.01. Consolidations or mergers of Corporation
and sales or conveyances of property of
Corporation permitted........................ 52
Assumption of obligations of Corporation
by successor company or transferee........... 52
SECTION 10.02. Rights and duties of successor
corporation.................................. 52
Appropriate changes may be made in
phraseology and form of Securities........... 53
Corporation may consolidate or merge
into itself or acquire properties of
other corporations........................... 53
SECTION 10.03. Opinion of Counsel........................... 53
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ARTICLE ELEVEN
SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONEYS
SECTION 11.01. Satisfaction and discharge of
Indenture.................................... 53
SECTION 11.02. Discharge of Corporation's
Obligations.................................. 54
SECTION 11.03. Application by Trustee of funds
deposited for payment of Securities...........
54
SECTION 11.04. Repayment of moneys held by paying
agent.........................................
54
SECTION 11.05. Repayment of moneys held by
Trustee.......................................
54
ARTICLE TWELVE
IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS
SECTION 12.01. Incorporators, stockholders, officers and
directors of Corporation exempt from
individual liability......................... 55
ARTICLE THIRTEEN
SUNDRY PROVISIONS
SECTION 13.01. Successors and assigns of Corporation
bound by Indenture........................... 55
SECTION 13.02. Acts of board, committee or officer of
successor corporation valid.................. 55
SECTION 13.03. Surrender of powers by Corporation........... 55
SECTION 13.04. Required notices or demands may be
served by mail............................... 55
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SECTION 13.05. Indenture and Securities to be
construed in accordance with laws of
the State of New York........................ 56
SECTION 13.06. Officers' Certificate and Opinion of
Counsel to be furnished upon applications
or demands by Corporation.................... 56
Statements to be included in each
certificate or opinion with respect
to compliance with condition or
covenant..................................... 56
SECTION 13.07. Payments due on Sundays or
holidays..................................... 57
SECTION 13.08. Provisions required by Trust Indenture
Act of 1939 to control....................... 57
SECTION 13.09. Indenture may be executed in
counterparts................................. 57
SECTION 13.10. Separability of Indenture
provisions................................... 57
ACCEPTANCE OF TRUST BY TRUSTEE...............................58
TESTIMONIUM.................................................. 58
SIGNATURES AND SEALS......................................... 58
ACKNOWLEDGMENTS.............................................. 59
P:S-3:54
THIS INDENTURE, dated as of the 1st day of October, 1995
between GTE CORPORATION, a corporation duly organized and
existing under the laws of the State of New York (hereinafter
sometimes referred to as the "Corporation"), and THE BANK OF NEW
YORK, a corporation duly organized and existing under the laws of
the State of New York (hereinafter sometimes referred to as the
"Trustee"):
WHEREAS, for its lawful corporate purposes, the Corporation
has duly authorized the issuance of unsecured securities,
debentures, notes or other evidences of indebtedness (hereinafter
referred to as the "Securities"), in an unlimited aggregate
principal amount to be issued from time to time in one or more
series as in this Indenture provided as registered Securities
without coupons, to be authenticated by the certificate of the
Trustee;
WHEREAS, to provide the terms and conditions upon which the
Securities are to be authenticated, issued and delivered, the
Corporation has duly authorized the execution of this Indenture;
WHEREAS, the Securities and the certificate of
authentication to be borne by the Securities are to be
substantially in such forms as may be approved by the Board of
Directors or set forth in any indenture supplemental to this
Indenture;
AND WHEREAS, all acts and things necessary to make the
Securities issued pursuant hereto, when executed by the
Corporation and authenticated and delivered by the Trustee as in
this Indenture provided, the valid, binding and legal obligations
of the Corporation, and to constitute these presents a valid
indenture and agreement according to its terms, have been done
and performed or will be done and performed prior to the issuance
of such Securities, and the execution of this Indenture and the
issue hereunder of the Securities have been or will be prior to
issuance in all respects duly authorized, and the Corporation, in
the exercise of the legal right and power in it vested, executes
this Indenture and proposes to make, execute, issue and deliver
the Securities;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That in order to declare the terms and conditions upon which
the Securities are and are to be authenticated, issued and
delivered, and in consideration of the premises, of the purchase
and acceptance of the Securities by the holders thereof and of
the sum of one dollar ($1.00) to it duly paid by the Trustee at
the execution of these presents, the receipt whereof is hereby
acknowledged, the Corporation covenants and agrees with the
Trustee, for the equal and proportionate benefit (subject to the
provisions of this Indenture) of the respective holders from time
to time of the Securities, without any discrimination, preference
or priority of any one Security over any other by reason of
priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:
ARTICLE ONE.
Definitions.
SECTION 1.01. The terms defined in this Section (except as
in this Indenture otherwise expressly provided or unless the
context otherwise requires) for all purposes of this Indenture
and of any indenture supplemental hereto shall have the
respective meanings specified in this Section. All other terms
used in this Indenture which are defined in the Trust Indenture
Act of 1939, as amended, or which are by reference in such Act
defined in the Securities Act of 1933, as amended (except as
herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such
terms in said Trust Indenture Act and in said Securities Act as
in force at the date of the execution of this instrument.
Additional Amounts:
The term "Additional Amounts" shall mean, with respect to
any series of Securities, the additional amounts which are
required by the Securities of such series, or by or pursuant to a
Board Resolution under circumstances specified therein, to be
paid by the Corporation in respect of certain taxes imposed on
certain holders and which are owing to such holders.
Authenticating Agent:
The term "Authenticating Agent" means an authenticating
agent with respect to all or any of the series of Securities, as
the case may be, appointed with respect to all or any series of
the Securities, as the case may be, by the Trustee pursuant to
Section 2.10.
Board of Directors:
The term "Board of Directors", when used with reference to
any corporation, shall mean the Board of Directors of such
corporation, or an Executive or Special Committee of such Board.
Board Resolution:
The term "Board Resolution" shall mean a copy of a
resolution certified by the Secretary or an Assistant Secretary
of the Corporation to have been duly adopted by the Board of
Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.
Business Day:
The term "business day" shall mean any day other than a day
on which banking institutions in the Borough of Manhattan, the
City and State of New York are authorized or obligated by law or
executive order to close.
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Certificate:
The term "Certificate" shall mean a certificate signed by
the principal executive officer, the principal financial officer
or the principal accounting officer of the Corporation. The
Certificate need not comply with the provisions of Section 13.06.
Corporate Trust Officer:
The term "Corporate Trust Office" shall mean the principal
office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at
the date of the execution of this Indenture is located at One
Wall Street, New York, N.Y. 10015, Attention: Corporate Trust
Department - Administration.
Corporation:
The term "Corporation" shall mean GTE Corporation, a New
York corporation, and, subject to the provisions of Article Ten,
shall also include its successors and assigns.
Default:
The term "Default" shall mean any event, act or condition
which with notice or lapse of time, or both, would constitute an
Event of Default.
Depository:
The term "Depository" shall mean, with respect to Securities
of any series for which the Corporation shall determine that such
Securities will be issued as a Global Security, The Depository
Trust Company, New York, New York, another clearing agency, or
any successor registered as a clearing agency under the
Securities and Exchange Act of 1934, as amended, or other
applicable statute or regulation, which, in each case, shall be
designated by the Corporation pursuant to either Section 2.01 or
2.11.
Dollar or $:
The term "Dollar" or "$" shall mean a dollar or other
equivalent unit in such coin or currency of the United States of
America as at the time of payment shall be legal tender for the
payment of public or private debt.
Event of Default:
The term "Event of Default" with respect to Securities of a
particular series shall mean any event specified in Section 6.01,
continued for the period of time, if any, therein designated.
Global Security:
The term "Global Security" shall mean, with respect to any
series of Securities, a Security executed by the Corporation and
authenticated
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and delivered by the Trustee to the Depository or pursuant to the
Depository's instruction, all in accordance with this Indenture,
which shall be registered in the name of the Depository or its
nominee.
Governmental Obligations:
The term "Governmental Obligations" shall mean direct
obligations of the U.S. Government; obligations guaranteed by the
U.S. Government; securities that are backed by U.S. government
obligations as collateral under an arrangement by which the
interest and principal payments on the collateral generally flow
immediately through to the holder of the security; or other
securities permitted to be used for the purposes of
extinguishment of debt by the Securities and Exchange Commission
or the Financial Accounting Standards Board.
Indenture:
The term "Indenture" shall mean this instrument as
originally executed, or, if amended or supplemented as herein
provided, as so amended or supplemented.
Interest Payment Date:
The term "interest payment date" when used with respect to
any installment of interest on a Security of a particular series
shall mean the date specified in such Security or in a Board
Resolution or in an indenture supplemental hereto with respect to
such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.
Officers' Certificate:
The term "Officers' Certificate" shall mean a certificate
signed by the Chairman, the President or a Vice President and by
the Treasurer or an Assistant Treasurer or the Controller or an
Assistant Controller or the Secretary or an Assistant Secretary
of the Corporation. Each such certificate shall include the
statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.
Opinion of Counsel:
The term "Opinion of Counsel" shall mean an opinion in
writing signed by legal counsel, who shall be satisfactory to the
Trustee and who may be an employee of or counsel for the
Corporation. Each such opinion shall include the statements
provided for in Section 13.06, if and to the extent required by
the provisions thereof.
Outstanding:
The term "outstanding", when used with reference to
Securities of any series, shall, subject to the provisions of
Section 8.04, mean, as of any particular time, all Securities of
that series theretofore authenticated and delivered by the
Trustee under this Indenture, except
-4-
(a) Securities theretofore cancelled by the Trustee or any
paying agent or delivered to the Trustee or any paying
agent cancelled or for cancellation;
(b) Securities or portions thereof for the payment or
redemption of which moneys or Governmental Obligations in
the necessary amount shall have been deposited in trust
with the Trustee or with any paying agent (other than the
Corporation) or shall have been set aside and segregated in
trust by the Corporation (if the Corporation shall act as
its own paying agent), provided, however, that if such
Securities or portions of such Securities are to be
redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article Three
provided, or provision satisfactory to the Trustee shall
have been made for giving such notice; and
(c) Securities in lieu of or in substitution for which
other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.07.
Predecessor Security:
The term "Predecessor Security" of any particular Security
shall mean every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated
and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the
lost, destroyed or stolen Security.
Responsible Officer:
The term "responsible officer" when used with respect to the
Trustee shall mean the chairman of the board of directors, the
president, any vice president, the secretary, the treasurer, any
trust officer, any corporate trust officer or any other officer
or assistant officer of the Trustee customarily performing
functions similar to those performed by the persons who at the
time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.
Security or Securities:
The term "Security" or "Securities" shall mean any Security
or Securities, as the case may be, authenticated and delivered
under this Indenture.
Securityholder:
The term "Securityholder", "holder of Securities",
"registered holder", or other similar term, shall mean the
person or persons in whose name or
-5-
names a particular Security shall be registered on the books of
the Corporation kept for that purpose in accordance with the
terms of this Indenture.
Sinking Fund Payment:
The term "Sinking Fund Payment" when used with respect to a
particular series of Securities for which a sinking fund has been
established shall mean the amount to be paid by the Corporation,
as set forth in a Board Resolution or indenture supplemental
hereto, on each Sinking Fund Payment Date established for that
series.
Sinking Fund Payment Date:
The term "Sinking Fund Payment Date" when used with respect
to a particular series of Securities for which a sinking fund has
been established shall mean the date or dates established
pursuant to a Board Resolution or set forth in an indenture
supplemental hereto on which the Corporation is required to make
a Sinking Fund Payment.
Sinking Fund Redemption Date:
The term "Sinking Fund Redemption Date" when used with
respect to a particular series of Securities for which a sinking
fund has been established shall mean the date or dates
established pursuant to a Board Resolution or set forth in an
indenture supplemental hereto on which the Corporation is
required to redeem an amount of such Securities at the price
fixed for the redemption of Securities of that series on that
date.
Sinking Fund Redemption Price:
The term "Sinking Fund Redemption Price" when used with
respect to a particular series of Securities for which a sinking
fund has been established shall mean the price set forth in a
Board Resolution or in an indenture supplemental hereto at which
the Corporation is required to redeem Securities of that series
on each Sinking Fund Redemption Date established for that series.
Subsidiary:
The term "Subsidiary" shall mean any corporation at least a
majority of whose outstanding voting stock shall at the time be
owned by the Corporation or by one or more Subsidiaries or by the
Corporation and one or more Subsidiaries. For the purposes only
of this definition of the term "Subsidiary", the term "voting
stock", as applied to the stock of any corporation, shall mean
stock of any class or classes having ordinary voting power for
the election of a majority of the directors of such corporation,
other than stock having such power only by reason of the
occurrence of a contingency.
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Trustee:
The term "Trustee" shall mean The Bank of New York and,
subject to the provisions of Article Seven, shall also include
its successors and assigns, and, if at any time there is more
than one person acting in such capacity hereunder, "Trustee"
shall mean each such person. The term "Trustee" as used with
respect to a particular series of the Securities shall mean the
trustee with respect to that series.
Trust Indenture Act of 1939, as amended:
The term "Trust Indenture Act of 1939, as amended", subject
to the provisions of Sections 9.01, 9.02, and 10.01, shall mean
the Trust Indenture Act of 1939 as in force at the date of
execution of this Indenture.
ARTICLE TWO.
Issue, Description, Terms, Execution,
Registration and Exchange of Securities.
SECTION 2.01. The aggregate principal amount of Securities
which may be authenticated and delivered under this Indenture is
unlimited.
The Securities may be issued in one or more series up to the
aggregate principal amount of Securities of that series from time
to time authorized by or pursuant to a Board Resolution or
pursuant to one or more indentures supplemental hereto, prior to
the initial issuance of Securities of a particular series. Prior
to the initial issuance of Securities of any series, there shall
be established in or pursuant to a Board Resolution, and set
forth in an Officers' Certificate, or established in one or more
indentures supplemental hereto:
(1) the title of the Securities of the series (which shall
distinguish the Securities of the series from all other
Securities);
(2) any limit upon the aggregate principal amount of the
Securities of that series which may be authenticated and
delivered under this Indenture (except for Securities
authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of that series);
(3) the date or dates on which the principal of the
Securities of the series is payable;
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(4) the rate or rates at which the Securities of the series
shall bear interest or the manner of calculation of such rate or
rates, if any, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall
be payable or the manner of determination of such interest
payment dates;
(5) the period or periods within which, the price or prices
at which and the terms and conditions upon which, Securities of
the series may be redeemed, in whole or in part, at the option of
the Corporation;
(6) the obligation, if any, of the Corporation to redeem or
purchase Securities of the series pursuant to any sinking fund or
analogous provisions (including payments made in cash in
anticipation of future sinking fund obligations) or at the option
of a holder thereof and the period or periods within which, the
price or prices at which, and the terms and conditions upon
which, Securities of the series shall be redeemed or purchased,
in whole or in part, pursuant to such obligation;
(7) the form of the Securities of the series including the
form of the certificate of authentication for such series;
(8) if other than denominations of $1,000 or any integral
multiple thereof, the denominations in which the Securities of
the series shall be issuable;
(9) the coin or currency, including composite currencies,
in which payment of the principal of (and premium, if any), or
interest on, or any Additional Amounts in respect of, the
Securities of the series shall be payable (if other than in
Dollars);
(10) if the principal of (and premium, if any), or interest
on, or any Additional Amounts in respect of, the Securities of
the series are to be payable, at the election of the Corporation
or a holder thereof, in a coin or currency, including composite
currencies, other than that in which the Securities of the Series
are stated to be payable, the period or periods within which, and
the terms and conditions upon which, such election may be made;
(11) if the amount of payments of principal of (and premium,
if any), or interest on, or any Additional Amounts in respect of,
the Securities of the series may be determined with reference to
an index, formula or other method based on a coin or currency,
including composite currencies, other than that in which the
Securities of the series are stated to be payable, the manner in
which such amounts shall be determined;
(12) whether and under the circumstances the Corporation
will pay Additional Amounts on the Securities of the series in
respect of specified taxes, assessments or other governmental
charges withheld or deducted and, if so, whether the Corporation
will have the option to redeem those Securities rather than pay
the Additional Amounts;
-8-
(13) whether the Securities of the series are issuable as a
Global Security and, in such case, the identity of the Depository
for such series; and
(14) any and all other terms with respect to such series
(which terms shall not be inconsistent with the terms of this
Indenture).
All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise
be provided in or pursuant to any such Board Resolution or in any
indentures supplemental hereto.
If any of the terms of the series are established by action
taken pursuant to a Board Resolution, a copy of an appropriate
record of such action shall be certified by the Secretary or an
Assistant Secretary of the Corporation and delivered to the
Trustee at or prior to the delivery of the Officers' Certificate
setting forth the terms of the series.
SECTION 2.02. The Securities of any series and the
Trustee's certificate of authentication to be borne by such
Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as
provided in the Board Resolution and as set forth in an Officers'
Certificate, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the Corporation may
deem appropriate and as are not inconsistent with the provisions
of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any
rule or regulation of any stock exchange on which Securities of
that series may be listed, or to conform to usage.
SECTION 2.03. The Securities shall be issuable as
registered Securities and, except for any Global Security, in the
denominations of $1,000 or any multiple thereof (or the
equivalent thereof in a coin or currency, including composite
currency, other than Dollars). The Securities of a particular
series shall bear interest payable on the dates and at the rate
specified with respect to that series. The principal of and the
interest on, and any Additional Amounts in respect of, the
Securities of any series, as well as any premium thereon in case
of redemption thereof prior to maturity, shall be payable in the
coin or currency, including composite currency, permitted with
respect to that series, at the office or agency of the
Corporation maintained for that purpose in the Borough of
Manhattan, the City and State of New York. Each Security shall
be dated the date of its authentication.
I Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, interest on
the Securities shall be computed on the basis of a 360-day year
composed of twelve 30-day months.
; provided that interest on Securities bearing interest of a
floating rate shall be computed on the basis of a year of 365 or
366 days, as appropriate, for the actual number of days elapsed.
-9-
The interest installment on any Security which is payable,
and is punctually paid or duly provided for, on any interest
payment date for Securities of that series shall be paid to the
person in whose name said Security (or one or more Predecessor
Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any
Security of a particular series or portion thereof is called for
redemption and the redemption date is subsequent to a regular
record date with respect to any interest payment date and prior
to such interest payment date, interest on such Security will be
paid upon presentation and surrender of such Security as provided
in Section 3.03.
Any interest on any Security which is payable, but is not
punctually paid or duly provided for, on any interest payment
date for Securities of the same series (herein called "Defaulted
Interest") shall forthwith cease to be payable to the registered
holder on the relevant regular record date by virtue of having
been such holder; and such Defaulted Interest may be paid by the
Corporation at its election, as provided in clause (1) or clause
(2) below:
(1) The Corporation may elect to make payment of any
Defaulted Interest on Securities to the persons in whose
names such Securities (or their respective Predecessor
Securities) are registered at the close of business on a
special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the
Corporation shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each
such Security and the date of the proposed payment, and at
the same time the Corporation shall deposit with the
Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for
such deposit prior to the date of the proposed payment,
such money when deposited to be held in trust for the
benefit of the persons entitled to such Defaulted Interest
as in this clause provided. Thereupon the Trustee shall
fix a special record date for the payment of such
Defaulted Interest which shall not be more than 15 or less
than 10 days prior to the date of the proposed payment and
not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment. The Trustee shall
promptly notify the Corporation of such special record date
and, in the name and at the expense of the Corporation,
shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to
be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the
Security register, not less than 10 days prior to such
special record date. Notice of the proposed payment of
such Defaulted Interest and the special record date
therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the persons in whose names such
Securities (or their respective Predecessor Securities) are
registered on such special record date and shall be no
longer payable pursuant to the following clause (2).
(2) The Corporation may make payment of any Defaulted
Interest on any Securities in any other lawful manner not
inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon
such notice as may be required by such exchange, if, after
notice given by the Corporation to the Trustee of the
proposed payment pursuant to this clause, such manner of
payment shall be deemed practicable by the Trustee.
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TUnless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term
"regular record date" as used in this Section with respect to a
series of Securities with respect to any interest payment date
for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall
occur, if such interest payment date is the first day of a month,
or the last day of the month immediately preceding the month in
which an interest payment date established for such series
pursuant to Section 2.01 hereof shall occur, if such interest
payment date is the fifteenth day of a month, whether or not such
date is a business day.
Subject to the foregoing provisions of this Section, each
Security of a series delivered under this Indenture upon transfer
of or in exchange for or in lieu of any other Security of such
series shall carry the rights to interest accrued and unpaid, and
to accrue, which were carried by such other Security.
SECTION 2.04. The Securities shall, subject to the
provisions of Section 2.06, be printed on steel engraved borders
or fully or partially engraved, or legibly typed, as the proper
officers of the Corporation may determine, and shall be signed on
behalf of the Corporation by its Chairman, its President or one
of its Vice Presidents, under its corporate seal attested by its
Secretary or one of its Assistant Secretaries. The signature of
the Chairman, President or a Vice President and/or the signature
of the Secretary or an Assistant Secretary in attestation of the
corporate seal, upon the Securities, may be in the form of a
facsimile signature of a present or any future Chairman,
President or Vice President and of a present or any future
Secretary or Assistant Secretary and may be imprinted or
otherwise reproduced on the Securities and for that purpose the
Corporation may use the facsimile signature of any person who
shall have been a Chairman, President or Vice President, or of
any person who shall have been a Secretary or Assistant
Secretary, notwithstanding the fact that at the time the
Securities shall be authenticated and delivered or disposed of
such person shall have ceased to be the Chairman, a Vice
Chairman, President or a Vice President, or the Secretary or an
Assistant Secretary, of the Corporation, as the case may be. The
seal of the Corporation may be in the form of a facsimile of the
seal of the Corporation and may be impressed, affixed, imprinted
or otherwise reproduced on the Securities.
Only such Securities as shall bear thereon a certificate of
authentication substantially in the form established for such
Securities, executed manually by an authorized officer of the
Trustee, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate
executed by the Trustee, or by any Authenticating Agent appointed
by the Trustee with respect to such series, upon any Security of
such series executed by the Corporation shall be conclusive
evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is
entitled to the benefits of this Indenture.
In authenticating such Securities and accepting the
additional responsibilities under this Indenture in relation to
such Securities the Trustee shall be entitled to receive, and
(subject to Section 7.01) shall be fully protected in relying
upon, an Opinion of Counsel stating that the form and terms
thereof have been established in conformity with the provisions
of this Indenture.
and that such Securities, when authenticated and delivered by
the Trustee, will be duly authorized, executed and delivered
and will constitute the legal, valid and binding obligations of
the Corporation, enforceable against it in accordance with their
terms.
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The Trustee shall not be required to authenticate such
Securities if the issue of such Securities pursuant to this
Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.
SECTION 2.05. Securities of any series may be exchanged
upon presentation thereof for the purpose at the office or agency
of the Corporation in the Borough of Manhattan, the City and
State of New York, for other Securities of such series of
authorized denominations, and for a like aggregate principal
amount, upon payment of a sum sufficient to cover any tax or
other governmental charge in relation thereto, all as provided in
this Section. In respect of any Securities so surrendered for
exchange, the Corporation shall execute, the Trustee shall
authenticate and such office or agency shall deliver in exchange
therefor the Security or Securities of the same series which the
Securityholder making the exchange shall be entitled to receive,
bearing numbers not contemporaneously outstanding.
The Corporation shall keep, or cause to be kept, at its
office or agency designated for the purpose in the Borough of
Manhattan, the City and State of New York, a register or
registers (herein referred to as the "Security register") in
which, subject to such reasonable regulations as it may
prescribe, the Corporation shall register the Securities and the
transfer of Securities as in this Article provided and which at
all reasonable times shall be open for inspection by the Trustee.
Upon surrender for transfer of any Security at the office or
agency of the Corporation designated for the purpose in the
Borough of Manhattan, the City and State of New York, the
Corporation shall execute, the Trustee shall authenticate and
such office or agency shall deliver in the name of the transferee
or transferees a new Security or Securities of the same series as
the Security presented for a like aggregate principal amount.
All Securities presented or surrendered for exchange or
registration of transfer, as provided in this Section shall be
accompanied (if so required by the Corporation or the
TrusteeSecurity Registrar) by a written instrument or instruments
of transfer, in form satisfactory to the Corporation or the
TrusteeSecurity Registrar, duly executed by the registered holder
or by his duly authorized attorney in writing.
No service charge shall be made for any exchange or
registration of transfer of Securities, or issue of new
Securities in case of partial redemption of any series, but the
Corporation may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto, other than
exchanges pursuant to Section 2.06, the second paragraph of
Section 3.03 and Section 9.04 not involving any transfer.
The Corporation shall not be required (a) to issue, exchange
or register the transfer of any Securities during a period
beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of less than all the
outstanding Securities of the same series and ending at the close
of business on the day of such mailing; nor (b) to register the
transfer of or exchange any Securities of any series or portions
thereof called for redemption.
The provisions of this Section 2.05 are, with respect to any
Global Security, subject to Section 2.11 hereof.
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SECTION 2.06. Pending the preparation of definitive
Securities of any series, the Corporation may execute, and the
Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized
denomination, and substantially in the form of the definitive
Securities in lieu of which they are issued, but with such
omissions, insertions and variations as may be appropriate for
temporary Securities, all as may be determined by the
Corporation. Every temporary Security of any series shall be
executed by the Corporation and be authenticated by the Trustee
upon the same conditions and in substantially the same manner,
and with like effect, as the definitive Securities of such
series. Without unnecessary delay the Corporation will execute
and will furnish definitive Securities of such series and
thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor (without charge to the holders),
at the office or agency of the Corporation designated for the
purpose in the Borough of Manhattan, the City and State of New
York, and the Trustee shall authenticate and such office or
agency shall deliver in exchange for such temporary Securities an
equal aggregate principal amount of definitive Securities of such
series. Until so exchanged, the temporary Securities of such
series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated
and delivered hereunder.
SECTION 2.07. In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the
Corporation (subject to the next succeeding sentence) shall
execute, and upon its request the Trustee (subject as aforesaid)
shall authenticate and deliver, a new Security of the same series
bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In
every case the applicant for a substituted Security shall furnish
to the Corporation and to the Trustee such security or indemnity
as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall
also furnish to the Corporation and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of the
applicant's Security and of the ownership thereof. The Trustee
may authenticate any such substituted Security and deliver the
same upon the written request or authorization of any officer of
the Corporation. Upon the issue of any substituted Security, the
Corporation may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in
relation thereto. In case any Security which has matured or is
about to mature shall become mutilated or be destroyed, lost or
stolen, the Corporation may, instead of issuing a substitute
Security, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Security) if
the applicant for such payment shall furnish to the Corporation
and to the Trustee such security or indemnity as they may require
to save them harmless, and, in case of destruction, loss or
theft, evidence to the satisfaction of the Corporation and the
Trustee of the destruction, loss or theft of such Security and of
the ownership thereof.
Every Security issued pursuant to the provisions of this
Section in substitution for any Security which is mutilated,
destroyed, lost or stolen shall constitute an additional
contractual obligation of the Corporation, whether or not the
mutilated, destroyed, lost or stolen Security shall be found at
any time, or be enforceable by anyone, and shall be entitled to
all the benefits of this Indenture equally and proportionately
with any and all
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other Securities of the same series duly issued hereunder. All
Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute
existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other
securities without their surrender.
SECTION 2.08. All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer shall,
if surrendered to the Corporation or any paying agent, be
delivered to the Trustee for cancellation, or, if surrendered to
the Trustee, shall be cancelled by it, and no Securities shall be
issued in lieu thereof except as expressly required or permitted
by any of the provisions of this Indenture. On request of the
Corporation, the Trustee shall deliver to the Corporation
cancelled Securities held by the Trustee. In the absence of such
request the Trustee may destroy cancelled Securities and deliver
a certificate of destruction to the Corporation. If the
Corporation shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities
unless and until the same are delivered to the Trustee for
cancellation.
SECTION 2.09. Nothing in this Indenture or in the
Securities, express or implied, shall give or be construed to
give to any person, firm or corporation, other than the parties
hereto and the holders of the Securities, any legal or equitable
right, remedy or claim under or in respect of this Indenture, or
under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole
benefit of the parties hereto and of the holders of the
Securities.
SECTION 2.10. So long as any of the Securities of any
series remain outstanding there may be an Authenticating Agent
for any or all such series of Securities which the Trustee shall
have the right to appoint. Said Authenticating Agent shall be
authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, transfer, or
partial redemption thereof, and Securities so authenticated shall
be entitled to the benefits of this Indenture and shall be valid
and obligatory for all purposes as if authenticated by the
Trustee hereunder. All references in this Indenture to the
authentication of Securities by the Trustee shall be deemed to
include authentication by an Authenticating Agent for such series
except for authentication upon original issuance or pursuant to
Section 2.07 hereof. Each Authenticating Agent shall be
acceptable to the Corporation and shall be a corporation which
has a combined capital and surplus, as most recently reported or
determined by it, sufficient under the laws of any jurisdiction
under which it is organized or in which it is doing business to
conduct a trust business, and which is otherwise authorized under
such laws to conduct such business and is subject to supervision
or examination by Federal or State authorities. If at any time
any Authenticating Agent shall cease to be eligible in accordance
with these provisions, it shall resign immediately and the
Trustee shall appoint an eligible successor Authenticating Agent
acceptable to the Corporation.
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Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the
Corporation. The Trustee may at any time (and upon request by
the Corporation shall) terminate the agency of any Authenticating
Agent by giving written notice of termination to such
Authenticating Agent and to the Corporation. Upon resignation,
termination or cessation of eligibility of any Authenticating
Agent the Trustee promptly may appoint an eligible successor
Authenticating Agent acceptable to the Corporation. Any
successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and
duties of its predecessor hereunder as if originally named as an
Authenticating Agent pursuant hereto.
SECTION 2.11. (a) If the Corporation shall establish
pursuant to Section 2.01 that the Securities of a particular
series are to be issued as a Global Security, then the
Corporation shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security
which (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the
Outstanding Securities of such series, (ii) shall be registered
in the name of the Depository or its nominee, (iii) shall be
delivered by the Trustee to the Depository or pursuant to the
Depository's instruction and (iv) shall bear a legend
substantially to the following effect: "Except as otherwise
provided in Section 2.11 of the Indenture, this Security may be
transferred, in whole but not in part, only to another nominee of
the Depository or to a successor Depository or to a nominee of
such successor Depository."
(b) Notwithstanding the provisions of Section 2.05, the
Global Security of a series may be transferred, in whole but not
in part and in the manner provided in Section 2.05, only to
another nominee of the Depository for such series, or to a
successor Depository for such series selected or approved by the
Corporation or to a nominee of such successor Depository.
(c) If at any time the Depository for a series of
Securities notifies the Corporation that it is unwilling or
unable to continue as Depository for such series or if at any
time the Depository for such series shall no longer be registered
or in good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation and a
successor Depository for such series is not appointed by the
Corporation within 90 days after the Corporation receives such
notice or becomes aware of such condition, as the case may be,
this Section 2.11 shall no longer be applicable to the Securities
of such series and the Corporation will execute, and subject to
Section 2.05, the Trustee will authenticate and deliver,
Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In
addition, the Corporation may at any time determine that the
Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.11
shall no longer apply to the Securities of such series. In such
event the Corporation will execute and subject to Section 2.05,
the Trustee, upon receipt of an Officers' Certificate evidencing
such determination by the Corporation, will authenticate and
-15-
deliver Securities of such series in definitive registered form
without coupons, in authorized denominations, and in an aggregate
principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security.
Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized
denominations, the Global Security shall be cancelled by the
Trustee. Such Securities in definitive registered form issued in
exchange for the Global Security pursuant to this Section 2.11(c)
shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from
its direct or indirect participants or otherwise, shall instruct
the Trustee. The Trustee shall deliver such Securities to the
Depository for delivery to the persons in whose names such
Securities are so registered.
ARTICLE THREE.
Redemption of Securities and Sinking Fund Provisions.
SECTION 3.01. The Corporation may redeem the Securities of
any series issued hereunder on and after the dates and in
accordance with the terms established for such series pursuant to
Section 2.01 hereof.
SECTION 3.02. In case the Corporation shall desire to
exercise such right to redeem all or, as the case may be, a
portion of the Securities of any series in accordance with the
right reserved so to do, it shall give notice of such redemption
to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 60 days before the date
fixed for redemption of that series to such holders at their last
addresses as they shall appear upon the Security register. Any
notice which is mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the
registered holder receives the notice. In any case, failure duly
to give such notice to the holder of any Security of any series
designated for redemption in whole or in part, or any defect in
the notice, shall not affect the validity of the proceedings for
the redemption of any other Securities of such series or any
other series. In the case of any redemption of Securities prior
to the expiration of any restriction on such redemption provided
in the terms of such Securities or elsewhere in this Indenture,
the Corporation shall furnish the Trustee with an Officers'
Certificate evidencing compliance with any such restriction.
Each such notice of redemption shall specify the date fixed
for redemption and the redemption price at which Securities of
that series are to be redeemed, and shall state that payment of
the redemption price of such Securities to be redeemed will be
made at the office or agency of the Corporation in the Borough of
Manhattan, the City and State of New York, upon presentation and
surrender of such Securities, that interest accrued to the date
fixed for redemption will be paid as specified in said notice,
and that from and after said date interest will cease to accrue
and that the redemption is for a sinking fund, if such is the
case. If less than all the Securities of a series are to be
redeemed, the notice to the holders of Securities of that series
to be redeemed in whole or in part shall specify the particular
Securities to be so redeemed. In case any Security is to be
redeemed in part only, the notice which relates to such Security
shall state the portion of the principal amount thereof to be
redeemed, and shall state that on and after the redemption date,
upon surrender of such Security, a new Security or Securities of
such series in principal amount equal to the unredeemed portion
thereof will be issued.
-16-
If less than all the Securities of a series are to be
redeemed, the Corporation shall give the Trustee at least 45
days' notice in advance of the date fixed for redemption as to
the aggregate principal amount of Securities of the series to be
redeemed, and thereupon the Trustee shall select in such manner
as it shall deem appropriate and fair in its discretion and which
may provide for the selection of a portion or portions (equal to
$1,000 or a multiple thereof, or the equivalent thereof in a coin
or currency, including composite currencies, other than Dollars)
of the principal amount of such Securities of a denomination
larger than $1,000 (or the equivalent thereof in a coin or
currency, including composite currencies, other than Dollars),
the Securities to be redeemed and shall thereafter promptly
notify the Corporation in writing of the numbers of the
Securities to be redeemed, in whole or in part.
The Corporation may, if and whenever it shall so elect, by
delivery of instructions signed on its behalf by its Chairman,
any Vice Chairman, President or any Vice President, instruct the
Trustee or any paying agent to call all or any part of the
Securities of a particular series for redemption and to give
notice of redemption in the manner set forth in this Section,
such notice to be in the name of the Corporation or its own name
as the Trustee or such paying agent may deem advisable. In any
case in which notice of redemption is to be given by the Trustee
or any such paying agent, the Corporation shall deliver or cause
to be delivered to, or permit to remain with, the Trustee or such
paying agent, as the case may be, such Security register,
transfer books or other records, or suitable copies or extracts
therefrom, sufficient to enable the Trustee or such paying agent
to give any notice by mail that may be required under the
provisions of this Section.
SECTION 3.03. If the giving of notice of redemption shall
have been completed as above provided, the Securities or portions
of Securities of the series to be redeemed specified in such
notice shall become due and payable on the date and at the place
stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption.
If moneys in the necessary amount to pay the redemption price of
such Securities or portions of such Securities, together with
interest thereon to the date fixed for redemption, shall prior to
default in the making of such payment have been deposited in
trust with the Trustee or with any paying agent (other than the
Corporation) or have been set aside and segregated in trust by
the Corporation (if the Corporation shall act as its own paying
agent),and interest on such Securities or portions of Securities
shall cease to accrue on and after the date fixed for redemption.
Interest on such Securities or portions of such Securities called
for redemption as aforesaid shall cease to accrue on and after
the date fixed for redemption, irrespective of whether or not any
such deposit in trust or setting aside and segregation in trust
shall have been made, except with respect to any Security or
portion thereof so called for redemption in the payment of which
at the redemption price, together with interest accrued thereon
to the date fixed for redemption, the Corporation shall make
defaultredemption. On presentation and surrender of such
Securities on or after the date fixed for redemption at the place
of payment specified in the notice, said Securities shall be paid
and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to the date fixed for
redemption (but if the date fixed for redemption is an interest
payment date, the interest installment payable on such date shall
be payable to the registered holder at the close of business on
the applicable record date pursuant to Section 2.03).
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Upon presentation of any Security of such series which is to
be redeemed in part only, the Corporation shall execute and the
Trustee shall authenticate and the office or agency where the
Security is presented shall deliver to the holder thereof, at the
expense of the Corporation, a new Security or Securities of the
same series of authorized denominations in principal amount equal
to the unredeemed portion of the Security so presented.
-17-
SECTION 3.04. On the Sinking Fund Payment Dates for each
series of Securities for which a sinking fund has been
established, while any of the Securities of that series are
outstanding, the Corporation shall deposit with the Trustee, as
and for a sinking fund, the Sinking Fund Payment for that series.
Such payments shall be made in cash or, in lieu of making
payment of all or any part thereof in cash, the Corporation at
its option may deliver to the Trustee Securities of that series
then outstanding, and the amount of cash which would otherwise be
required under this Section shall be reduced by the principal
amount of the Securities so delivered. The Corporation shall, at
least one full business day prior to each such Sinking Fund
Payment Date, also pay to the Trustee the accrued interest and
premium, if any, due on Securities of the series to be redeemed
on such current Sinking Fund Payment Date pursuant to Section
3.05.
The Corporation's obligations under this Section are subject
to the provisions of Sections 3.05 and 3.06 as to credits which
may be taken by the Corporation thereunder.
SECTION 3.05. Not less than forty-five (45) days prior to a
Sinking Fund Payment Date (unless a later date shall be
acceptable to the Trustee), the Chairman, any Vice Chairman,
President or any Vice President of the Corporation shall (i)
notify the Trustee, in writing, as to the amount of the Sinking
Fund Payment for a particular series due for that year which it
will satisfy by delivery of Securities of that series, (ii)
deliver such Securities to the Trustee, (iii) notify the Trustee
as to the amount of credit which it will take under Section 3.06
with respect to the Sinking Fund Payment due for that year for
such series and (iv) notify the Trustee of any Securities of that
series which are to be called in anticipation of future Sinking
Fund Payments. Any Sinking Fund Payments (including the interest
accrued and premium, if any, on Securities of that series to be
redeemed) received by the Trustee in cash shall be applied by the
Trustee to the redemption of Securities of that series on the
current Sinking Fund Payment Date at the applicable Sinking Fund
Redemption Price established with respect to that series in the
manner provided in this Article Three, subject to the following
provisions of this Section.
If all or any part of any such Sinking Fund Payment is to be
made in cash as aforesaid, the Trustee shall, at least 35 days
before the current Sinking Fund Payment Date, select as provided
in Section 3.02, Securities and portions of Securities of the
series to be called for redemption on such date sufficient to
exhaust as nearly as may be the sinking fund moneys held by the
Trustee or a paying agent under Section 3.04 with respect to that
series on such date; but the Trustee shall not cause any fraction
of a $1,000 Security (or the equivalent thereof in a coin or
currency, including composite currencies, other than Dollars) of
that series to be so called nor shall the Trustee be obliged to
make such selection or cause any Securities of that series to be
so called whenever it expects to have available for that purpose
less than $25,000 (or the equivalent thereof in a coin or
currency, including composite currencies, other than Dollars), in
which case the Trustee shall retain the resulting balances and
apply them with the next succeeding Sinking
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Fund Payment with respect to that series. The Trustee, at least
35 days before the applicable Sinking Fund Redemption Date, shall
give notice to the Corporation accordingly, specifying the
Securities and portions of Securities of the series to be
redeemed, and the Corporation covenants forthwith to give notice
as provided in Section 3.02 and to take any other action required
so to redeem such Securities on the applicable Sinking Fund
Payment Date; or the Trustee shall, at the request and at the
expense and on behalf of the Corporation, give such notice and
take such action.
All Securities redeemed by the application of money held in
the sinking fund for that series or delivered by the Corporation
to the Trustee on account of any Sinking Fund Payment for that
series in lieu of cash shall, unless already cancelled, be
forthwith cancelled by the Trustee.
Moneys in the sinking fund shall be held by the Trustee
subject to the provisions of Section 7.05 as security for all the
Securities of that series unless and until particular Securities
of that series are selected for redemption, after which to the
extent required for redemption such moneys shall be held in trust
for the Securities of that series so selected.
SECTION 3.06. The Corporation may, in anticipation of its
future sinking fund obligations for a particular series, call
Securities of that series for redemption on the Sinking Fund
Redemption Dates established with respect to that series at the
applicable Sinking Fund Redemption Price established for that
series, in the manner provided herein, or in lieu thereof,
deliver to the Trustee, before forty-five (45) days prior to a
Sinking Fund Redemption Date for that series (unless a later date
shall be acceptable to the Trustee) in any such year, Securities
of that series then outstanding (together with proper instruments
of transfer satisfactory to the Trustee); provided, however, that
the aggregate principal amount of Securities redeemed for cash
through sinking fund payments in any one year shall not exceed
the amount, if any, established with respect to such series
pursuant to Section 2.01. There shall be no limit to the amount
of future sinking fund obligations of a series that may be
satisfied with Securities. The Corporation shall thereby obtain
a credit of 100% of the principal amount of the Securities of
that series so redeemed or delivered, which it may apply from
time to time in any one or more years against its future sinking
fund obligations with respect to that series, as provided herein.
SECTION 3.07. Nothing in this Article shall be deemed to
limit the right of the Corporation (i) to call Securities for
which a sinking fund has been established for redemption at the
applicable regular redemption price as provided in Sections 3.01
and 3.02 or (ii) to purchase or acquire Securities of a
particular series otherwise and to use Securities so purchased or
acquired in lieu of cash for making or anticipating sinking fund
payments with respect to that series under Section 3.04 and
Section 3.06.
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ARTICLE FOUR.
Particular Covenants of the Corporation.
The Corporation covenants and agrees for each series of the
Securities as follows:
SECTlON 4.01. The Corporation will duly and punctually pay
or cause to be paid the principal of (and premium, if any) and
interest on the Securities of that series at the time and place
and in the manner provided herein and established with respect to
such Securities.
SECTION 4.02. So long as any series of the Securities
remain outstanding the Corporation agrees to maintain an office
or agency in the Borough of Manhattan, the City and State of New
York, with respect to such series and at such other location or
locations as may be designated as provided in this Section 4.02,
where (i) Securities of that series may be presented for payment,
(ii) Securities of that series may be presented as hereinabove
authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Corporation in respect of the
Securities of that series and this Indenture may be given or
served. As such office or agency in the Borough of Manhattan,
the City and State of New York, the Corporation hereby designates
the office of GTE Shareholder Services Incorporated located in
the Borough of Manhattan, the City and State of New York, such
designation to continue with respect to such office or agency
until the Corporation shall, by written notice signed by its
Chairman, any Vice Chairman, its President or a Vice President
and delivered to the Trustee, designate some other office or
agency for such purposes or any of them. If at any time the
Corporation shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address
thereof, such presentations, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the
Corporation hereby appoints the Trustee as its agent to receive
all such presentations, notices and demands.
SECTION 4.03. (a) If the Corporation shall appoint one or
more paying agents for all or any series of the Securities, other
than the Trustee, the Corporation will cause each such paying
agent to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the
provisions of this Section,
(1) that it will hold all sums held by it as such
agent for the payment of the principal of (and premium, if
any) or interest on the Securities of that series (whether
such sums have been paid to it by the Corporation or by any
other obligor on such Securities) in trust for the benefit
of the persons entitled thereto;
(2) that it will give the Trustee notice of any
failure by the Corporation (or by any other obligor on such
Securities) to make any payment of the principal of (and
premium, if any) or interest on the Securities of that
series when the same shall be due and payable;
(3) that at any time during the continuance of any
failure referred to in the preceding paragraph (a)(2)
above, upon the written request of the Trustee, forthwith
pay to the Trustee all sums so held in trust by such paying
agent; and
(4) that it will perform all other duties of paying
agent as set forth in this Indenture.
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(b) If the Corporation shall act as its own paying agent
with respect to any series of the Securities, it will on or
before each due date of the principal of (and premium, if any) or
interest on Securities of that series, set aside, segregate and
hold in trust for the benefit of the persons entitled thereto a
sum sufficient to pay such principal and premium, if any) or
interest so becoming due on Securities of that series until such
sums shall be paid to such persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of such
action, or any failure (by it or any other obligor on such
Securities) to take such action.
(c) Anything in this Section to the contrary
notwithstanding, (i) the agreement to hold sums in trust as
provided in this Section is subject to the provisions of Section
11.05, and (ii) the Corporation may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or
for any other purpose, pay, or direct any paying agent to pay, to
the Trustee all sums held in trust by the Corporation or such
paying agent, such sums to be held by the Trustee upon the same
terms as those upon which such sums were held by the Corporation
or such paying agent; and, upon such payment by any paying agent
to the Trustee, such paying agent shall be released from all
further liability with respect to such money.
SECTION 4.04. The Corporation, whenever necessary to avoid
or fill a vacancy in the office of Trustee, will appoint, in the
manner provided in Section 7.10, a Trustee, so that there shall
at all times be a Trustee hereunder.
SECTION 4.05. The Corporation will not, while any of the
Securities remain outstanding, create, or suffer to be created or
to exist, any mortgage, lien, pledge, security interest or other
encumbrance of any kind upon any property of any character of the
Corporation whether now owned or hereafter acquired or upon any
of the income or profits therefrom unless it shall make effective
provision whereby the Securities then outstanding shall be
secured by such mortgage, lien, pledge, security interest or
other encumbrance equally and ratably with any and all
obligations and indebtedness thereby secured so long as any such
obligations and indebtedness shall be so secured; provided,
however, that nothing in this Section shall be construed to
prevent the Corporation from creating or from suffering to be
created or to exist, any mortgages, liens, pledges, security
interests or other encumbrances, or any agreements, of the
following character:
(1) Purchase money mortgages, or other purchase money
liens, pledges or encumbrances of any kind upon property
hereafter acquired by the Corporation, or mortgages, liens,
pledges, security interests or other encumbrances of any
kind existing on such property at the time of the
acquisition thereof, or conditional sales agreements or
other title retention agreements with respect to any
property hereafter acquired; provided, however, that no
such mortgage, lien, pledge, security interest or other
encumbrance, and no such agreement, shall extend to or
cover any other property of the Corporation;
(2) The replacement, extension or renewal of any such
mortgage, lien, pledge, security interest or other
encumbrance, or of any such agreement, permitted by the
foregoing clause (1), or the replacement, extension or
renewal (without increase) of the indebtedness secured
thereby;
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(3) Liens for taxes or assessments or governmental
charges or levies; pledges or deposits to secure
obligations under workmen's compensation laws or similar
legislation; pledges or deposits to secure performance in
connection with bids, tenders, contracts (other than
contracts for the payment of money) or leases to which the
Corporation is a party; deposits to secure public or
statutory obligations of the Corporation; materialmen's,
mechanics', carriers', workmener's, repairmen's or other
like liens in the ordinary course of business, or deposits
to obtain the release of such liens; deposits to secure
surety and appeal bonds to which the Corporation is a
party; other pledges or deposits for similar purposes in
the ordinary course of business; liens created by or
resulting from any litigation or legal proceeding which at
the time is currently being contested in good faith by
appropriate proceedings; leases made, or existing on
property acquired, in the ordinary course of business;
landlord's liens under leases to which the Corporation is a
party; zoning restrictions, easements, licenses,
restrictions on the use of real property or minor
irregularities in title thereto, which do not materially
impair the use of such property in the operation of the
business of the Corporation or the value of such property
for the purpose of such business; the lien of the Trustee
described in Section 7.06 hereof; or
(4) Subordination of the Corporation's rights with
respect to any indebtedness owing to the Corporation by a
Subsidiary to the rights of any creditor of such Subsidiary
for money or credit advanced to such Subsidiary.
SECTION 4.06. The Corporation will not, while any of the
Securities remain outstanding, consolidate with, or merge into,
or merge into itself, or sell or convey all or substantially all
of its property to, any other corporation unless the provisions
of Article Ten hereof are complied with.
If upon any such consolidation or merger, or sale or
conveyance, any of the property of the Corporation would
thereupon become subject to any mortgage, security interest,
pledge or lien, the Corporation prior to such consolidation,
merger, sale or conveyance will secure the outstanding
Securities, or cause the same to be secured, equally and ratably
with the other indebtedness or obligations secured by such
mortgage, security interest, pledge or lien so long as such other
indebtedness or obligations shall be so secured; provided,
however, that the subjection of property of the Corporation to
any mortgage, security interest, pledge or lien of the character
referred to in clauses (1), (2), (3) and (4) of Section 4.05
shall be deemed excluded from the operation of this Section and
shall not require that any of the Securities be secured.
ARTICLE FIVE.
Securityholders' Lists and Reports by the Corporation
and the Trustee.
SECTION 5.01. The Corporation will furnish or cause to be
furnished to the Trustee (a) semi-annually, not more than 15 days
after each regular record date (as defined in Section 2.03) a
list, in such form as the Trustee may reasonably require, of the
names and addresses of the holders of each series
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of Securities as of such regular record date and (b) at such
other times as the Trustee may request in writing, within 30 days
after the receipt by the Corporation of any such request, a list
of similar form and content as of a date not more than 15 days
prior to the time such list is furnished; provided, however, no
such list need be furnished for any series for which the Trustee
shall be the Security registrar.
SECTION 5.02. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as
to the names and addresses of the holders of Securities contained
in the most recent list furnished to it as provided in Section
5.01 and as to the names and addresses of holders of Securities
received by the Trustee in its capacity as Security registrar (if
acting in such capacity). The Trustee may destroy any list
furnished to it as provided in Section 5.01 upon receipt of a new
list so furnished.
(b) In case three or more holders of Securities of a series
(hereinafter referred to as "applicants") apply in writing to the
Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six
months preceding the date of such application, and such
application states that the applicants desire to communicate with
other holders of Securities of such series or holders of all
Securities with respect to their rights under this Indenture or
under such Securities, and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to
transmit, then the Trustee shall, within five business days after
the receipt of such application, at its election, either
(1) afford to such applicants access to the
information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this
Section, or
(2) inform such applicants as to the approximate number
of holders of Securities of such series or of all Securities,
as the case may be, whose names and addresses appear in the
information preserved at the time by the Trustee, in
accordance with the provisions of subsection (a) of this
Section, and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if
any, specified in such application.
If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written
request of such applicants, mail to each holder of such series or
of all Securities, as the case may be, whose name and address
appears in the information preserved at the time by the Trustee
in accordance with the provisions of subsection (a) of this
Section, a copy of the form of proxy or other communication which
is specified in such request, with reasonable promptness after a
tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses
of mailing, unless within five days after such tender, the
Trustee shall mail to such applicants and file with the
Securities and Exchange Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in
the opinion of the Trustee, such mailing would be contrary to the
best interests of the holders of Securities of such series or of
all Securities, as the case may be, or would be in violation of
applicable law. Such written statement shall specify the basis
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of such opinion. If said Commission, after opportunity for a
hearing upon the objections specified in the written statement so
filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or
more of such objections, said Commission shall find, after notice
and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee
shall mail copies of such material to all such Securityholders
with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise the Trustee shall be relieved
of any obligation or duty to such applicants respecting their
application.
(c) Each and every holder of the Securities, by receiving
and holding the same, agrees with the Corporation and the Trustee
that neither the Corporation nor the Trustee nor any paying agent
nor any Security registrar shall be held accountable by reason of
the disclosure of any such information as to the names and
addresses of the holders of Securities in accordance with the
provisions of subsection (b) of this Section, regardless of the
source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).
SECTION 5.03. (a) The Corporation covenants and agrees to
file with the Trustee, within 15 days after the Corporation is
required to file the same with the Securities and Exchange
Commission, copies of the annual reports and of the information,
documents and other reports (or copies of such portions of any of
the foregoing as said Commission may from time to time by rules
and regulations prescribe) which the Corporation may be required
to file with said Commission pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934; or, if the
Corporation is not required to file information, documents or
reports pursuant to either of such sections, then to file with the
Trustee and said Commission, in accordance with rules and
regulations prescribed from time to time by said Commission, such
of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the
Securities Exchange Act of 1934 in respect of a security listed
and registered on a national securities exchange as may be
prescribed from time to time in such rules and regulations.
(b) The Corporation covenants and agrees to file with the
Trustee and the Securities and Exchange Commission, in accordance
with the rules and regulations prescribed from time to time by
said Commission, such additional information, documents and
reports with respect to compliance by the Corporation with the
conditions and covenants provided for in this Indenture as may be
required from time to time by such rules and regulations.
(c) The Corporation covenants and agrees to transmit by
mail, first class postage prepaid, or reputable over-night
delivery service which provides evidence of receipt to the
Securityholders, as their names and addresses appear upon the
registration books, within 30 days after the filing thereof with
the Trustee, such summaries of any information, documents and
reports required to be filed by the Corporation pursuant to
subsections (a) and (b) of this Section as may be required by
rules and regulations prescribed from time to time by the
Securities and Exchange Commission.
(d) The Corporation covenants and agrees to furnish to the
Trustee, on or before May 15 in each calendar year in which any
of the Securities are outstanding, or on or before such other day
in each calendar year as the Corporation and the Trustee may from
time to time agree upon, a Certificate as
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to his or her knowledge of the Corporation's compliance with all
conditions and covenants under this Indenture. For purposes of
this subsection (d), such compliance shall be determined without
regard to any period of grace or requirement of notice provided
under this Indenture.
SECTION 5.04. (a) On or before July 15 in each year in
which any Securities are outstanding hereunder, the Trustee shall
transmit by mail, first class postage prepaid, to the
Securityholders, as their names and addresses appear upon the
registration books, a brief report dated as of the preceding May
15, with respect to any of the following events which may have
occurred within the previous twelve months (but if no such event
has occurred within such period no report need be transmitted):
(1) any change to its eligibility under Section 7.09,
and its qualifications under Section 7.08;
(2) the creation of or any material change to a
relationship specified in paragraphs (1) through (10) of
subsection (c) of Section 7.08;
(3) the character and amount of any advances (and if
the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as
such) which remain unpaid on the date of such report, and
for the reimbursement of which it claims or may claim a lien
or charge, prior to that of the Securities, on any property
or funds held or collected by it as Trustee if such advances
so remaining unpaid aggregate more than 1/2 of 1% of the
principal amount of the Securities outstanding on the date
of such report;
(4) any change to the amount, interest rate, and
maturity date of all other indebtedness owing by the
Corporation, or by any other obligor on the Securities, to
the Trustee in its individual capacity, on the date of such
report, with a brief description of any property held as
collateral security therefor, except any indebtedness based
upon a creditor relationship arising in any manner described
in paragraphs (2), (3), (4), or (6) of subsection (b) of
Section 7.13;
(5) any change to the property and funds, if any,
physically in the possession of the Trustee as such on the
date of such report;
(6) any release, or release and substitution, of
property subject to the lien of the indenture (and the
consideration thereof, if any) which it has not previously
reported;
(7) any additional issue of Securities which the
Trustee has not previously reported; and
(8) any action taken by the Trustee in the performance
of its duties under this Indenture which it has not
previously reported and which in its opinion materially
affects the Securities or the Securities of any series,
except action in respect of a default, notice of which has
been or is to be withheld by it in accordance with the
provisions of Section 6.07.
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(b) The Trustee shall transmit by mail, first class postage
prepaid, to the Securityholders, as their names and addresses
appear upon the registration books, a brief report with respect
to the character and amount of any advances (and if the Trustee
elects so to state, the circumstances surrounding the making
thereof) made by the Trustee as such since the date of the last
report transmitted pursuant to the provisions of subsection (a)
of this Section (or if no such report has yet been so
transmitted, since the date of execution of this Indenture), for
the reimbursement of which it claims or may claim a lien or
charge prior to that of the Securities of any series on property
or funds held or collected by it as Trustee, and which it has not
previously reported pursuant to this subsection if such advances
remaining unpaid at any time aggregate more than 10% of the
principal amount of Securities of such series outstanding at such
time, such report to be transmitted within 90 days after such
time.
(c) A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with the
Corporation, with each stock exchange upon which any Securities
are listed (if so listed) and also with the Securities and
Exchange Commission. The Corporation agrees to notify the
Trustee when any Securities become listed on any stock exchange.
ARTICLE SIX.
Remedies of the Trustee and Securityholders
on Event of Default.
SECTION 6.01. Whenever used herein with respect to
Securities of a particular series, "Event of Default" means any
one or more of the following events which has occurred and is
continuing:
(a) default in the payment of any installment of interest
upon any of the Securities of that series, as and when the same
shall become due and payable, and continuance of such default for
a period of 30 business days; or
(b) default in the payment of the principal of (or premium,
if any, on) any of the Securities of that series as and when the
same shall become due and payable whether at maturity, upon
redemption, by declaration or otherwise, or in any payment
required by any sinking or analogous fund established with
respect to that series; or
(c) failure on the part of the Corporation duly to observe
or perform any other of the covenants or agreements on the part
of the Corporation with respect to that series contained in such
Securities or otherwise established with respect to that series
of Securities pursuant to Section 2.01 hereof or contained in
this Indenture (other than a covenant or agreement which has
been expressly included in this Indenture solely for the benefit
of one or more series of Securities other than such series) for a
period of 90 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given
to the Corporation by the Trustee, by registered or certified
mail, or to the Corporation and the Trustee by the holders of at
least 25% in principal amount of the Securities of that series at
the time outstanding; or
(d) a decree or order by a court having jurisdiction in the
premises shall have been entered adjudging the Corporation a
bankrupt or insolvent, or
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approving as properly filed a petition seeking liquidation or
reorganization of the Corporation under the Federal Bankruptcy
Code or any other similar
applicable Federal or State law, and such decree or order shall
have continued unvacated and unstayed for a period of 90 days; or
an involuntary case shall be commenced under such Code in respect
of the Corporation and shall continue undismissed for a period of
90 days or an order for relief in such case shall have been
entered; or a decree or order of a court having jurisdiction in
the premises shall have been entered for the appointment on the
ground of insolvency or bankruptcy of a receiver or custodian or
liquidator or trustee or assignee in bankruptcy or insolvency of
the Corporation or of its property, or for the winding up or
liquidation of its affairs, and such decree or order shall have
remained in force unvacated and unstayed for a period of 90 days;
or
(e) the Corporation shall institute proceedings to be
adjudicated a voluntary bankrupt, or shall consent to the filing
of a bankruptcy proceeding against it, or shall file a petition
or answer or consent seeking liquidation or reorganization under
the Federal Bankruptcy Code or any other similar applicable
Federal or State law, or shall consent to the filing of any such
petition, or shall consent to the appointment on the ground of
insolvency or bankruptcy of a receiver or custodian or liquidator
or trustee or assignee in bankruptcy or insolvency of it or of
its property, or shall make an assignment for the benefit of
creditors.
In each and every such case, unless the principal of all the
Securities of that series shall have already become due and
payable, either the Trustee or the holders of not less than 25%
in aggregate principal amount of the Securities of that series
then outstanding hereunder, by notice in writing to the
Corporation (and to the Trustee if given by such
Securityholders), may declare the principal of all the Securities
of that series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately
due and payable, anything contained in this Indenture or in the
Securities of that series or established with respect to that
series pursuant to Section 2.01 hereof to the contrary
notwithstanding. This provision, however, is subject to the
condition that if, at any time after the principal of the
Securities of that series shall have been so declared due and
payable, and before any judgment or decree for the payment of the
moneys due shall have been obtained or entered as hereinafter
provided, the Corporation shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of that series and the principal
of (and premium, if any, on) any and all Securities of that
series which shall have become due otherwise than by acceleration
(with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law,
upon overdue installments of interest, at the rate per annum
expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under
Section 7.06, and any and all defaults under the Indenture, other
than the nonpayment of principal on Securities of that series
which shall not have become due by their terms, shall have been
remedied or waived as provided in Section 6.06--then and in every
such case the holders of a majority in aggregate principal amount
of the Securities of that series then outstanding, by written
notice to the Corporation and to the Trustee, may rescind and
annul such declaration and its consequences; but no such
rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair any right consequent thereon.
In case the Trustee shall have proceeded to enforce any
right with respect to Securities of that series under this
Indenture and such proceedings
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shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such
case the Corporation and the Trustee shall be restored
respectively to their former positions and rights hereunder, and
all rights, remedies and powers of the Corporation and the
Trustee shall continue as though no such proceedings had been
taken.
SECTION 6.02. The Corporation covenants that (1) in case
default shall be made in the payment of any installment of
interest on any of the Securities of that series, as and when the
same shall become due and payable, and such default shall have
continued for a period of 30 business days, or (2) in case
default shall be made in the payment of the principal of (or
premium, if any, on) any of the Securities of that series when
the same shall have become due and payable, whether upon maturity
of the Securities of that series or upon redemption or upon
declaration or otherwise--then, upon demand of the Trustee, the
Corporation will pay to the Trustee, for the benefit of the
holders of the Securities of that series, the whole amount that
then shall have become due and payable on all such Securities for
principal (and premium, if any) or interest, or both, as the case
may be, with interest upon the overdue principal (and premium, if
any) and (to the extent that payment of such interest is
enforceable under applicable law) upon overdue installments of
interest at the rate per annum expressed in the Securities of
that series; and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of
collection, and the amount payable to the Trustee under Section
7.06.
In case the Corporation shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as
trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Corporation
or other obligor upon the Securities of that series and collect
in the manner provided by law out of the property of the
Corporation or other obligor upon the Securities of that series
wherever situated the moneys adjudged or decreed to be payable.
In case of any receivership, insolvency, liquidation,
bankruptcy, reorganization, readjustment, arrangement,
composition or other judicial proceedings affecting the
Corporation, any other obligor on such Securities, or the
creditors or property of either, the Trustee shall have power to
intervene in such proceedings and take any action therein that
may be permitted by the court and shall (except as may be
otherwise provided by law) be entitled to file such proofs of
claim and other papers and documents as may be necessary or
advisable in order to have the claims of the Trustee and of the
holders of Securities of such series allowed for the entire
amount due and payable by the Corporation or such other obligor
under the Indenture at the date of institution of such
proceedings and for any additional amount which may become due
and payable by the Corporation or such other obligor after such
date, and to collect and receive any moneys or other property
payable or deliverable on any such claim, and to distribute the
same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the
holders of Securities of such series to make such payments to the
Trustee, and, in the event that the Trustee shall consent to the
making of such payments directly to such Securityholders, to pay
to the Trustee any amount due it under Section 7.06.
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All rights of action and of asserting claims under this
Indenture, or under any of the terms established with respect to
Securities of that series, may be enforced by the Trustee without
the possession of any of such Securities, or the production
thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for payment to the
Trustee of any amounts due under Section 7.06, be for the ratable
benefit of the holders of the Securities of such series.
In case of a dn Event of Default hereunder the Trustee may
in its discretion proceed to protect and enforce the rights
vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect
and enforce any of such rights, either at law or in equity or in
bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in the Indenture or in aid of
the exercise of any power granted in this Indenture, or to
enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law.
Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf
of any Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities of that series
or the rights of any holder thereof or to authorize the Trustee
to vote in respect of the claim of any Securityholder in any such
proceeding.
SECTION 6.03. Any moneys collected by the Trustee, pursuant
to Section 6.02 with respect to a particular series of
Securities, shall be applied in the order following, at the date
or dates fixed by the Trustee
and, in case of the distribution of such moneys on account of
principal (or premium, if any) or interest upon presentation of
the several Securities of that series, and stamping thereon the
payment, if only partially paid, and upon surrender thereof if
fully paid:
FIRST: To the payment of costs and expenses of
collection and of all amounts payable to the Trustee under
Section 7.06;
SECOND: To the payment of the amounts then due and
unpaid upon Securities of such series for principal (and
premium, if any) and interest, in respect of which or for
the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the
amounts due and payable on such Securities for principal
(and premium, if any) and interest, respectively.
SECTION 6.04. No holder of any Security of any series shall
have any right by virtue or by availing of any provision of this
Indenture to institute any suit, action or proceeding in equity
or at law upon or under or with respect to this Indenture or for
the appointment of a receiver or trustee, or for any other remedy
hereunder, unless such holder previously shall have given to the
Trustee written notice of default and of the continuance thereof
with respect to Securities of such series specifying such
default, as hereinbefore provided, and unless also the holders of
not less than 25% in aggregate principal amount of the Securities
of such series then outstanding shall have made written request
upon the Trustee to institute such action, suit or proceeding in
its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the
costs,
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expenses and liabilities to be incurred therein or thereby, and
the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity, shall have failed to institute any such
action, suit or proceeding; it being understood and intended, and
being expressly covenanted by the taker and holder of every
Security of such series with every other such taker and holder
and the Trustee, that no one or more holders of Securities of
such series shall have any right in any manner whatever by virtue
or by availing of any provision of this Indenture to affect,
disturb or prejudice the rights of the holders of any other of
such Securities, or to obtain or seek to obtain priority over or
preference to any other such holder, or to enforce any right
under this Indenture, except in the manner herein provided and
for the equal, ratable and common benefit of all holders of
Securities of such series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given
either at law or in equity.
Notwithstanding any other provisions of this Indenture,
however, the right of any holder of any Security to receive
payment of the principal of (and premium, if any) and interest on
such Security, as therein provided, on or after the respective due
dates expressed in such Security, or to institute suit for the
enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such
holder.
SECTION 6.05. All powers and remedies given by this Article
to the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any
others thereof or of any other powers and remedies available to
the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities, and no
delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any
default occurring and continuing as aforesaid, shall impair any
such right or power, or shall be construed to be a waiver of any
such default or an acquiescence therein; and, subject to the
provisions of Section 6.04, every power and remedy given by this
Article or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Securityholders.
SECTION 6.06. The holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding, determined in accordance with Section 8.04, shall
have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with
respect to such series; provided, however, that such direction
shall not be in conflict with any rule of law or with this
Indenture or unduly prejudicial to the rights of holders of
Securities of any other series, at the time outstanding
determined in accordance with Section 8.04, not parties thereto.
Subject to the provisions of Section 7.01, the Trustee shall have
the right to decline to follow any such direction if the Trustee
in good faith shall, by a responsible officer or officers of the
Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability. The holders of a majority in
aggregate principal amount of the Securities of any series at the
time outstanding, determined in accordance with Section 8.04, may
on behalf of the holders of all of the Securities of that series
waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with
respect to such series and its consequences, except a default in
the payment of the principal of, or premium, if any, or interest
on, any of the Securities of that series as and when the same
shall become due by the terms of such Securities or a call for
redemption of Securities of that series. Upon any such waiver,
the default covered thereby
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shall be deemed to be cured for all purposes of this Indenture
and the Corporation, the Trustee and the holders of the
Securities of that series shall be restored to their former
positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other default or impair any
right consequent thereon.
SECTION 6.07. The Trustee shall, within 90 days after the
occurrence of a default with respect to a particular series,
transmit by mail, first class postage prepaid, to the holders of
Securities of that series, as their names and addresses appear
upon the Security register, notice of all defaults with respect
to that series known to the Trustee, unless such defaults shall
have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section being hereby defined
to be the events specified in subsections (a), (b), (c), (d) and
(e) of Section 6.01, not including any periods of grace provided
for therein and irrespective of the giving of notice provided for
by subsection (c) of Section 6.01); provided, that, except in the
case of default in the payment of the principal of (or premium,
if any) or interest on any of the Securities of that series or in
the payment of any sinking fund installment established with
respect to that series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors,
the executive committee, or a trust committee of directors and/or
responsible officers, of the Trustee in good faith determine that
the withholding of such notice is in the interests of the
Securityholders of Securities of that series, provided further,
that in the case of any default of the character specified in
Section 6.01(c) with respect to Securities of such series no such
notice to the holders of the Securities of that series shall be
given until at least 30 days after the occurrence thereof.
The Trustee shall not be deemed to have knowledge of any
default, except (i) a default under subsections (a) or (b) of
Section 6.01 as long as the Trustee is acting as paying agent for
such series of Securities or (ii) any default as to which the
Trustee shall have received written notice or a responsible
officer charged with the administration of this Indenture shall
have obtained actual knowledge.
SECTION 6.08. All parties to this Indenture agree, and each
holder of any Securities by his or her acceptance thereof shall
be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such
suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to any suit
instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding more than
10% in aggregate principal amount of the outstanding Securities
of any series, or to any suit instituted by any Securityholder
for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on
or after the respective due dates expressed in such Security or
established pursuant to this Indenture.
ARTICLE SEVEN
Concerning the Trustee
SECTION 7.01. The Trustee, prior to the occurrence of an
Event of Default with respect to Securities of a series and after
the curing of all Events of Default with respect to Securities of
that series which may have
have
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occurred, undertakes to perform with respect to Securities of a
series such duties and only such duties as are specifically set
forth in this Indenture,
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Indenture, and no implied covenants shall be read into this
Indenture against the Trustee. In case an Event of Default with
respect to Securities of a series has occurred (which has not
been cured) the Trustee shall exercise with respect to Securities
of that series such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their
exercise, as a prudent individual would exercise or use under the
circumstances in the conduct of his own affairs.
No provision of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except
that
(a) prior to the occurrence of an Event of Default
with respect to Securities of a series and after the curing
of all such Events of Default with respect to that series
which may have occurred:
(1) the duties and obligations of the Trustee
shall with respect to Securities of a series be
determined solely by the express provisions of this
Indenture, and the Trustee shall not be liable with
respect to Securities of a series except for the
performance of such duties and obligations as are
specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into
this Indenture against the Trustee; and
(2) in the absence of bad faith on the part of
the Trustee, the Trustee may with respect to Securities
of a series conclusively rely, as to the truth of the
statements and the correctness of the opinions
expressed therein, upon any certificates or opinions
furnished to the Trustee and conforming to the
requirements of this Indenture; but in the case of any
such certificates or opinions which by any provision
hereof are specifically required to be furnished to the
Trustee, the Trustee shall be under a duty to examine
the same to determine whether or not they conform to
the requirements of this Indenture;
(b) the Trustee shall not be liable for any error of
judgment made in good faith by a responsible officer or
responsible officers of the Trustee, unless it shall be
proved that the Trustee was negligent in ascertaining the
pertinent facts;
(c) the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith
in accordance with the direction of the holders of not less
than a majority in principal amount of the Securities of any
series at the time outstanding relating to the time, method
and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power
conferred upon the Trustee under this Indenture with respect
to the Securities of that series; and
(d) None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any
of its rights or powers, if there is reasonable ground for
believing that the repayment of such funds or liability is
not reasonably assured to it under the terms of this
Indenture or adequate indemnity against such risk is not
reasonably assured to it.
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SECTION 7.02. Except as otherwise provided in Section 7.01:
(a) The Trustee may rely and shall be protected in
acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, security or other paper or
document believed by it to be genuine and to have been
signed or presented by the proper party or parties;
(b) Any request, direction, order or demand of the
Corporation mentioned herein shall be sufficiently evidenced
by a Board Resolution or an instrument signed in the name of
the Corporation by the Chairman, any Vice Chairman, the
President or any Vice President and by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant
Treasurer (unless other evidence in respect thereof is
specifically prescribed herein);
(c) The Trustee may consult with counsel and the
written advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted hereunder
in good faith and in reliance thereon;
(d) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to
the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred
therein or thereby; nothing herein contained shall, however,
relieve the Trustee of the obligation, upon the occurrence
of an Event of Default with respect to a series of the
Securities (which has not been cured) to exercise with
respect to Securities of that series such of the rights and
powers vested in it by this Indenture, and to use the same
degree of care and skill in their exercise, as a prudent
individual would exercise or use under the circumstances in
the conduct of his own affairs;
(e) The Trustee shall not be liable for any action
taken or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers
conferred upon it by this Indenture;
(f) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond,
debenture, or other papers or documents, unless requested in
writing so to do by the holders of not less than a majority
in principal amount of the outstanding Securities of the
particular series affected thereby (determined as provided in
Section 8.04); provided, however, that if the payment within
a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to
it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such costs, expenses or
liabilities as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the
Corporation or, if paid by the Trustee, shall be repaid by
the Corporation upon demand; and
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(g) The Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys and the
Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed
with due care by it hereunder.
SECTlON 7.03. The recitals contained herein and in the
Securities (other than the certificate of authentication on the
Securities) shall be taken as the statements of the Corporation,
and the Trustee assumes no responsibility for the correctness of
the same. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Securities.
The Trustee shall not be accountable for the use or application
by the Corporation of any of the Securities or of the proceeds of
such Securities, or for the use or application of any moneys paid
over by the Trustee in accordance with any provision of this
Indenture or established pursuant to Section 2.01, or for the use
or application of any moneys received by any paying agent other
than the Trustee.
SECTION 7.04. The Trustee or any paying agent or Security
registrar, in its individual or any other capacity, may become
the owner or pledgee of Securities with the same rights it would
have if it were not Trustee, paying agent or Security registrar.
SECTION 7.05. Subject to the provisions of Section 11.05,
all moneys received by the Trustee shall, until used or applied
as herein provided, be held in trust for the purposes for which
they were received, but need not be segregated from other funds
except to the extent required by law. The Trustee shall be under
no liability for interest on any moneys received by it hereunder
except such as it may agree with the Corporation to pay thereon.
SECTION 7.06. The Corporation covenants and agrees to pay to
the Trustee from time to time, and the Trustee shall be entitled
to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by it in the execution of
the trusts hereby created and in the exercise and performance of
any of the powers and duties hereunder of the Trustee, and the
Corporation will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or
made by the Trustee in accordance with any of the provisions of
this Indenture (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence or bad faith. The
Corporation also covenants to indemnify the Trustee for, and to
hold it harmless against, any loss, liability or expense incurred
without negligence or bad faith on the part of the Trustee and
arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of
defending itself against any claim of liability in the premises.
The obligations of the Corporation under this Section to
compensate the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional
indebtedness hereunder. Such additional indebtedness shall be
secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of
particular Securities.
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SECTION 7.07. Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this
Indenture the Trustee shall deem it necessary or desirable that a
matter be proved or established prior to taking or suffering or
omitting any action hereunder, such matter (unless other evidence
in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be
deemed to be
conclusively proved and established by an Officers' Certificate
delivered to the Trustee and such certificate, in the absence of
negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted
by it under the provisions of this Indenture upon the faith
thereof.
SECTION 7.08. (a) If the Trustee has or shall acquire any
conflicting interest, as defined in this Section, with respect to
the Securities of any series, within 90 days after ascertaining
that it has such conflicting interest, and if the Default to
which such conflicting interest relates has not been cured, duly
waived or otherwise eliminated before the end of such 90-day
period, it shall either eliminate such conflicting interest,
except as otherwise provided herein, or resign with respect to
the Securities of that series in the manner and with the effect
specified in Section 7.10 and the Corporation shall promptly
appoint a successor trustee in the manner provided herein.
(b) In the event that the Trustee shall fail to comply with
the provisions of subsection (a) of this Section, with respect to
the Securities of any series the Trustee shall, within ten days
after the expiration of such 90-day period, transmit notice of
such failure by mail, first class postage prepaid, to the
Securityholders of that series as their names and addresses
appear upon the registration books.
(c) For the purposes of this Section the Trustee shall be
deemed to have a conflicting interest with respect to the
Securities of any series if a Default has occurred and is
continuing and:
(1) the Trustee is trustee under this Indenture with
respect to the outstanding Securities of any series other
than that series, or is trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities, of the
Corporation are outstanding, unless such other indenture is
a collateral trust indenture under which the only collateral
consists of Securities issued under this Indenture, provided
that there shall be excluded from the operation of this
paragraph the Securities of any series other than that
series and any other indenture or indentures under which
other securities, or certificates of interest or
participation in other securities, of the Corporation are
outstanding if (i) this Indenture and such other indenture
or indentures and all series of securities issuable
thereunder, are wholly unsecured and rank equally and such
other indenture or indentures (and such series) are
hereafter qualified under the Trust Indenture Act of 1939,
as amended, unless the Securities and Exchange Commission
shall have found and declared by order pursuant to
subsection (b) of Section 305 or subsection (c) of Section
307 of the Trust Indenture Act of 1939, as amended, that
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amended, that differences exist between (A) the provisions of
this Indenture with respect to Securities of that series and
with respect to one or more
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other series or (B) the provisions of this Indenture and the
provisions of such other indenture or indentures (or such
series), which are so likely to involve a material conflict
of interest as to make it necessary in the public interest
or for the protection of investors to disqualify the Trustee
from acting as such under this Indenture with respect to the
Securities of that series and such other series or such
other indenture or indentures, or (ii) the Corporation shall
have sustained the burden of proving, on application to the
Securities and Exchange Commission and after opportunity for
hearing thereon, that the trusteeship under this Indenture
with respect to Securities of that series and such other
series or such other indenture or indentures is not so
likely to involve a material conflict of interest as to make
it necessary in the public interest or for the protection of
investors to disqualify the Trustee from acting as such
under this Indenture with respect to Securities of that
series and such other series or under such other indentures;
and provided further, that there shall be excluded from the
operation of this paragraph, (A) the Indenture dated as of
May 15, 1987, between GTE Corporation and The Bank of New
York (formerly Irving Trust Company), including any
amendments thereto, under which are outstanding 10 3/4%
Sinking Fund Debentures Due 2017 and 10.30% Debentures Due
2017, (B) the Indenture dated as of January 15, 1991 between
GTE Corporation and The Bank of New York, including any
amendments thereto, under which are outstanding 8.85%
Debentures Due 1998, and (C) the Indenture dated May 1, 1991
between GTE Corporation and The Bank of New York, including
any amendments thereto, under which are outstanding 9.10%
Debentures Due 2003, 8 3/4% Debentures Due 2021, and 7.83%
Debentures Due 2023;
(2) the Trustee or any of its directors or executive
officers is an underwriter for the Corporation;
(3) the Trustee directly or indirectly controls or is
directly or indirectly controlled by or is under direct or
indirect common control with an underwriter for the
Corporation;
(4) the Trustee or any of its directors or executive
officers is a director, officer, partner, employee,
appointee, or representative of the Corporation, or of an
underwriter (other than the Trustee itself) for the
Corporation who is currently engaged in the business of
underwriting, except that (A) one individual may be a
director and/or an
executive officer of the Trustee and a director and/or an
executive officer of the Corporation, but may not be at the
same time an executive officer of both the Trustee and the
Corporation; (B) if and so long as the number of directors
of the Trustee in office is more than nine, one additional
individual may be a director and/or an executive officer of
the Trustee and a director of the Corporation; and (C) the
Trustee may be designated by the Corporation or by an
underwriter for the Corporation to act in the capacity of
transfer agent, registrar,
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executive officer of the Trustee and a director and/or an
executive officer of the Corporation, but may not be at the
same time an executive custodian, paying agent, fiscal
agent, escrow agent, or depositary, or in any other similar
capacity, or, subject to the provisions of paragraph (1) of
this subsection (c), to act as trustee whether under an
indenture or otherwise;
(5) 10% or more of the voting securities of the
Trustee is beneficially owned either by the Corporation or
by any director, partner, or executive officer thereof, or
20% or more of such voting securities is beneficially owned,
collectively, by any two or more of such persons; or 10% or
more of the voting securities of the Trustee is beneficially
owned either by an underwriter for the Corporation or by any
director, partner, or executive officer thereof, or is
beneficially owned, collectively, by any two or more such
persons;
(6) the Trustee is the beneficial owner of, or holds
as collateral security for an obligation which is in default
(as hereinafter in this subsection (c) defined), (A) 5% or
more of the voting securities, or 10% or more of any other
class of security, of the Corporation, not including the
Securities issued under this Indenture and securities issued
under any other indenture under which the Trustee is also
trustee, or (B) 10% or more of any class of security of an
underwriter for the Corporation;
(7) the Trustee is the beneficial owner of, or holds
as collateral security for an obligation which is in default
(as hereinafter in this subsection (c) defined), 5% or more
of the voting securities of any person who, to the knowledge
of the Trustee, owns 10% or more of the voting securities
of, or controls directly or indirectly or is under direct or
indirect common control with, the Corporation;
(8) the Trustee is the beneficial owner of, or holds
as collateral security for an obligation which is in default
(as hereinafter in this subsection (c) defined), 10% or more
of any class of security of any person who, to the knowledge
of the Trustee, owns 50% or more of the voting securities of
the Corporation
(9) the Trustee owns, on the date of a default
(exclusive of any period of grace or requirement of
Notice)Default or any anniversary of such default while such
dDefault while such Default upon the Securities issued under
this Indenture remains outstanding, in the capacity of
executor, administrator, testamentary or inter vivos
trustee, guardian, committee or conservator, or in any other
similar capacity, an aggregate of 25% or more of the voting
securities, or of any class of security, of any person, the
beneficial ownership of a specified percentage of which
would have constituted a conflicting interest under
paragraph (6), (7), or (8) of this subsection (d). As to
any such securities of which the Trustee acquired ownership
through becoming executor, administrator, or testamentary
trustee of an estate which include them, the provisions of
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the preceding sentence shall not apply, for a period of two
years from the date of such acquisition, to the extent that
such securities included in such estate do not exceed 25% of
such voting securities or 25% of any such class of security.
Promptly after the dates of any such default upon the
Securities issued under this Indenture and annually in each
succeeding year that the Securities issued under this
Indenture remain in Default, the Trustee shall make a check
of its holding of such securities in any of the above-
mentioned capacities as of such dates. If the Corporation
fails to make payment in full of principal of or interest on
any of the Securities when and as the same becomes due and
payable, and such failure continues for 30 days thereafter,
the Trustee shall make a prompt check of its holding of such
securities in any of the above-mentioned capacities as of the
date of the expiration of such 30-day period, and after such
date, notwithstanding the foregoing provisions of this
paragraph (9), all such securities so held by the Trustee,
with sole or joint control over such securities vested in it,
shall, but only so long as such failure shall continue, be
considered as though beneficially owned by the Trustee for
the purposes of paragraphs (6), (7) and (8) of this
subsection (c); or
(10) except under the circumstances described in
paragraphs (1), (3), (4), (5) or (6) of subsection (b) of
Section 7.13, the Trustee shall be or shall become a creditor
of the Corporation.
For purposes of paragraph (1) of this subsection (c), and of
Sections 6.06 and 8.04, the term "series of securities" or
"series" means a series, class or group of securities issuable
under an indenture pursuant to whose terms holders of one such
series may vote to direct the indenture trustee, or otherwise take
action pursuant to a vote of such holders, separately from holders
of another such series; provided, that "series of securities" or
"series" shall not include any series of securities issuable under
an indenture if all such series rank equally and are wholly
unsecured.
The specification of percentages in paragraphs (5) to (9),
inclusive, of this subsection (c) shall not be construed as
indicating that the ownership of such percentages of the
securities of a person is or is not necessary or sufficient to
constitute direct or indirect control for the purposes of
paragraph (3) or (7) of this subsection (c).
For the purposes of paragraphs (6), (7), (8) and (9) of this
subsection (c) only, (A) the terms "security" and "securities"
shall include only such securities as are generally known as
corporate securities, but shall not include any note or other
evidence of indebtedness issued to evidence an obligation to repay
moneys lent to a person by one or more banks, trust companies or
banking firms, or any certificate of interest or participation in
any such note or evidence of indebtedness; (B) an obligation shall
be deemed to be in "default" when a default in payment of
principal shall have continued for thirty days or more and shall
not have been cured; and (C) the Trustee shall not be deemed to be
the owner or holder of (i) any security which it holds as
collateral security (as trustee or otherwise) for any obligation
which is not in default as defined in clause (B) above, or (ii)
any security which it holds as collateral security under this
Indenture, irrespective of any Default hereunder, or (iii) any
security which it holds as agent for collection, or as custodian,
escrow agent, or depositary, or in any similar representative
capacity.
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Except as above provided, the word "security" or
"securities" as used in this Indenture shall mean any note,
stock, treasury stock, bond, debenture, evidence of indebtedness,
certificate of interest or participation in any profit-sharing
agreement, collateral-trust certificate, pre-organization
certificate or subscription, transferable share, investment
contract, voting-trust certificate, certificate of deposit for a
security, fractional undivided interest in oil, gas, or other
mineral rights, or, in general, any interest or instrument
commonly known as a "security", or any certificate of interest or
participation in, temporary or interim certificate for, receipt
for, guarantee of, or warrant or right to subscribe to or
purchase, any of the foregoing.
(d) For the purposes of this Section:
(1) The term "underwriter" when used with reference to
the Corporation shall mean every person, who, within one
year prior to the time as of which the determination is
made, has purchased from the Corporation with a view to, or
has offered or sold for the Corporation in connection with,
the distribution of any security of the Corporation
outstanding at such time, or has participated or has had a
direct or indirect participation in any such undertaking, or
has participated or has had a participation in the direct or
indirect underwriting of any such undertaking, but such term
shall not include a person whose interest was limited to a
commission from an underwriter or dealer not in excess of
the usual and customary distributors' or sellers'
commission.
(2) The term "director" shall mean any member of the
board of directors of a corporation or any individual
performing similar functions with respect to any
organization whether incorporated or unincorporated.
(3) The term "person" shall mean an individual, a
corporation, a partnership, an association, a joint-stock
company, a trust, an unincorporated organization, or a
government or political subdivision thereof. As used in
this paragraph, the term "trust" shall include only a trust
where the interest or interests of the beneficiary or
beneficiaries are evidenced by a security.
(4) The term "voting security" shall mean any security
presently entitling the owner or holder thereof to vote in
the direction or management of the affairs of a person, or
any security issued under or pursuant to any trust,
agreement or arrangement whereby a trustee or trustees or
agent or agents for the owner or holder of such security are
presently entitled to vote in the direction or management of
the affairs of a person.
(5) The term "Corporation" shall mean any obligor upon
the Securities.
(6) The term "executive officer" shall mean the
president, every vice president, every assistant vice
president, every trust officer, the cashier, the secretary,
and the treasurer of a corporation, and any individual
customarily performing similar functions with respect to any
organization whether incorporated or unincorporated, but
shall not include the chairman of the board of directors.
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(e) The percentages of voting securities and other
securities specified in this Section shall be calculated in
accordance with the following provisions:
(1) A specified percentage of the voting securities of
the Trustee, the Corporation or any other person referred to
in this Section (each of whom is referred to as a "person"
in this paragraph) means such amount of the outstanding
voting securities of such person as entitles the holder or
holders thereof to cast such specified percentage of the
aggregate votes which the holders of all the outstanding
voting securities of such person are entitled to cast in the
direction or management of the affairs of such person.
(2) A specified percentage of a class of securities of a
person means such percentage of the aggregate amount of
securities of the class outstanding.
(3) The term "amount", when used in regard to
securities, means the principal amount if relating to
evidences of indebtedness, the number of shares if relating
to capital shares, and the number of units if relating to
any other kind of security.
(4) The term "outstanding" means issued and not held by
or for the account of the issuer. The following securities
shall not be deemed outstanding within the meaning of this
definition:
(i) securities of an issuer held in a sinking fund
relating to securities of the issuer of the same class.
(ii) securities of an issuer held in a sinking
fund relating to another class of securities of the
issuer, if the obligation evidenced by such other class
of securities is not in default as to principal or
interest or otherwise.
(iii) securities pledged by the issuer thereof as
security for an obligation of the issuer not in default
as to principal or interest or otherwise.
(iv) securities held in escrow if placed in escrow by
the issuer thereof.
Provided, however, that any voting securities of an issuer
shall be deemed outstanding if any person other than the
issuer is entitled to exercise the voting rights thereof.
(5) A security shall be deemed to be of the same class
as another security if both securities confer upon the
holder or holders thereof substantially the same rights and
privileges; provided, however, that, in the case of secured
evidences of indebtedness, all of which are issued under a
single indenture, differences in the interest rates or
maturity dates of various series thereof shall not be deemed
sufficient to constitute such series different classes and
provided further, that, in the case of unsecured evidences
of indebtedness, differences in the interest rates or
maturity dates thereof shall not be deemed sufficient to
constitute them securities of different classes, whether or
not they are issued under a single indenture.
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(f) Except in the case of a default in the payment of the
principal of or interest on any Securities issued under this
Indenture, or in the payment of any sinking or analogous fund
installment, the Trustee shall not be required to resign as
provided by this Section 7.08 if such Trustee shall have
sustained the burden of proving, on application to the Securities
and Exchange Commission and after opportunity for hearing
thereon, that (i) the default under the Indenture may be cured or
waived during a reasonable period and under the procedures
described in such application, and (ii) a stay of the Trustee's
duty to resign will not be inconsistent with the interest of
Securityholders. The filing of such an application shall
automatically stay the performance of the duty to resign until
the Securities and Exchange Commission orders otherwise.
Any resignation of the Trustee shall become effective only
upon the appointment of a successor trustee and such successor's
acceptance of such an appointment.
SECTION 7.09. There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all
times be a corporation organized and doing business under the
laws of the United States or any State or Territory or of the
District of Columbia, or a corporation or other person permitted
to act as trustee by the Securities and Exchange Commission,
authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least fifty million
dollars, and subject to supervision or examination by Federal,
State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. The
Corporation may not, nor may any person directly or indirectly
controlling, controlled by, or under common control with the
Corporation, serve as Trustee. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.
SECTION 7.10. (a) The Trustee or any successor hereafter
appointed, may at any time resign with respect to the Securities
of one or more series by giving written notice thereof to the
Corporation and by transmitting notice of resignation by mail,
first class postage prepaid, to the Securityholders of such
series, as their names and addresses appear upon the Security
register. Upon receiving such notice of resignation, the
Corporation shall promptly appoint a successor trustee with
respect to Securities of such series by written instrument, in
duplicate, executed by order of the Board of Directors of the
Corporation, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have
accepted appointment within 30 days after the mailing of such
notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a
successor trustee with respect to Securities of such series, or
any Securityholder of that series who has been a bona fide holder
of a Security or Securities for at least six months may, subject
to the provisions of Section 6.08, on behalf of himself and all
others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe,
appoint a successor trustee.
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(b) In case at any time any of the following shall occur--
(1) the Trustee shall fail to comply with the
provisions of subsection (a) of Section 7.08 after written
request therefor by the Corporation or by any Securityholder
who has been a bona fide holder of a Security or Securities
for at least six months, or
(2) the Trustee shall cease to be eligible in
accordance with the provisions of Section 7.09 and shall
fail to resign after written request therefor by the
Corporation or by any such Securityholder of Securities, or
(3) the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee
or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, the Corporation may remove the Trustee
with respect to all Securities and appoint a successor trustee by
written instrument, in duplicate, executed by order of the Board
of Directors of the Corporation, one copy of which instrument
shall be delivered to the Trustee so removed and one copy to the
successor trustee, or, subject to the provisions of Section 6.08,
unless the Trustee's duty to resign is stayed as provided herein,
any Securityholder who has been a bona fide holder of a Security
or Securities for at least six months may, on behalf of himself
and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon
after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.
(c) The holders of a majority in aggregate principal amount
of the Securities of any series at the time outstanding may at
any time remove the Trustee with respect to such series and
appoint a successor trustee.
(d) Any resignation or removal of the Trustee and
appointment of a successor trustee with respect to the Securities
of a series pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.
(e) Any successor trustee appointed pursuant to this
Section may be appointed with respect to the Securities of one or
more series or all of such series, and at any time there shall be
only one Trustee with respect to the Securities of any particular
series.
SECTION 7.11. (a) In case of the appointment hereunder of
a successor trustee with respect to all Securities, every such
successor trustee so appointed shall execute, acknowledge and
deliver to the Corporation and to the retiring Trustee an
instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become
effective and such successor trustee, without any further act,
deed or conveyance, shall become vested with all the rights
powers, trusts and duties of the retiring Trustee;
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but, on the request of the Corporation or the successor trustee,
such retiring Trustee shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor trustee
all the rights, powers, and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor trustee
all property and money held by such retiring Trustee hereunder.
(b) In case of the appointment hereunder of a successor
trustee with respect to the Securities of one or more (but not
all) series, the Corporation, the retiring Trustee and each
successor trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto
wherein each successor trustee shall accept such appointment and
which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each
successor trustee all the rights, powers, trusts and duties of
the retiring Trustee with respect to the Securities of that or
those series to which the appointment of such successor trustee
relates, (2) if the retiring Trustee is not retiring with respect
to all Securities, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for
or facilitate the administration of the trusts hereunder by more
than one Trustee, it being understood that nothing herein or in
such supplemental indenture shall constitute such Trustees co-
trustees of the same trust, that each such Trustee shall be
trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such
Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; and
upon the execution and delivery of such supplemental indenture
the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein, such retiring Trustee
shall with respect to the Securities of that or those series to
which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or
for the performance of the duties and obligations vested in the
Trustee under this Indenture, and each such successor trustee,
without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series to
which the appointment of such successor trustee relates; but, on
request of the Corporation or any successor trustee, such
retiring Trustee shall duly assign, transfer and deliver to such
successor trustee, to the extent contemplated by such
supplemental indenture, the property and money held by such
retiring Trustee hereunder with respect to the Securities of that
or those series to which the appointment of such successor
trustee relates.
(c) Upon request of any such successor trustee, the
Corporation shall execute any and all instruments for more fully
and certainly vesting in and confirming to such successor trustee
all such rights, powers and trusts referred to in paragraph (a)
or (b) of this Section, as the case may be.
(d) No successor trustee shall accept its appointment
unless at the time of such acceptance such successor trustee
shall be qualified and eligible under this Article.
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(e) Upon acceptance of appointment by a successor trustee
as provided in this Section, the Corporation shall transmit
notice of the succession of such trustee hereunder by mail, first
class postage prepaid, to the Securityholders, as their names and
addresses appear upon the Security register. If the Corporation
fails to transmit such notice within ten days after acceptance of
appointment by the successor trustee, the successor trustee shall
cause such notice to be transmitted at the expense of the
Corporation.
SECTION 7.12. Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any
corporation succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation
shall be qualified under the provisions of Section 7.08 and
eligible under the provisions of Section 7.09, without the
execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary
notwithstanding. In any such case such successor, unless it is
the same corporation, shall forthwith make a report to
Securityholders of thecase any Securities shall have been
authenticated, but not delivered, by the Trustee then in office,
any successor by merger, character required by paragraph (1) of
subsection (a) of Section 5.04, in the manner provided in said
Section 5.04.onversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor
Trustee had itself authenticated such Securities.
SECTION 7.13. (a) Subject to the provisions of subsection
(b) of this Section, if the Trustee shall be or shall become a
creditor, directly or indirectly, secured or unsecured, of the
Corporation within three months prior to a default, as defined in
subsection (c) of this Section, or subsequent to such a default,
then, unless and until such default shall be cured, the Trustee
shall set apart and hold in a special account for the benefit of
the Trustee individually, the holders of the Securities and the
holders of other indenture securities (as defined in subsection
(c) of this Section)
(1) an amount equal to any and all reductions in the
amount due and owing upon any claim as such creditor in
respect of principal or interest, effected after the
beginning of such three months' period and valid as against
the Corporation and its other creditors, except any such
reduction resulting from the receipt or disposition of any
property described in paragraph (2) of this subsection, or
from the exercise of any right of set-off which the Trustee
could have exercised if a petition in bankruptcy had been
filed by or against the Corporation upon the date of such
default; and
(2) all property received by the Trustee in respect
of any claim as such creditor, either as security therefor,
or in satisfaction or composition thereof, or otherwise,
after the beginning of such three months' period, or an
amount equal to the proceeds of any such property, if
disposed of, subject, however, to the rights, if any, of
the Corporation and its other creditors in such property or
such proceeds.
Nothing herein contained, however, shall affect the right of
the Trustee,
(A) to retain for its own account (i) payments made on
account of any such claim by any person (other than the
Corporation) who is liable thereon, and (ii) the proceeds of
the bona fide sale of any such claim
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by the Trustee to a third person, and (iii) distributions
made in cash, securities, or other property in respect of
claims filed against the Corporation in bankruptcy or
receivership or in a case for reorganization pursuant to the
Federal Bankruptcy Code or applicable State law;
(B) to realize, for its own account, upon any property
held by it as security for any such claim, if such property
was so held prior to the beginning of such three months'
period;
(C) to realize, for its own account, but only to the
extent of the claim hereinafter mentioned, upon any property
held by it as security for any such claim, if such claim was
created after the beginning of such three months' period and
such property was received as security therefor
simultaneously with the creation thereof, and if the Trustee
shall sustain the burden of proving that at the time such
property was so received the Trustee had no reasonable cause
to believe that a default, as defined in subsection (c) of
this Section, would occur within three months; or
(D) to receive payment on any claim referred to in
paragraph (B) or (C), against the release of any property
held as security for such claim as provided in such paragraph
(B) or (C), as the case may be, to the extent of the fair
value of such property.
For the purposes of paragraphs (B), (C) and (D), property
substituted after the beginning of such three months' period for
property held as security at the time of such substitution shall,
to the extent of the fair value of the property released, have the
same status as the property released, and, to the extent that any
claim referred to in any of such paragraphs is created in renewal
of or in substitution for or for the purpose of repaying or
refunding any pre-existing claim of the Trustee as such creditor,
such claim shall have the same status as such pre-existing claim.
If the Trustee shall be required to account, the funds and
property held in such special account and the proceeds thereof
shall be apportioned between the Trustee, the Securityholders and
the holders of other indenture securities in such manner that the
Trustee, the Securityholders and the holders of other indenture
securities realize, as a result of payments from such special
account and payments of dividends on claims filed against the
Corporation in bankruptcy or receivership or in a case for
reorganization pursuant to the Federal Bankruptcy Code or
applicable State law, the same percentage of their respective
claims, figured before crediting to the claim of the Trustee
anything on account of the receipt by it from the Corporation of
the funds and property in such special account and before
crediting to the respective claims of the Trustee, the
Securityholders and the holders of other indenture securities
dividends on claims filed against the Corporation in bankruptcy or
receivership or in a case for reorganization pursuant to the
Federal Bankruptcy Code or applicable State law, but after
crediting thereon receipts on account of the indebtedness
represented by their respective claims from all sources other than
from such dividends and from the funds and property so held in
such special account. As used in this paragraph, with respect to
any claim, the term "dividends" shall include any distribution
with respect to such claim, in bankruptcy or receivership or in a
case for reorganization pursuant to the Federal Bankruptcy Code or
applicable State law, whether such distribution is made in cash,
securities, or other property, but shall not include any such
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distribution with respect to the secured portion, if any, of such
claim. The court in which such bankruptcy, receivership or a
case for reorganization is pending shall have jurisdiction (i) to
apportion between the Trustee, the Securityholders and the
holders of other indenture securities, in accordance with the
provisions of this paragraph, the funds and property held in such
special account and the proceeds thereof, or (ii) in lieu of such
apportionment, in whole or in part, to give to the provisions of
this paragraph due consideration in determining the fairness of
the distributions to be made to the Trustee, the Securityholders
and the holders of other indenture securities with respect to
their respective claims, in which event it shall not be necessary
to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such
claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or
otherwise to apply the provisions of this paragraph as a
mathematical formula.
Any Trustee who has resigned or been removed after the
beginning of such three months' period shall be subject to the
provisions of this subsection (a) as though such resignation or
removal had not occurred. If any Trustee has resigned or been
removed prior to the beginning of such three months' period, it
shall be subject to the provisions of this subsection (a) if and
only if the following conditions exist:
(i) the receipt of property or reduction of claim
which would have given rise to the obligation to account, if
such Trustee had continued as trustee, occurred after the
beginning of such three months' period; and
(ii) such receipt of property or reduction of claim
occurred within three months after such resignation or
removal.
(b) There shall be excluded from the operation of
subsection (a) of this Section a creditor relationship arising
from
(1) the ownership or acquisition of securities issued
under any indenture, or any security or securities having a
maturity of one year or more at the time of acquisition by
the Trustee;
(2) advances authorized by a receivership or
bankruptcy court of competent jurisdiction, or by this
Indenture, for the purpose of preserving any property other
than cash which shall at any time be subject to the lien, if
any, of this Indenture or of discharging tax liens or other
prior liens or encumbrances thereon, if notice of such
advance and of the circumstances surrounding the making
thereof is given to the Securityholders at the time and in
the manner provided in this Indenture;
(3) disbursements made in the ordinary course of
business in the capacity of trustee under an indenture,
transfer agent, registrar, custodian, paying agent,
subscription agent, fiscal agent or depositary, or other
similar capacity;
(4) an indebtedness created as a result of services
rendered or premises rented; or an indebtedness created as a
result of goods or securities sold in a cash transaction as
defined in subsection (c) of this Section;
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(5) the ownership of stock or of other securities of a
corporation organized under the provisions of Section 25(a)
of the Federal Reserve Act, as amended, which is directly or
indirectly a creditor of the Corporation; or
(6) the acquisition, ownership, acceptance or
negotiation of any drafts, bills of exchange, acceptances or
obligations which fall within the classification of self-
liquidating paper as defined in subsection (c) of this
Section.
(c) As used in this Section:
(1) The term "default" shall mean any failure to make
payment in full of the principal of or interest upon any of
the Securities or upon the other indenture securities when
and as such principal or interest becomes due and payable.
(2) The term "other indenture securities" shall mean
securities upon which the Corporation is an obligor (as
defined in the Trust Indenture Act of 1939) outstanding
under any other indenture (A) under which the Trustee is
also trustee, (B) which contains provisions substantially
similar to the provisions of subsection (a) of this Section,
and (C) under which a default exists at the time of the
apportionment of the funds and property held in said special
account.
(3) The term "cash transaction" shall mean any
transaction in which full payment for goods or securities
sold is made within seven days after delivery of the goods
or securities in currency or in checks or other orders drawn
upon banks or bankers and payable upon demand.
(4) The term "self-liquidating paper" shall mean any
draft, bill of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the Corporation for
the purpose of financing the purchase, processing,
manufacture, shipment, storage or sale of goods, wares or
merchandise and which is secured by documents evidencing
title to, possession of, or a lien upon, the goods, wares or
merchandise or the receivables or proceeds arising from the
sale of the goods, wares or merchandise previously
constituting the security, provided the security is received
by the Trustee simultaneously with the creation of the
creditor relationship with the Corporation arising from the
making, drawing, negotiating or incurring of the draft, bill
of exchange, acceptance or obligation.
(5) The term "Corporation" shall mean any obligor upon
any of the Securities.
ARTICLE EIGHT.
Concerning the Securityholders
SECTION 8.01. Whenever in this Indenture it is provided
that the holders of a majority or specified percentage in
aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver
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or the taking of any other action) the fact that at the time of
taking any such action the holders of such majority or specified
percentage of that series have joined therein may be evidenced by
any instrument or any number of instruments of similar tenor
executed by such holders of Securities of that series in person or
by agent or proxy appointed in writing.
If the Corporation shall solicit from the Securityholders of
any series any request, demand, authorization, direction, notice,
consent, waiver or other action, the Corporation may, at its
option, as evidenced by an Officers' Certificate, fix in advance a
record date for such series for the determination of
Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action,
but the Corporation shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other action may be given
before or after the record date, but only the Securityholders of
record at the close of business on the record date shall be deemed
to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding
Securities of that series have authorized or agreed or consented
to such request, demand, authorization, direction, notice,
consent, waiver or other action, and for that purpose the
outstanding Securities of that series shall be computed as of the
record date; provided that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed
effective unless it shall become effective pursuant to the
provisions of this Indenture not later than six months after the
record date.
SECTION 8.02. Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such
proof will not require notarization) or his agent or proxy and
proof of the holding by any person of any of the Securities shall
be sufficient if made in the following manner:
The fact and date of the execution by any such person of any
instrument may be proved in any reasonable manner acceptable to
the Trustee.
The ownership of Securities shall be proved by the Security
register of such Securities or by a certificate of the Security
registrar thereof.
The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.
SECTION 8.03. Prior to the due presentment for registration
of transfer of any Security, the Corporation, the Trustee, any
paying agent and any Security registrar may deem and treat the
person in whose name such Security shall be registered upon the
books of the Corporation as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding
any notice of ownership or writing thereon made by anyone other
than the Security registrar) for the purpose of receiving payment
of or on account of the principal of, premium, if any, and
(subject to Section 2.03) interest on such Security and for all
other purposes; and neither the Corporation nor the Trustee nor
any paying agent nor any Security registrar shall be affected by
any notice to the contrary.
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SECTION 8.04. In determining whether the holders of the
requisite aggregate principal amount of Securities of a
particular series have concurred in any direction, consent or
waiver under this Indenture, Securities of that series which are
owned by the Corporation or any other obligor on the Securities
of that series or by any person directly or indirectly
controlling or controlled by or under common control with the
Corporation or any other obligor on the Securities of that series
shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of
determining whether the Trustee shall be protected in relying on
any such direction, consent or waiver only Securities of such
series which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good
faith may be regarded as outstanding for the purposes of this
Section, if the pledgee shall establish to the satisfaction of
the Trustee the pledgee's right to vote such Securities and that
the pledgee is not a person directly or indirectly controlling or
controlled by or under direct or indirect common control with the
Corporation or any such other obligor. In case of a dispute as
to such right, any decision by the Trustee taken upon the advice
of counsel shall be full protection to the Trustee.
SECTION 8.05. At any time prior to (but not after) the
evidencing to the Trustee, as provided in Section 8.01, of the
taking of any action by the holders of the majority or percentage
in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such
action, any holder of a Security of that series which is shown by
the evidence to be included in the Securities the holders of
which have consented to such action may, by filing written notice
with the Trustee, and upon proof of holding as provided in
Section 8.02, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the
holder of any Security shall be conclusive and binding upon such
holder and upon all future holders and owners of such Security,
and of any Security issued in exchange therefor or in place
thereof, irrespective of whether or not any notation in regard
thereto is made upon such Security. Any action taken by the
holders of the majority or percentage in aggregate principal
amount of the Securities of a particular series specified in this
Indenture in connection with such action shall be conclusively
binding upon the Corporation, the Trustee and the holders of all
the Securities of that series.
SECTION 8.06 Whenever this Indenture provides for (i) any
action by, or the determination of any of the rights of, holders
of Securities of any series in which not all of such Securities
are denominated in the same coin or currency, or (ii) any
distribution to holders of Securities, in the absence of any
provision to the contrary in this Indenture, the form of Security
of any particular series or the Board Resolution and accompanying
Officers' Certificate establishing such series, any amount in
respect of any Security denominated in a coin or currency other
than Dollars shall be computed for any such action or
distribution by converting such coin or currency into Dollars
based upon the rate of exchange in effect at the office of (a) a
major financial institution chosen by the Trustee or (b) the
Trustee in New York, New York, in each case as of the record date
of such series (if any) for such action, determination of rights
or distribution (or, if there shall be no applicable record date,
such other date reasonably proximate to the date of such action,
determination of rights or distribution), as the Corporation may
specify in a written notice to the Trustee or, in the absence of
such written notice, as the Trustee may determine.
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ARTICLE NINE.
Supplemental Indentures.
SECTION 9.01. In addition to any supplemental indenture
otherwise authorized by this Indenture the Corporation, when
authorized by a Board Resolution, and the Trustee may from time
to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act of 1939 as then in effect), without the
consent of the Securityholders, for one or more of the following
purposes:
(a) to evidence the succession of another corporation
to the Corporation, and the assumption by any such successor
of the covenants of the Corporation contained herein or
otherwise established with respect to the Securities; or
(b) to add to the covenants of the Corporation such
further covenants, restrictions, conditions or provisions
for the protection of the holders of the Securities of all
or any series as the Board of Directors of the Corporation
and the Trustee shall consider to be for the protection of
the holders of Securities of all or any series, and to make
the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions,
conditions or provisions a default or an Event of Default
with respect to such series permitting the enforcement of
all or any of the several remedies provided in this
Indenture as herein set forth; provided, however, that in
respect of any such additional covenant, restriction,
condition or provision such supplemental indenture may
provide for a particular period of grace after default
(which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies
available to the Trustee upon such default or may limit the
right of the holders of a majority in aggregate principal
amount of the Securities of such series to waive such
default; or
(c) to cure any ambiguity or to correct or supplement
any provision contained herein or in any supplemental
indenture which may be defective or inconsistent with any
other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to
matters or questions arising under this Indenture as shall
not be inconsistent with the provisions of this Indenture
and shall not adversely affect the interests of the holders
of the Securities of any series; or
(d) to change or eliminate any of the provisions of
this Indenture, provided that any such change or elimination
shall become effective only when there is no Security
outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit
of such provision.
The Trustee is hereby authorized to join with the
Corporation in the execution of any such supplemental indenture,
and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.
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Any supplemental indenture authorized by the provisions of
this Section may be executed by the Corporation and the Trustee
without the consent of the holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of
Section 9.02.
SECTION 9.02. With the consent (evidenced as provided in
Section 8.01) of the holders of not less than a majority in
aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time
outstanding, the Corporation, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of
1939 as then in effect) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions
of this Indenture or of such supplemental indenture or of
modifying in any manner the rights of the holders of the
Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall (i) extend the
fixed maturity of any Securities of any series, or reduce the
principal amount thereof, or reduce the rate or extend the time
of payment of interest thereon, or reduce any premium payable
upon the redemption thereof, without the consent of the holder of
each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the holders of which are required to
consent to any such supplemental indenture, without the consent
of the holders of each Security then outstanding and affected
thereby.
Upon the request of the Corporation, accompanied by a Board
Resolution authorizing the execution of any such supplemental
indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders required to consent thereto as
aforesaid, the Trustee shall join with the Corporation in the
execution of such supplemental indenture unless such supplemental
indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may
in its discretion but shall not be obligated to enter into such
supplemental indenture.
It shall not be necessary for the consent of the
Securityholders of any series affected thereby under this Section
to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall
approve the substance thereof.
Promptly after the execution by the Corporation and the
Trustee of any supplemental indenture pursuant to the provisions
of this Section, the Trustee shall transmit by mail, first class
postage prepaid, a notice, setting forth in general terms the
substance of such supplemental indenture, to the Securityholders
of all series affected thereby as their names and addresses
appear upon the Security register. Any failure of the Trustee to
mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental
indenture.
SECTION 9.03. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article or of
Section 10.01, this Indenture shall, with respect to such series,
be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the
Trustee, the Corporation and the holders of Securities of the
series affected thereby shall thereafter be determined, exercised
and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of
any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all
purposes.
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SECTION 9.04. Securities of any series, affected by a
supplemental indenture, authenticated and delivered after the
execution of such supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, may bear a
notation in form approved by the Trustee, provided such form
meets the requirements of any exchange upon which such series may
be listed, as to any matter provided for in such supplemental
indenture. If the Corporation or the Trustee shall so determine,
new Securities of that series so modified as to conform, in the
opinion of the Trustee and the Board of Directors of the
Corporation, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the
Corporation, authenticated by the Trustee and delivered in
exchange for the Securities of that series then outstanding.
SECTION 9.05. The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to
this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under
the provisions of this Article to join in the execution thereof.
ARTICLE TEN.
Consolidation, Merger and Sale.
SECTION 10.01. Nothing contained in this Indenture or in any
of the Securities shall prevent any consolidation or merger of the
Corporation with or into any other corporation or corporations
(whether or not affiliated with the Corporation), or successive
consolidations or mergers in which the Corporation or its
successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or other disposition of the
property of the Corporation or its successor or successors as an
entirety, or
substantially as an entirety, to any other corporation (whether or
not affiliated with the Corporation or its successor or
successors) authorized to acquire and operate the same; provided,
however, and the Corporation hereby covenants and agrees that,
upon any such consolidation, merger, sale, conveyance, transfer or
other disposition, the due and punctual payment of the principal
of (premium, if any) and interest on all of the Securities of all
series in accordance with the terms of each series, according to
their tenor, and the due and punctual performance and observance
of all the covenants and conditions of this Indenture with respect
to each series to be kept or performed by the Corporation, shall
be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act of 1939 as
then in effect) satisfactory in form to the Trustee executed and
delivered to the Trustee by the corporation formed by such
consolidation, or into which the Corporation shall have been
merged, or by the corporation which shall have acquired such
property.
SECTION 10.02. In case of any such consolidation, merger,
sale, conveyance, transfer or other disposition and upon the
assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual payment of the
principal of, premium, if any, and interest on all of the
Securities of all series outstanding and the due and punctual
performance of
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all of the covenants and conditions of this Indenture or
established with respect to each series of the Securities
pursuant to Section 2.01 to be performed by the Corporation with
respect to each series, such successor
successor
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corporation shall succeed to and be substituted for the
Corporation, with the same effect as if it had been named herein
as the party of the first part. Such successor corporation
thereupon may cause to be signed, and may issue either in its own
name or in the name of the Corporation or any other predecessor
obligor on the Securities any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the
Corporation and delivered to the Trustee; and, upon the order of
such successor corporation, instead of the Corporation, and
subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall
deliver any Securities which previously shall have been signed
and delivered by the officers of the Corporation to the Trustee
for authentication, and any Securities which such successor
corporation thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Securities so issued shall
in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in
accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof.
In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition such changes in phraseology and
form (but not in substance) may be made in the Securities
thereafter to be issued as may be appropriate.
Nothing contained in this Indenture or in any of the
Securities shall prevent the Corporation from merging into itself
or acquiring by purchase or otherwise all or any part of the
property of any other corporation (whether or not affiliated with
the Corporation).
SECTION 10.03. The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance,
transfer or other disposition, and any such assumption, comply
with the provisions of this Article.
ARTICLE ELEVEN.
Satisfaction and Discharge of Indenture;
Unclaimed Moneys.
SECTION 11.01. If at any time: (a) the Corporation shall
have delivered to the Trustee for cancellation all Securities of
a series theretofore authenticated (other than any Securities
which shall have been destroyed, lost or stolen and which shall
have been replaced or paid as provided in Section 2.07) and
Securities for whose payment money or Governmental Obligations
has theretofore been deposited in trust or segregated and held in
trust by the Corporation (and thereupon repaid to the Corporation
or 2.07discharged from such trust, as provided in Section 11.05);
or (b) all such Securities of a particular series not theretofore
delivered to the Trustee for cancellation shall have become due
and payable, or are by their terms to become due and payable
within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the
giving of notice of redemption, and the Corporation shall deposit
or cause to be deposited with the Trustee as trust funds the
entire amount in moneys or Governmental Obligations sufficient;
or (c) a combination thereof, sufficient, without reinvestment,
in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof
delivered to the Trustee, to pay at maturity or upon redemption
all Securities of that series not theretofore delivered to the
Trustee for cancellation, including principal (and premium, if
any) and
interest due or to become due to
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such date of maturity or date fixed for redemption, as the case
may be, and if the Corporation shall also pay or cause to be paid
all other sums payable hereunder with respect to such series by
the Corporation, then this Indenture shall thereupon cease to be
of further effect with respect to such series except for the
provisions of Sections 2.05, 2.07, 4.02 and 7.10, which shall
survive until the date of maturity or redemption date, as the
case may be, and Sections 7.06 and 11.05 which shall survive to
such date and thereafter, and the Trustee, on demand of the
Corporation and at the cost and expense of the Corporation, shall
execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to such series.
SECTION 11.02 If at any time all such Securities of a
particular series not heretofore delivered to the Trustee for
cancellation or which have not become due and payable as
described in Section 11.01 shall have been paid by the
Corporation by depositing irrevocably with the Trustee as trust
funds moneys or an amount of Governmental Obligations sufficient
to pay at maturity or upon redemption all Securities of that
series not theretofore delivered to the Trustee for cancellation,
including principal (and premium, if any) and interest due or to
become due to such date of maturity or date fixed for redemption,
as the case may be, and if the Corporation shall also pay or
cause to be paid all other sums payable hereunder by the
Corporation with respect to such series, then after the date such
moneys or Governmental Obligations, as the case may be, are
deposited with the Trustee the obligations of the Corporation
under this Indenture with respect to such series shall cease to
be of further effect except for the provisions of Sections 2.05,
2.07, 4.02, 7.06, 7.10 and 11.05 hereof which shall survive until
such Securities shall mature and be paid. Thereafter, Sections
7.06 and 11.05 shall survive.
SECTION 11.03. All moneys or Governmental Obligations
deposited with the Trustee pursuant to Sections 11.01 or 11.02
shall be held in trust and shall be available for payment as due,
either directly or through any paying agent (including the
Corporation acting as its own paying agent), to the holders of
the particular series of Securities for the payment or redemption
of which such moneys or Governmental Obligations have been
deposited with the Trustee.
SECTION 11.04. In connection with the satisfaction and
discharge of this Indenture all moneys or Governmental
Obligations then held by any paying agent under the provisions of
this Indenture shall, upon demand of the Corporation, be paid to
the Trustee and thereupon such paying agent shall be released
from all further liability with respect to such moneys or
Governmental Obligations.
SECTION 11.05. Any moneys or Governmental Obligations
deposited with any paying agent or the Trustee for payment of
principal of or premium or interest on the Securities of a
particular series that are not applied but remain unclaimed by
the holders of such Securities for at least two years after the
date upon which the principal of (and premium, if any) or
interest on such Securities shall have respectively become due
and payable, shall be repaid to the Corporation on May 31 of each
year; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such moneys
or Governmental Obligations, and the holder of any of the
Securities entitled to receive such payment shall thereafter look
only to the Corporation for the payment thereof.
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ARTICLE TWELVE.
Immunity of Incorporators, Stockholders, Officers
and Directors.
SECTION 12.01. No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or
for any claim based thereon or otherwise in respect thereof,
shall be had against any incorporator, stockholder, officer or
director, past, present or future as such, of the Corporation or
of any predecessor or successor corporation, either directly or
through the Corporation or any such predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that this Indenture
and the obligations issued hereunder are solely corporate
obligations, and that no such personal liability whatever shall
attach to, or is or shall be incurred by, the incorporators,
stockholders, officers or directors as such, of the Corporation
or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities or
implied therefrom; and that any and all such personal liability
of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and
claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness
hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Securities.
ARTICLE THIRTEEN.
Sundry Provisions.
SECTION 13.01. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the
Corporation shall bind its successors and assigns, whether so
expressed or not.
SECTION 13.02. Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by
any board, committee or officer of the Corporation shall and may
be done and performed with like force and effect by the
corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the
Corporation.
SECTION 13.03. The Corporation by instrument in writing
executed by authority of two-thirds of its Board of Directors and
delivered to the Trustee may surrender any of the powers reserved
to the Corporation and thereupon such power so surrendered shall
terminate both as to the Corporation and as to any successor
corporation.
SECTION 13.04. Except as otherwise expressly provided
herein any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the
Trustee or by the holders of Securities to or on the Corporation
may be given or served by being deposited postage prepaid in a
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post-office letterbox addressed (until another address is filed
in writing by the Corporation with the Trustee), as follows: GTE
Corporation, One Stamford Forum, Stamford, Connecticut 06904,
Attention: Secretary. Any notice, election, request or demand by
the Corporation or any Securityholder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust
Office of the Trustee.
SECTION 13.05. This Indenture and each Security shall be
deemed to be a contract made under the laws of the State of New
York, and for all purposes shall be construed in accordance with
the laws of said State.
SECTION 13.06. Upon any application or demand by the
Corporation to the Trustee to take any action under any of the
provisions of this Indenture, the Corporation shall furnish to
the Trustee an Officers' Certificate stating that all conditions
precedent required of the Corporation provided for in this
Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular
application or demand, no additional certificate or opinion need
be furnished.
Each certificate or opinion provided for in this Indenture
and delivered to the Trustee with respect to compliance with a
condition or covenant in this Indenture (other than the
Certificate provided pursuant to Section 5.03(d) of this
Indenture) shall include (1) a statement that the person making
such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based; (3)
a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to
express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to
whether or not, in the opinion of such person, such condition or
covenant has been complied with.
-56-
SECTION 13.07. In any case where the date of maturity of
interest or principal of any Security or the date of redemption
of any Security shall not be a business day then payment of
interest or principal (and premium, if any) may be made on the
next succeeding business day with the same force and effect as if
made on the nominal date of maturity or redemption, and no
interest shall accrue for the period after such nominal date.
SECTION 13.08. If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 to 317, inclusive, of the Trust Indenture
Act of 1939, as amended, such imposed duties shall control.
SECTION 13.09. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
SECTION 13.10. In case any one or more of the provisions
contained in this Indenture or in the Securities of any series
shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or
therein.
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THE BANK OF NEW YORK hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions
hereinabove set forth.
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and the Corporation's corporate
seal to be hereunto affixed and attested, all as of the day and
year first above written.
GTE CORPORATION
By
CORPORATE SEAL
Attest:
By
THE BANK OF NEW YORK
as Trustee
By
CORPORATE SEAL
Attest:
By
-58-
STATE OF CONNECTICUT)
ss:
COUNTY OF FAIRFIELD )
On the day of , in the year one thousand nine
hundred ninety-five, before me personally came to me
known, who, being by me duly sworn, did depose and say that he
resides at; that he is of GTE CORPORATION, one
of the corporations described in and which executed the above
instrument; that he knows the corporate seal of said corporation;
that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of
Directors of said corporation; and that he signed his name
thereto by like authority.
NOTARY PUBLIC
My Commission Expires
NOTARIAL SEAL
STATE OF NEW YORK )
ss:
COUNTY OF NEW YORK )
On the day of , in the year one thousand nine
hundred ninety-five, before me personally came , to me
known, who, being by me duly sworn, did depose and say that he
resides at that he is an of THE BANK
OF NEW YORK, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal
of said corporation; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his
name thereto by like authority.
NOTARY PUBLIC
My Commission Expires
NOTARIAL SEAL
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P:S-3:114
_________________________________________________________________
____________
GTE CORPORATION
AND
THE BANK OF NEW YORK,
as Trustee
_____________
SUPPLEMENTAL INDENTURE
Dated as of , 199
TO
INDENTURE
Dated as of October 1, 1995
_____________
% Due
_________________________________________________________________
____________
SUPPLEMENTAL INDENTURE, dated as of the day of ,
199 , between GTE CORPORATION, a corporation duly organized and
existing under the laws of the State of New York (hereinafter
sometimes referred to as the "Corporation"), and THE BANK OF NEW
YORK, a corporation duly organized and existing under the laws of
the State of New York (hereinafter sometimes referred to as the
"Trustee"), as Trustee under the Indenture dated as of October 1,
1995 between the Corporation and the Trustee, as supplemented by
a Supplemental Indenture dated as of , 199
(hereinafter collectively referred to as the "Indenture").
WHEREAS, the Corporation executed and delivered the
Indenture to the Trustee to provide for the future issuance of
its securities (the "Securities") in an unlimited amount, said
Securities to be issued from time to time in series as might be
determined by the Corporation under the Indenture, and
WHEREAS, pursuant to the terms of the Indenture, the
Corporation desires to provide for the establishment of a new
series of its Securities to be known as its % Due
(said series being hereinafter referred to as the " "),
the form and substance of such and the terms,
provisions and conditions thereof to be as set forth and provided
in the Indenture as supplemented hereby; and
WHEREAS, the Corporation desires and has requested the
Trustee to join with it in the execution and delivery of this
Supplemental Indenture, and all requirements necessary to make
this Supplemental Indenture a valid instrument, in
accordance with its terms, and to make the , when
executed by the Corporation and authenticated and delivered by
the Trustee, the valid obligations of the Corporation have been
performed and fulfilled, and the execution and delivery hereof
have been in all respects duly authorized:
NOW, THEREFORE, in consideration of the purchase and
acceptance of the by the holders thereof, and for the purpose of
setting forth, as provided in the Indenture, the form and
substance of the and the terms, provisions and
conditions thereof, the Corporation covenants and agrees with the
Trustee as follows:
ARTICLE ONE.
Terms And Conditions Of
% Due
SECTION l.0l. There shall be and is hereby authorized a
series of Securities designated % Due , limited
to the aggregate principal amount of $ ,000,000 (subject to
Section 2.07 of the Indenture),*** said Securities being sometimes
herein referred to as the . The shall mature on
, and shall be issued in the form of registered
without coupons. (The shall be in
denominations of
_________________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
$l,000 or any multiples thereof.)* (The shall
be issued in the form of a Global Security denominated in an
amount equal to the aggregate principal amount of the
. The Depository for the
shall be .)** The shall bear
interest until the principal thereof becomes due and payable at
the rate of % per annum, payable semi-annually on
and in each year, and any overdue principal and premium,
if any, and (to the extent that the payment of such interest is
enforceable under applicable law) any overdue installment of
interest thereon shall bear interest at the same rate per annum;
the principal of, the premium, if any, and the interest on said
shall be payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts, at the office or agency of
the Corporation in the Borough of Manhattan, The City and State
of New York.
The regular record date with respect to any Interest Payment
Date for the shall mean the or , as the
case may be, next preceding such Interest Payment Date, whether
or not such or is a business day.
In the event that any is called for redemption and
the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest
Payment Date, interest on such will be paid upon
presentation and surrender of such as provided in
Section 3.03 of the Indenture.
The Corporation may redeem (subject to the provisions of
Article Three of the Indenture) the issued hereunder on
and after , and before maturity, as a whole or from
time to time in part, at its option, at 100% of the principal
amount to be redeemed, together with accrued interest to the date
fixed for redemption.
The and the Trustee's Certificate to be endorsed
thereon are to be substantially in the following forms:
(FORM OF FACE OF )
(Except as otherwise provided in Section 2.11 of the Indenture,
this Global Security may be transferred, in whole but not in
part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.)**
_______________
*Insert the language that is in parentheses only if a Global
Security is not used and the issue is denominated in U.S.
dollars.
**Insert the language that is in parentheses if a Global
Security is used.
-2-
No. $
GTE CORPORATION
% DUE
GTE CORPORATION, a corporation duly organized and existing
under the laws of the State of New York (herein referred to as
the "Corporation"), for value received, hereby promises to pay to
or registered assigns, the principal sum of
Dollars *** on
, , and to pay interest on said principal sum from
, or from the most recent interest payment date to which
interest has been paid or duly provided for, semi-annually on
and in each year at the rate of % per annum until
the principal hereof shall have become due and payable, and on
any overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per
annum. The interest installment so payable, and punctually paid
or duly provided for, on any interest payment date will, as
provided in the Indenture hereinafter referred to, be paid to the
person in whose name this (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest
installment, which shall be the or , as the case
may be (whether or not a business day), next preceding such
interest payment date. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be
payable to the registered holder on such regular record date, and
may be paid to the person in whose name this (or one or
more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be
given to the registered holders of this series of not less
than 10 days prior to such special record date, or may be paid at
any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the may
be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture hereinafter
referred to. The principal of and premium, if any, and the
interest on this shall be payable at the office or agency
of the Corporation maintained for that purpose in the Borough of
Manhattan, The City of New York, in any coin or currency of the
United States of America which at the time of payment is
legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of
the Corporation by check mailed to the registered holder at such
address as shall appear in the register.
This shall not be entitled to any benefit under
the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of
the Trustee.
______________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
-3-
The provisions of this are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
Instrument to be executed.
Dated _______________________
GTE CORPORATION
By
Chairman
Attest:
____________________________
Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the _________ of the series of Securities
described in the within-mentioned Indenture.
The Bank of New York
as Trustee
By
Authorized Officer
-4-
P:S-3:119
(FORM OF REVERSE OF )
This is one of a duly authorized series of
Securities of the Corporation (herein sometimes referred to as
the "Securities"), all issued or to be issued in one or more
series under and pursuant to an Indenture dated as of October 1,
1995, duly executed and delivered between the Corporation and The
Bank of New York, a corporation duly organized and existing under
the laws of the State of New York, Trustee (herein referred to as
the "Trustee"), as supplemented by Supplemental Indenture dated
as of , (said Indenture as so supplemented being
hereinafter referred to as the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the
Corporation and the holders of the Securities. By the terms of
the Indenture, the Securities are issuable in series which may
vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided. This series of
is limited in aggregate principal amount to $___,000,000 (or the
equivalent thereof in the case of foreign currencies or currency
equivalents).
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of
the may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Corporation
and the Trustee, with the consent of the holders of not less than
a majority in aggregate principal amount of the Securities of
each series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities
of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Securities the holders of
which are required to consent to any such supplemental indenture,
without the consent of the holders of each Security then
outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of Securities of such
series, to waive any past default in the performance of any of
the covenants contained in the Indenture, or established pursuant
to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal
of, or premium, if any, or interest on any of the Securities of
such series. Any such consent or waiver by the registered holder
of this (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all
future holders and owners of this and of any
issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether
or not any notation of such consent or waiver is made upon this
.
-5-
No reference herein to the Indenture and no provision of
this or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this at the time and place and at the rate
and in the money herein prescribed.
The are issuable as registered without
coupons. (The shall be in denominations of $l,000
or any multiple of $l,000.)* (The are issuable in
the form of a Global Security denominated in an amount equal to
the aggregate principal amount of the
. Subject to Section 2.11 of the Indenture,)**
may be exchanged, upon presentation thereof for the purpose, at
the office or agency of the Corporation in the Borough of
Manhattan, The City of New York, for other of
authorized denominations, and for a like aggregate principal
amount and series, and upon payment of a sum sufficient to cover
any tax or other governmental charges in relation thereto. (If
at any time the Depository for the notifies the
Corporation that it is unwilling or unable to continue as
Depository for the or if at any time the Depository
for the shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended,
or other applicable statute or regulation and a successor
Depository for the is not appointed by the
Corporation within 90 days after the Corporation receives such
notice or becomes aware of such condition, as the case may be,
Section 2.11 of the Indenture shall no longer be applicable to
the and the Corporation will execute, and the Trustee
will authenticate and deliver, in definitive
registered form without coupons, in authorized denominations, and
in an aggregate principal amount equal to the principle amount of
the Global Security representing such , in exchange for
such Global Security. In addition, the Corporation may at any
time determine that the shall no longer be
represented by a Global Security and that the provisions of
Section 2.ll of the Indenture shall no longer apply to the
. In such event the Corporation will execute, and the Trustee,
upon receipt of an Officers' Certificate evidencing such
determination by the Corporation, will authenticate and deliver,
in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security, representing such
, in exchange for such Global Security. Upon the
exchange of the Global Security for the in definitive
registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such
in definitive registered form issued in exchange for the Global
Security pursuant to Section 2.11(c) of the Indenture shall be
registered in such names and in such authorized denominations as
the Depository, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such to the persons in whose
names such are so registered, or to the Depository
for delivery to such persons.)**
______________
* Insert the language that is in parentheses only if a Global
Security is not used and the issue is denominated in U.S.
dollars.
** Insert the language that is in parentheses if a Global
Security is used.
-6-
On and after , the may be redeemed,
on not less than 30 nor more than 60 days' prior notice given as
provided in the Indenture, as a whole or from time to time in
part, at the option of the Corporation as follows:
As provided in the Indenture and subject to certain
limitations therein set forth, this is transferable by
the registered holder hereof on the register of the
Corporation, upon surrender of this for registration of
transfer at the office or agency of the Corporation to be
maintained by the Corporation in the Borough of Manhattan, The
City of New York, accompanied by a written instrument or
instruments of transfer in form satisfactory to the Corporation
or the Trustee duly executed by the registered holder hereof or
his attorney duly authorized in writing, and thereupon one or
more new of authorized denominations and for the same
aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be
made for any such transfer, but the Corporation may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of
this , the Corporation, the Trustee, any paying agent
and any registrar may deem and treat the registered
holder hereof as the absolute owner hereof (whether or not this
shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the registrar)
for the purpose of receiving payment of or on account of the
principal hereof (and premium, if any) and interest due hereon
and for all other purposes, and neither the Corporation nor the
Trustee nor any paying agent nor any registrar shall be
affected by any notice to the contrary. (Notwithstanding the
foregoing, except as otherwise provided in Section 2.11 of the
Indenture, this may be transferred, in whole but not
in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor
Depository.)**
No recourse shall be had for the payment of the principal of
(or premium, if any) or the interest on this , or for
any claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as
such, of the Corporation or of any predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issuance hereof,
expressly waived and released.
_____________
** Insert the language that is in parentheses if a Global
Security is used.
-7-
ARTICLE TWO.
Sinking Fund.
(if applicable)
SECTION 2.01. On or before in the year and on
or before in each year thereafter to and including the year
(each such
being hereinafter referred to as a "Sinking Fund Payment Date"),
while any of the are outstanding, the Corporation
shall deposit with the Trustee, as and for a sinking fund, a
payment of $ .***
Such payments shall be made in cash or, in lieu of making
payment of all or any part thereof in cash, the Corporation at
its option may deliver to the Trustee then outstanding
hereunder, and the amount of cash which would otherwise be
required under this Section shall be reduced by the principal
amount of the so delivered.
The Corporation shall, at least one full business day before
each Sinking Fund Payment Date, also pay to the Trustee the
accrued interest due on to be redeemed on such Sinking Fund
Payment Date pursuant to Section 2.02 hereof.
On or before each Sinking Fund Payment Date, the Corporation
may deposit with the Trustee as and for an optional sinking fund,
an additional payment of up to $ .***
The Corporation's obligations under this Section are subject
to the provisions of Sections 2.02 and 2.03 hereof as to credits
which may be taken by the Corporation thereunder.
SECTION 2.02. Not less than forty-five (45) days prior to a
Sinking Fund Payment Date (unless a later date shall be
acceptable to the Trustee), the Chairman, the President or any
Vice President of the Corporation shall (i) notify the Trustee as
to the amount of the Sinking Fund Payment due for that year which
it will satisfy by delivery of , (ii) deliver such
to the Trustee, (iii) notify the Trustee as to the amount of
credit which it will take under Section 2.03 hereof with respect
to the Sinking Fund Payment due for that year and (iv) notify the
Trustee of any which are to be called in anticipation
of future Sinking Fund Payments. Any Sinking Fund Payments
(including the interest accrued and premium, if any, on
to be redeemed) received by the Trustee in cash shall be applied
by the Trustee to the redemption of on the Sinking
Fund Payment Date at the Sinking Fund Redemption Price specified
in the form of set forth herein, in the manner provided
in Article Three of the Indenture, subject to the following
provisions of this Section.
If all or any part of any such Sinking Fund Payment is to be
made in cash as aforesaid, the Trustee shall, at least 35 days
before the Sinking Fund
_____________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
-8-
Payment Date, select as provided in Section 3.02 of the
Indenture, and portions of to be called for
redemption on such date sufficient to exhaust as nearly as may be
the sinking fund moneys held by or payable to the Trustee under
Section 2.01 hereof by such date; but the Trustee shall not cause
any fraction of a $1,000 *** to be so called nor shall
the Trustee be obliged to make such selection or cause any
to be so called whenever it expects to have available for that
purpose less than $25,000 in which case the Trustee shall retain
the resulting balances and apply them with the next succeeding
Sinking Fund
Payment. The Trustee, at least 35 days before the applicable
Sinking Fund Redemption Date, shall give notice to the
Corporation accordingly, specifying the and portions
of to be redeemed, and the Corporation covenants
forthwith to give notice as provided in Section 3.02 of the
Indenture, and to take any other action required so to redeem
such on the applicable Sinking Fund Payment Date; or
the Trustee shall, at the request and at the expense and on
behalf of the Corporation, give such notice and take such action.
All redeemed by the application of money held in
the sinking fund or delivered by the Corporation to the Trustee
on account of any Sinking Fund Payment in lieu of cash shall,
unless already cancelled, be forthwith cancelled by the Trustee.
Money in the sinking fund shall be held by the Trustee
subject to the provisions of Section 7.05 of the Indenture as
security for all the unless and until particular
are selected for redemption, after which to the extent required
for redemption such moneys shall be held in trust for the
so selected.
SECTION 2.03. The Corporation may, in anticipation of its
future sinking fund obligations, call for redemption
on in the year and on in any year thereafter
at the Sinking Fund Redemption Price specified in the form of
set forth herein, in the manner provided in Article Three of the
Indenture, or, in lieu thereof, deliver to the Trustee before
(unless a later date shall be acceptable to the Trustee) in any
such year, then outstanding hereunder (together with
proper instruments of transfer satisfactory to the Trustee);
provided, however, that the aggregate principal amount of
redeemed for cash in any one year through sinking fund payments
under section 2.01 hereof shall not exceed $ ***. There
shall be no limit to the amount of future sinking fund
obligations under Section 2.01 hereof that may be satisfied with
The Corporation shall thereby obtain a credit of 100% of the
principal amount of the so redeemed or delivered,
which it may apply from time to time in any one or more years
against its future sinking fund obligations hereunder.
SECTION 2.04. Nothing in this Article Two shall be deemed
to limit the right of the Corporation (i) to call for
redemption at the applicable Regular Redemption Price as provided
in Section 1.01 hereof or (ii) to purchase or acquire
otherwise and to use so redeemed or so purchased or
acquired in lieu of cash in making or anticipating sinking fund
payments under Sections 2.01 and 2.03 hereof.
______________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
-9-
ARTICLE THREE.
Original Issue of .
SECTION 3.01. in the aggregate principal amount
of
$ ,000,000 may, upon the execution of this Supplemental
Indenture ***, or from time to time thereafter, be executed by
the Corporation and delivered to the Trustee for authentication,
and the Trustee shall thereupon authenticate and deliver said
to or upon the written order of the Corporation, signed by its
Chairman, its President, or any Vice President and its Treasurer
or an Assistant Treasurer, without any further action by the
Corporation.
ARTICLE FOUR.
Sundry Provisions.
SECTION 4.01. Except as otherwise expressly provided in
this Supplemental Indenture or in the form of or
otherwise clearly required by the context hereof or thereof, all
terms used herein or in said form of that are defined
in the Indenture shall have the several meanings respectively
assigned to them thereby.
SECTION 4.02. The Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and
therein provided.
SECTION 4.03. The recitals herein contained are made by the
Corporation and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this
Supplemental Indenture.
SECTION 4.04. This Supplemental Indenture may be
simultaneously executed in several counterparts and all said
counterparts, executed and delivered each as an original, shall
constitute but one and the same instrument.
_______________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
-10-
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, on the date
or dates indicated in the acknowledgments and as of the day and
year first above written.
GTE CORPORATION
By
Vice President
Attest:
Secretary
THE BANK OF NEW YORK,
as Trustee
By
Vice President
Attest:
Assistant Secretary
-11-
STATE OF CONNECTICUT )
COUNTY OF FAIRFIELD ) ss.:
On the day of , in the year one thousand nine
hundred ninety- , before me personally came to
me known, who, being by me duly sworn, did depose and say that he
resides at ; that he is Vice President of
GTE CORPORATION, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal
of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed
his name thereto by like authority.
NOTARY PUBLIC
My Commission Expires
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss.:
On the day of , in the year one thousand nine
hundred
ninety-_____, before me personally came to me
known, who, being by me duly sworn, did depose and say that he
resides at _______________; that he is of THE BANK OF
NEW YORK, one of the corporations described in and which executed
the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation and that he signed his name
thereto by like authority.
NOTARY PUBLIC
My Commission Expires
-12-
P:S-3:128
William P. Barr GTE Corporation
Senior Vice President One Stamford Forum
& General Counsel Stamford, CT 06904
203-965-2000
October 2, 1995
GTE Corporation
One Stamford Forum
Stamford, CT 06904
Gentlemen:
I have examined the Registration Statement of GTE Corporation
(the "Corporation") on Form S-3 under the Securities Act of 1933,
as amended, and accompanying Prospectus pertaining to the
issuance and sale of $1,500,000,000 aggregate principal amount of
Debt Securities (the "Securities"). I have also examined the
Corporation's Certificate of Incorporation, as amended, and such
corporate records and other documents as I have deemed necessary
to enable me to express the opinion set forth below.
In my opinion, when the Registration Statement shall have become
effective, and the Indenture substantially in the form of Exhibit
4.1 to the Registration Statement and any amendments thereto
shall have been qualified under the Trust Indenture Act of 1939,
as amended, and duly executed and delivered by the Corporation
and the Trustee, the Securities, upon their issuance and sale in
the manner contemplated in the Registration Statement and the
Indenture, will be legally and validly issued, and will be
binding obligations of the Corporation except to the extent that
enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws or equitable
principles relating to or limiting creditors' rights generally.
I hereby consent to the reference made to me under the caption
"Experts and Legal Opinions" in the Prospectus forming a part of
the Registration Statement and to the filing of this consent as
an exhibit to the Registration Statement.
Very truly yours,
William P. Barr
P:S-3:12930
FORM T-l
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF l939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
______________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S.
employer
if not a U.S. national bank)
identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip Code)
______________
GTE CORPORATION
(Exact name of obligor as specified in its charter)
New York 13-1678633
(State or other jurisdiction of (I.R.S.
employer
incorporation or organization)
identification no.)
One Stamford Forum
Stamford, Connecticut 06904
(Address of principal executive offices) (Zip Code)
______________
Debt Securities
(Title of the indenture securities)
GENERAL
l.General information. Furnish the following information as to
the Trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
_________________________________________________________________
_____________
Name
Address
_________________________________________________________________
_____________
Superintendent of Banks of the State of 2 Rector Street, New
York,
New York, NY, 10006, and Albany,
NY,
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New
York,
NY, 10045
Federal Deposit Insurance Corporation Washington, DC, 20429
New York Clearing House Association New York, New York
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each
such
affiliation.
None. (See Note on Page 3.)
l6. List of Exhibits:
Exhibits identified in parentheses below, on file with the
Commission, are incorporated herein by reference as an
exhibit hereto, pursuant to Rule 7a-29 under the Trust
Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
1. A copy of the Organization Certificate of The Bank of
New York (formerly Irving Trust Company) as now in effect,
which contains the authority to commence business and a
grant of powers to exercise corporate trust powers.
(Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672
and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-Laws of the Trustee.
(Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b)
of the Act.
(Exhibit 6 to Form T-1 filed with Registration
Statement No. 33-44051.)
7. A copy of the latest report of condition of the
Trustee published pursuant to law or the requirements of
its supervising or examining authority.
- 2 -
NOTE
Inasmuch as this Form T-1 is filed prior to the acertainment
by the Trustee of all facts on which to base a responsive answer
to Item 2, the answer to said Item is based on incomplete
information.
Item 2 may, however, be considered as correct unless amended
by an amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The
Bank of New York, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in The City of New York, and State
of New York, on the 28th day of September, 1995.
THE BANK OF NEW YORK
By: /S/ ROBERT F. MCINTYRE
Name: ROBERT F. MCINTYRE
Title: ASSISTANT VICE
PRESIDENT
P-S-3:135
- 3 -
Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, NY 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business
June 30, 1995, published in accordance with a call made by the
Federal Reserve Bank of this District pursuant to the provisions
of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $
3,025,419
Interest-bearing balances
881,413
Securities:
Held-to-maturity securities
1,242,368
Available-for-sale securities
1,774,079
Federal funds sold in domestic offices of the bank
5,503,445
Securities purchased under agreements to resell
200,634
Loans and lease financing receivables:
Loans and leases, net of unearned
income 26,599,533
Less: Allowance for loan and lease
losses 516,283
Loans and leases, net of unearned
income and allowance
26,083,250
Assets held in trading accounts
1,455,639
Premises and fixed assets (including
capitalized leases)
612,547
Other real estate owned
79,667
Investments in unconsolidated subsidiaries
and associated companies
198,737
Customers' liability to this bank on
acceptances outstanding
1,111,464
Intangible assets
105,263
Other assets
1,237,264
___________
Total Assets
$43,511,189
Exhibit 7
Page 2
LIABILITIES
Deposits:
In domestic offices
$19,233,885
Noninterest-bearing 7,677,954
Interest bearing 11,555,931
In foreign offices, Edge and
Agreement subsidiaries, and IBFs
12,641,676
Noninterest-bearing 72,479
Interest-bearing 12,569,197
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased
1,747,659
Securities sold under agreements
to repurchase
73,553
Demand notes issued to the U.S. Treasury
300,000
Trading liabilities
738,317
Other borrowed money:
With original maturity of one year or less
1,586,443
With original maturity of more than one year
220,877
Bank's liability on acceptances executed
and outstanding
1,113,102
Subordinated notes and debentures
1,053,860
Other liabilities
1,489,252
__________
Total liabilities
40,198,624
EQUITY CAPITAL
Common stock
942,284
Surplus
525,666
Undivided profits and capital reserves
1,849,221
Net unrealized holding gains (losses) on
available-for-sale securities (
662)
Cumulative foreign currency translation adjustments (
3,944)
__________
Total equity capital
3,312,565
Total liabilities, and equity capital
$43,511,189
I, Robert E. Keilman, Senior Vice President and Comptroller
of the above-named bank do hereby declare that this Report of
Condition has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System
and is true to the best of my knowledge and belief.
Robert E. Keilman
Exhibit 7
Page 3
We, the undersigned directors, attest to the correctness of
this Report of Condition and declare that it has been examined by
us and to the best of our knowledge and belief has been prepared
in conformance with the instructions issued by the Board of
Governors of the Federal Reserve System and is true and correct.
J. Carter Bacot )
)
Thomas A. Renyi ) Directors
)
Samuel F. Chevalier )
P:S-3:137
GTE CORPORATION
Invitation For Bids For the Purchase of
$_________ _____% , Series _, Due ____
GTE CORPORATION (the "Corporation") is inviting bids,
subject to the terms and conditions stated herein, for the
purchase from it of $_________ aggregate principal amount of its
____% , Series _, Due ____ (the "Securities").
1. Information Respecting the Company and the Securities.
Prospective bidders may examine, at the office of GTE
Service Corporation, 10th Floor, One Stamford Forum, Stamford,
Connecticut 06904 (Telephone (203) 965-2986), on any business day
between 10:00 A.M. and 4:00 P.M., the following:
(a) the Registration Statement on Form S-3 (including the
Prospectus, documents incorporated by reference and exhibits),
with respect to the Securities;
(b) the Certificate of Incorporation of the Corporation, as
amended;
(c) a copy of the Indenture dated as of October 1, 1995
(herein called the "Indenture") under which the Securities are to
be issued, as supplemented by a Supplemental Indenture dated
_____, 199_ (the "Supplemental Indenture", together with the
resolution of the Board of Directors or a special committee
thereof of the Company specifically authorizing the issuance of
the Securities;
(d) the form of Purchase Agreement (including the Standard
Purchase Agreement Provisions (October 1995 Edition)) to be used
in submitting bids for the purchase of the Securities;
(e) the form of questionnaire to be provided by prospective
bidders; and
(f) memoranda prepared by counsel to the Corporation with
respect to the status of the Securities under securities or blue
sky laws of certain jurisdictions.
Copies of said documents in reasonable quantities (except
the Certificate of Incorporation of the Corporation, the
Indenture, the Supplemental Indenture, and other exhibits to the
Registration Statement) will be supplied upon request, so long as
available, to prospective bidders.
The Corporation reserves the right to amend the Registration
Statement (including exhibits thereto) and Prospectus and to
supplement the Prospectus in such manner as shall not be
unsatisfactory to Messrs. Milbank, Tweed, Hadley & McCloy. The
Corporation will make copies of any such amendments or
supplements available for examination at the above offices in
Stamford.
2. Information Respecting the Bidders to be Furnished to the
Corporation.
In the case of a bid by a group of bidders, the several
bidders in the group shall act through a duly authorized
representative or representatives (the "Representative"), who may
be included in such group, and who shall be designated and
authorized as such in the questionnaires filed by members of such
group.
-2-
No bid will be considered unless the bidder, or in the case
of a group of bidders, each member of the group, shall have
furnished to the Corporation, and the Corporation shall have
received, two signed copies of the form of questionnaire referred
to above, properly filled out (the Corporation reserving,
however, the right to waive the form of the questionnaire or any
irregularity which it deems to be immaterial in any such
questionnaire and to extend either generally or in specific
instances the time for furnishing questionnaires, and
specifically reserving the right to obtain all required bidder
information by telegraph or other means of communication). Such
copies shall be furnished to the Company at the office of GTE
Service Corporation, 10th Floor, One Stamford Forum, Stamford, CT
06904, Attention: David S. Kauffman, Esq., before 5:00 P.M., New
York City time on _________, 199_ (or on such later date as may
be determined pursuant to Section 4 hereof). Notwithstanding the
furnishing of such questionnaires to the Corporation, any
prospective bidder or group of prospective bidders thereafter may
determine, without liability to the Corporation, not to bid, or
any of the several members of a group may withdraw therefrom and
additional members may be added thereto if a questionnaire
properly filled out and signed by each additional member is filed
at or before the time of submission of the bid of such group.
Without the consent of the Corporation not more than three
additional members may be so included in such group after the
time or any extended time for filing questionnaires shall have
expired.
3. Form and Contents of Bids.
Each bid shall be for the purchase of all of the Securities.
Each bid may be made by a single bidder or by a group of
bidders. In case the bid of a group of bidders is accepted, the
obligations of the members of the group to purchase the
respective principal amounts of Securities indicated in the bid
shall be several and not joint. Such bidders shall act through a
duly authorized Representative who may be included in the group
and said Representative shall be empowered to bind the bidders in
the group. No bidder may submit or participate in more than one
bid.
4. Submission of Bids and Delivery of Confirmation of Bids.
All bids must be submitted by telephone and confirmed in
writing in the manner set forth in Exhibit A, Confirmation of
Bid, attached, signed by the Representative on behalf of the
members of a group of bidders, or in the case of a single bidder,
by such bidder. Each bid must specify: (a) the interest rate,
which shall be a multiple of 1/8 of 1%; and (b) the price to be
paid to the Corporation for the Securities, which shall be
expressed as a percentage of the principal amount of the
Securities and shall not be less than 98% thereof nor more than
101% thereof. The Confirmation of Bid shall specify the same
interest rate and price specified in the telephonic bid.
The Corporation reserves the right in its discretion from
time to time to postpone the time and the date for submission of
bids for an aggregate period of not exceeding thirty days, and
will give notice of any such postponement to each prospective
bidder, or the Representative of each group of prospective
bidders, who have filed questionnaires as provided in Section 2
hereof, specifying in such notice the changes in the times and
dates set forth in the Purchase Agreement occasioned by such
postponement. In the event that any such postponement should be
for a period of more than three full business
-3-
days after the date of sending or delivering such notice, the
time for filing of questionnaires by prospective bidders under
Section 2 hereof shall by such notice be postponed to 5:00 P.M.,
New York City time, at the place of delivery specified in Section
2 hereof, on the third full business day prior to the postponed
date for presentation and opening of bids.
5. Acceptance or Rejection of Bids.
The Corporation may reject all bids, but if any bid for the
Securities is accepted the Corporation will accept that bid which
shall result in the lowest "annual cost of money" to the
Corporation for the Securities, and any bid not so accepted by
the Corporation shall, unless such bid shall be involved in
rebidding as hereinafter provided, be deemed to have been
rejected. The lowest annual cost of money to the Corporation for
the Securities shall be determined by the Corporation and such
determination shall be final. In case the lowest annual cost of
money to the Corporation is provided by two or more such bids,
the Corporation (unless it shall reject all bids) will give the
makers of such identical bids an opportunity (the duration of
which the Corporation may in its sole discretion determine) to
improve their bids. The Corporation will accept, unless it shall
reject all bids, the improved bid providing the Corporation with
the lowest annual cost of money for the Securities. If no
improved bid is made within the time fixed by the Corporation, or
if upon such rebidding the lowest annual cost of money to the
Corporation is again provided by two or more bids, the
Corporation may without liability to the maker of any other bid
accept any one of such bids in its sole discretion, or may reject
all bids.
The Corporation further reserves the right to reject the bid
of any bidder or group of bidders if the Corporation, in the
opinion of its counsel, may not lawfully sell the Securities to
such bidder or to any member of such group, unless, in the case
of a group of bidders, prior to 1:00 P.M., New York City time, on
the date on which the bids are opened, the member or members to
which, in the opinion of the Corporation's counsel, the
Securities may not be lawfully sold, have withdrawn from the
group and the remaining members have agreed to purchase the
Securities which such withdrawing member or members had offered
to purchase.
6. Purchase Agreement and Completion of Registration Statement.
The Corporation will signify its acceptance of a bid by
signing the Purchase Agreement. The Corporation shall, upon
request, execute the acceptance on additional copies of the
Purchase Agreement furnished by the Representative of the
successful bidders. Upon the acceptance of a bid, the successful
bidder, or, in the case of a bid by a group of bidders, the
Representative on behalf of the successful bidders, shall furnish
to the Corporation, in writing, all information regarding the
bidder or bidders and the public offering, if any, of the
Securities required in connection with any post-effective
amendment to the Registration Statement, any further information
regarding the bidders and the public offering, if any, to be made
by them, which may be required to complete the applications filed
by the Corporation with public authorities having jurisdiction,
and other information required by law in respect of the purchase
or sale of the Securities as herein contemplated.
-4-
7. Delivery of the Securities.
The Securities will be delivered in temporary or definitive
form, at the election of the Corporation, to the purchasers of
the Securities at the place, at the time and in the manner
indicated in the Purchase Agreement, against payment of the
purchase price therefor as provided in the Purchase Agreement.
8. Opinion of Counsel for the Purchasers.
Messrs. Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan
Plaza, New York, N.Y. 10005, have been requested by the
Corporation to act as counsel for the successful bidder or
bidders of the Securities and to give to the purchasers an
opinion as outlined in the Purchase Agreement. Such counsel have
reviewed or will review, from the standpoint of possible
purchasers of the Securities, the form of the Registration
Statement and the Prospectus and competitive bidding papers,
including the Purchase Agreement, and have reviewed or will
review the corporate proceedings with respect to the issue and
sale of the Securities. Prospective bidders may confer with
Messrs. Milbank, Tweed, Hadley & McCloy with respect to any of
the foregoing matters at the offices of said firm, 1 Chase
Manhattan Plaza, New York, N.Y. 10005, Attn.: Robert W. Mullen,
Jr., Esq. The successful bidders are to pay the compensation and
disbursements of such counsel, except as otherwise provided in
the Purchase Agreement. Such counsel will, on request, advise
any prospective bidder who has, or the Representative of any
group of prospective bidders who have, furnished questionnaires
as provided in Section 2 hereof, of the amount of such
compensation and of the estimated amount of such disbursements.
GTE CORPORATION
_________, 199_
P:S-3:142
EXHIBIT A
GTE CORPORATION
(the "Corporation")
CONFIRMATION OF BID FOR
$___,000,000 ____% , Series _, Due ____
(the "Securities")
TERMS
Maturity: _________.
Interest Payable: Semi-annually on ______ and ________,
commencing,
__________.
Redemption Provisions:
[The Securities will not be redeemable prior to
maturity.]
or
The redemption price applicable to redemptions to and
including ______ (the "initial regular redemption price") will be
the initial public offering price as defined below plus the rate
of interest on the 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
Securities, the initial public offering price of the Securities
shall be the price, expressed in percentage of principal amount
(exclusive of accrued interest), at which the Securities are to
be initially offered for sale to the public; if there is not a
public offering of the Securities, the initial public offering
price of the Securities shall be deemed to be the price,
expressed in percentage of principal amount (exclusive of accrued
interest), to be paid to the Corporation by the Purchasers.
None of the Securities may be called for redemption at the
option of the Corporation prior to ______ if such redemption is
for the purpose or in anticipation of refunding any Securities by
the application, directly or indirectly, of funds borrowed by the
Corporation at an annual cost of money (calculated in accordance
with generally accepted financial practice) less than the annual
cost of money to the Corporation resulting from the sale of the
Securities to the Purchasers (if applicable).
NAME OF BIDDER:
_________________________________________________________
TELEPHONE NUMBER TO BE USED TO CALL IN BID:
_____________________________
TIME AND DATE BID RECEIVED:
_____________________________________________
(to be completed by GTE Service Corporation on behalf of the
Corporation)
-2-
By submitting this bid, the bidder named above agrees to the
following terms and conditions:
o Each bid shall be for the purchase of all of the Securities.
o Each bid may be made by a single bidder or by a group of
bidders.
o The bidder acknowledges that it (and all members of the
bidding group it represents) has received a copy of the
Prospectus dated ______, 199_.
o If the bid is made by a group of bidders, the undersigned
represents and warrants that it is fully authorized by all
bidders in the group to act on their behalf and to bind them to
the terms of the Purchase Agreement relating to the Securities.
o Each bid shall specify:
- the annual interest rate on the Securities, which rate
shall be a multiple of 1/8%;
- the price (exclusive of accrued interest) to be paid to
the Corporation for the Securities, which price shall not be less
than 98% and not more than 101% of the principal amount of the
Securities, and that accrued interest on the Securities from
_______, 1995, to the date of payment of the Securities and the
delivery thereof will be paid to the Corporation by the purchaser
or purchasers; and
- in the case of a bid by a group of bidders, the name of,
and amount to be purchased by each bidder;
o Bids must be received by 10:00 A.M., New York City time, on
_____, 199_, or such later time and/or date as the Corporation
may specify (the "Bid Time").
o Bids shall be irrevocable for one (1) hour after the Bid Time.
o The winning bid shall be selected on the basis of the lowest
"annual cost of money" to the Corporation.
o Whether or not this bid is accepted by the Corporation, an
executed copy of this Confirmation of Bid must be sent promptly
by facsimile to GTE Service Corporation on behalf of the
Corporation at 203-965-3746 or 203-965-2830.
-3-
o If this bid is accepted, upon acceptance the undersigned
agrees to promptly furnish to the Corporation a signed copy of
the Purchase Agreement relating to the Securities and a copy of
all information required to be included in the Prospectus
relating to the Securities.
o Closing Date: __________, 199_ at 10:00 A.M., New York City
time.
BID:
Interest Rate ________________ %
Price to be paid to the Corporation
________________ %
___________________________________
(Name of Bidder)
__________________________________
(Authorized Signature)
P-S-3:150
