<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 1994
------------------
Illinois Bell Telephone Company
-------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois
------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-2222 36-1253600
--------------------------- ----------------------------------
(Commission File Number) (IRS Employer Identification No.)
225 W. Randolph Street, Room 28B, Chicago, Illinois 60606
------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 727-9411
--------------
<PAGE>
Item 5. Other Events.
------------
The purpose of this Current Report on Form 8-K is to file conformed copies
of (a) an Underwriting Agreement (attached hereto as Exhibit 1-a) and a Pricing
Agreement (attached hereto as Exhibit 1-b) executed in connection with a
proposed offering of debentures by the Registrant to be issued pursuant to the
Registration Statement on Form S-3 (File No. 33-50007) filed by the Registrant
on August 17, 1993 (the "Registration Statement"), together with a form of
Officer's Certificate (attached hereto as Exhibit 4-a) and a form of the
debentures (attached hereto as Exhibit 4-b) and (b) an Underwriting Agreement
(attached hereto as Exhibit 1-c) and a Pricing Agreement (attached hereto as
Exhibit 1-d) executed in connection with a proposed offering of notes by the
Registrant to be issued pursuant to the Registration Statement, together with a
form of Officer's Certificate (attached hereto as Exhibit 4-c) and a form of
the notes (attached hereto as Exhibit 4-d).
Item 7. Financial Statements and Exhibits.
---------------------------------
(c) Exhibits.
Number Description
------ -----------
1-a Conformed copy of executed Underwriting Agreement dated January
28, 1994 between the Registrant and Lehman Brothers Inc., as
representatives (the "Debenture Representatives") of the several
Underwriters named in the Debenture Pricing Agreement (as
hereinafter defined).
1-b Conformed copy of executed Pricing Agreement dated January 28,
1994 between the Registrant and the Debenture Representatives
(the "Debenture Pricing Agreement").
1-c Conformed copy of executed Underwriting Agreement dated January
28, 1994 between the Registrant and Goldman, Sachs & Co., as
representatives (the "Note Representatives") of the several
Underwriters named in the Note Pricing Agreement (as hereinafter
defined).
1-d Conformed copy of executed Pricing Agreement dated January 28,
1994 between the Registrant and the Note Representatives (the
"Note Pricing Agreement").
4-a Form of Officer's Certificate to be delivered establishing the
Registrant's 6 5/8% Debentures due February 1, 2025 (the
"Debentures").
4-b Form of the Debentures of the Registrant.
4-c Form of Officer's Certificate to be delivered establishing the
Registrant's 5.80% Notes due February 1, 2004 (the "Notes").
4-d Form of the Notes of the Registrant.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 3, 1994 ILLINOIS BELL TELEPHONE COMPANY
By: /s/ Richard A. Kuzmar
-----------------------------
Title: Vice President - Controller
----------------------------
-3-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page Number
Number Description In This Report
- ------ ----------- ---------------
<C> <S> <C>
1-a Conformed copy of executed
Underwriting Agreement dated January
28, 1994 between the Registrant and
Lehman Brothers Inc., as
representatives (the "Debenture
Representatives") of the several
Underwriters named in the Debenture
Pricing Agreement (as hereinafter
defined).
1-b Conformed copy of executed Pricing
Agreement dated January 28, 1994
between the Registrant and the
Debenture Representatives (the
"Debenture Pricing Agreement").
1-c Conformed copy of executed
Underwriting Agreement dated January
28, 1994 between the Registrant and
Goldman, Sachs & Co., as
representatives (the "Note
Representatives") of the several
Underwriters named in the Note
Pricing Agreement (as hereinafter
defined).
1-d Conformed copy of executed Pricing
Agreement dated January 28, 1994
between the Registrant and the Note
Representatives (the "Note Pricing
Agreement").
4-a Form of Officer's Certificate to be
delivered establishing the
Registrant's 6 5/8% Debentures due
February 1, 2025 (the "Debentures").
4-b Form of the Debentures of the
Registrant.
4-c Form of Officer's Certificate to be
delivered establishing the
Registrant's 5.80% Notes due
February 1, 2004 (the "Notes").
4-d Form of the Notes of the Registrant.
</TABLE>
<PAGE>
EXHIBIT 1-A
-----------
ILLINOIS BELL TELEPHONE COMPANY
DEBT SECURITIES
UNDERWRITING AGREEMENT
----------------------
January 28, 1994
To the Representatives of the
several Underwriters named in the
respective Pricing Agreements
hereinafter described.
Dear Sirs:
From time to time Illinois Bell Telephone Company, an Illinois
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and sell to the
firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
<PAGE>
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement shall specify the aggregate principal amount of such
Designated Securities, the currency of such Designated Securities, the initial
public offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company represents and warrants to and agrees with each of the
Underwriters that:
(a) A registration statement in respect of the Securities has been
filed with the Securities and Exchange Commission (the "Commission"); such
registration statement and any post-effective amendment thereto, each in
the form heretofore delivered or to be delivered to the Representatives
and, excluding exhibits to such registration statement but including all
documents incorporated by reference in the prospectus contained therein, to
the Representatives for each of the other Underwriters, have been declared
effective by the Commission in such form; no other document with respect to
such registration statement or document incorporated by reference therein
has heretofore been filed or transmitted for filing with the Commission;
and no stop order suspending the effectiveness of such registration
statement has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission (any preliminary prospectus
included in such registration statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission
under the Securities Act of 1933, as amended (the "Act"), being hereinafter
called a "Preliminary Prospectus"; the various parts of such registration
statement, including all exhibits thereto (other than the Form T-1, as
hereinafter defined) and the documents incorporated by reference in the
prospectus contained in the registration statement at the time such part of
the registration statement was declared effective, each as amended at the
time such part became effective, being hereinafter collectively called the
"Registration Statement"; the
-2-
<PAGE>
prospectus relating to the Securities, in the form in which it has most
recently been filed, or transmitted for filing, with the Commission on or
prior to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form under the
Act, as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by reference in
such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be deemed to
include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement;
and any reference to the Prospectus as amended or supplemented shall be
deemed to refer to the Prospectus as amended or supplemented in relation to
the applicable Designated Securities in the form in which it is filed with
the Commission pursuant to Rule 424 under the Act in accordance with
Section 5(a) hereof, including any documents incorporated by reference
therein as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and
any further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the case
may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder and will not contain an 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;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in
-3-
<PAGE>
the Prospectus as amended or supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements thereto will conform, in all material
respects to the applicable requirements of the Act and the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus
and any amendment or supplement thereto, contain an 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, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to (i) that
part of the Registration Statement which shall constitute the Statement of
Eligibility (Form T-1) of the Trustee under the Trust Indenture Act (the
"Form T-1") or (ii) any statements or omissions made in reliance upon and
in conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Securities;
(d) The filing of the Registration Statement with respect to the
Securities has been duly authorized by the Company; when Designated
Securities are issued and delivered pursuant to this Agreement and the
Pricing Agreement with respect to such Designated Securities, such
Designated Securities will have been duly executed, authenticated, issued
and delivered by the Company and will constitute legal, valid and binding
obligations of the Company entitled to the benefits provided by the
Indenture, which will be substantially in the form filed as an exhibit to
the Registration Statement; the Indenture has been duly authorized by the
Company and, at each Time of Delivery (as defined in Section 4 hereof) for
such Designated Securities the Indenture will be duly qualified under the
Trust Indenture Act and will constitute a legal, valid and binding
instrument of the Company, enforceable in accordance with its terms; and
the Indenture conforms, and the Designated Securities will conform, to the
descriptions thereof in the Prospectus as amended or supplemented with
respect to such Designated Securities. The foregoing representations are
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors'
rights generally from time to time in effect and to general equitable
principles.
-4-
<PAGE>
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such areas
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor, payable to the
Company in the funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such
Securities.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To prepare the Prospectus as amended or supplemented in relation
to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under
the Act, within the applicable time period prescribed for such filing,
following the execution and delivery of the Pricing Agreement relating to
the applicable Designated Securities or, if applicable, such other time as
may be required by Rule 424(b); to make no further amendment or any
supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such
Designated Securities and prior to the Time of Delivery which shall be
disapproved upon a reasonable basis by the Representatives promptly after
reasonable notice thereof; to advise the Representatives promptly of any
such amendment or supplement after such Time of Delivery for such
Designated Securities and furnish the Representatives with copies thereof;
to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the
delivery of a prospectus is required in connection with the offering or
sale of such Securities, and during such same period to advise the
Representatives, promptly after either of them receives notice thereof, of
the time when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed, of the issuance by the Commission of any stop
-5-
<PAGE>
order or of any order preventing or suspending the use of any prospectus
relating to the Securities, of the suspension of the qualification of such
Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or any request by the
Commission for the amending or supplementing of the Registration Statement
or Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing or
suspending the use of any prospectus relating to the Securities or
suspending any such qualification, to use promptly their best efforts to
obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of such Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify the Representatives and upon their request to file such document
and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
(d) To make generally available to the Company's security-holders as
soon as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule
158(c)), an earnings statement of the Company and its subsidiaries (which
-6-
<PAGE>
need not be audited) complying with Section 11(a) of the Act and the rules
and regulations of the Commission thereunder (including, at the option of
the Company, Rule 158); and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and including
the earlier of (i) the termination of trading restrictions, if any, for
such Designated Securities, as notified to the Company by the
Representatives named in Schedule II to the Pricing Agreement for such
Designated Securities, and (ii) the Time of Delivery for such Designated
Securities, not to offer, sell, contract to sell or otherwise dispose of
any debt securities of the Company which mature more than one year after
such Time of Delivery and which are substantially similar to such
Designated Securities without the prior written consent of the
Representatives.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, any Blue Sky and Legal Investment Memoranda and any other documents
in connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees (not in excess of $5,000 for the Designated
Securities issued under the Pricing Agreement relating to such Designated
Securities) and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with the Blue Sky and Legal Investment
Memoranda; (iv) any fees charged by securities rating services for rating the
Securities; (v) any filing fees incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of their respective obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.
-7-
<PAGE>
7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company herein are,
at and as of the Time of Delivery for such Designated Securities, true and
correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) of this Agreement; no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives' reasonable
satisfaction;
(b) Mayer, Brown & Platt, counsel for the Underwriters, or such other
counsel acting for the Underwriters, shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for
such Designated Securities, with respect to the incorporation of the
Company, the validity of the Indenture, the Designated Securities, the
Registration Statement, the Prospectus as amended or supplemented and such
other related matters as the Representatives may reasonably request, and
such counsel shall have received such documents and information as they may
reasonably request to enable them to pass upon such matters;
(c) The Company shall have furnished to the Representatives the
opinion of Winston & Strawn, counsel for the Company, or such other counsel
reasonably satisfactory to the Representatives, dated the Time of Delivery
for such Designated Securities, in form and substance reasonably
satisfactory to the Representatives, to the effect that:
(i) the Designated Securities and the Indenture conform to the
descriptions thereof contained in the Prospectus as amended or
supplemented;
(ii) the Indenture has been duly qualified under the Trust
Indenture Act; and
(iii) the Registration Statement has become effective under the
Act; any required filing of the Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by
-8-
<PAGE>
Rule 424(b); to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued, no proceedings for that purpose have been instituted or
threatened, and the Registration Statement and the Prospectus as
amended and supplemented and, if any, any further amendments and
supplements thereto made by the Company prior to the Time of Delivery
for the Designated Securities (other than material incorporated by
reference therein, the financial statements and other financial and
statistical information contained therein and the Statement of
Eligibility (Form T-1) of the Trustee under the Trust Indenture Act,
as to which such counsel need express no opinion) comply as to form in
all material respects with the applicable requirements of the Act and
the Exchange Act and the respective rules thereunder; and such counsel
has no reason to believe that the Registration Statement at its
effective date contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that, as of
its date, the Prospectus as amended or supplemented and any further
amendments and supplements thereto made by the Company (other than the
financial statements and other financial and statistical information
contained therein and the Statement of Eligibility of the Trustee
(Form T-1) under the Trust Indenture Act, as to which such counsel
need express no opinion) includes any untrue statement of a material
fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading.
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws other than the laws of the United States, to the extent
deemed proper and specified in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are reasonably satisfactory to
counsel for the Representatives, (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Company and public
officials and (C) as to certain matters relating to the legality of the issuance
of the Designated Securities, on the opinion of the counsel specified in
subparagraph (d) below.
(d) The Company shall have furnished to the Representatives the opinion of
the Solicitor of the Company, dated the Time of Delivery of the Designated
Securities, in form and substance reasonably satisfactory to the
Representatives, to the effect that:
(i) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Illinois,
with full corporate power and authority to own its properties and conduct
its business as
-9-
<PAGE>
described in the Prospectus as amended or supplemented or in any further
amendments or supplements thereto made by the Company prior to the Time of
Delivery for the Designated Securities, and is duly qualified to do
business as a foreign corporation and is in good standing under the laws of
each jurisdiction which requires such qualification, except where the
failure to be so qualified would not have a material adverse affect on the
condition (financial or other), earnings, business or property of the
Company and its subsidiaries taken as a whole;
(ii) all the outstanding shares of capital stock of the Company have
been duly and validly authorized and issued and are fully paid and
nonassessable, and, except as otherwise set forth in the Prospectus as
amended or supplemented, all outstanding shares of capital stock of the
Company are owned by Ameritech Corporation free and clear of any perfected
security interest and, to the knowledge of such counsel, after due inquiry,
any other security interests, claims, liens or encumbrances;
(iii) to the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the Prospectus
as amended or supplemented, and there is no franchise, contract or other
document of a character required to be described in the Registration
Statement or Prospectus as amended or supplemented, or to be filed as an
exhibit, which is not described or filed as required; and the statements
included or incorporated in the Prospectus as amended or supplemented
describing any legal proceedings or material contracts or agreements
relating to the Company fairly summarize such matters;
(iv) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated in this Agreement except such as have been
obtained under the Act and such as may be required under the blue sky laws
of any jurisdiction in connection with the sale of the Designated
Securities as contemplated by this Agreement and the Pricing Agreement with
respect to the Designated Securities and such other approvals (specified in
such opinion) as have been obtained;
(v) neither the execution and delivery of the Indenture, the issue
and sale of the Designated Securities nor the consummation of any other of
the transactions contemplated in this Agreement nor the fulfillment of the
terms hereof or the Pricing Agreement with respect to the Designated
Securities
-10-
<PAGE>
will conflict with, result in a breach of, or constitute a default under,
the charter or by-laws of the Company or the terms of any indenture or
other material agreement or material instrument known to such counsel and
to which the Company or any of its subsidiaries is a party or bound, or any
order or regulation known to such counsel to be applicable to the Company
of any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company;
(vi) the Indenture has been duly authorized, executed and delivered
by the Company and constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its terms (subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally
from time to time in effect and to general equitable principles); and the
Designated Securities have been duly authorized, executed, issued and
delivered by the Company and, when authenticated in accordance with the
provisions of the Indenture, will constitute the legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors'
rights generally from time to time in effect and to general equitable
principles);
(vii) this Agreement and the Pricing Agreement, with respect to the
Designated Securities, have been duly authorized, executed and delivered by
the Company; and
(viii) to the best knowledge of such counsel, the material
incorporated by reference into the Registration Statement and the
Prospectus as amended and supplemented (other than the financial statements
and other financial and statistical information contained therein as to
which such counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act and the
Exchange Act and the respective rules thereunder; and such counsel has no
reason to believe that the Registration Statement at its effective date
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading or that, as of its date, the Prospectus
as amended or supplemented and any further amendments and supplements
thereto made by the Company (other than the financial statements and other
financial and statistical information contained therein as to which such
counsel need express no opinion) includes any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
-11-
<PAGE>
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Illinois or the
laws of the United States, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing believed to be
reliable and who are reasonably satisfactory to counsel for the Representatives
and (B) as to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.
(e) On the date of the Pricing Agreement for such Designated Securities
and at the Time of Delivery for such Designated Securities, Arthur Andersen &
Co. shall have furnished to the Representatives a letter, dated the effective
date of the Registration Statement or the date of the most recent report filed
with the Commission containing financial statements and incorporated by
reference in the Registration Statement, if the date of such report is later
than such effective date, and a letter dated such Time of Delivery,
respectively, to the effect set forth in Annex II hereto, and with respect to
such letter dated such Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and substance satisfactory to
the Representatives;
(f) The Company shall have furnished to the Representatives a certificate
of the Company, signed by the President and the principal financial or
accounting officer of the Company, dated as of the Time of Delivery of the
Designated Securities, to the effect that the signers of such certificate have
examined the Registration Statement, the Prospectus as amended or supplemented
and any further amendments and supplements thereto made by the Company prior to
the Time of Delivery for the Designated Securities and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
date hereof with the same effect as if made on the date hereof and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied as a condition to the
obligation of the Underwriters of the Designated Securities under the
Pricing Agreement relating thereto;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to such officers' knowledge, threatened; and
(iii) since the date of the most recent financial statements included
in the Prospectus as amended or supplemented (exclusive of any further
amendments or supplements thereto), there has been no material adverse
change in the condition (financial or other), earnings,
-12-
<PAGE>
business or properties of the Company and its subsidiaries taken as a
whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Prospectus
(exclusive of any further amendments or supplements thereto).
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities and prior to the Time of Delivery thereof, (1) no
downgrading shall have occurred in the rating accorded the Company's debt
securities by any of Standard & Poor's Corporation, Moody's Investors Service,
Inc. or Duff & Phelps Credit Rating Co. and (2) none of such organizations shall
have publicly announced that it has under surveillance or review with possible
negative implications its rating of any of the Company's debt securities;
(h) On or after the date of the Pricing Agreement relating to the
Designated Securities and prior to the Time of Delivery thereof, there shall not
have occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by either
Federal or New York State authorities; or (iii) the outbreak or material
escalation of hostilities involving the United States or the declaration by the
United States, on or after the date of such Pricing Agreement and prior to such
Time of Delivery, of a national emergency or war if the effect of any such event
specified in this clause (iii) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented; and
(i) The Company shall not have made, after the date of the Pricing
Agreement for any Designated Securities and prior to the Time of Delivery for
such Designated Securities, any amendment or supplement to the Registration
Statement or Prospectus as amended or supplemented which shall have been
reasonably disapproved by the Representatives for such Designated Securities.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject under the Act, the Exchange Act or any other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
-13-
<PAGE>
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities; and provided,
further, that, in the event that the Prospectus as amended or supplemented shall
have been further amended or supplemented and copies thereof, as so further
amended or supplemented, furnished to each Underwriter prior to the confirmation
of any sales of Designated Securities, such indemnity with respect to the
Prospectus as amended or supplemented shall not inure to the benefit of any
Underwriter from whom the person asserting any such loss, claim, damage or
liability purchased the Designated Securities which are the subject thereof if
such person did not, at or prior to the confirmation of the sale of Designated
Securities to such person, receive a copy of the Prospectus (excluding documents
incorporated by reference) as so further amended or supplemented and the untrue
statement or omission of a material fact contained in the Prospectus as amended
or supplemented was corrected in the Prospectus as so further amended or
supplemented.
(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse
-14-
<PAGE>
the Company for any legal or other expenses reasonably incurred by the Company
in connection with investigating or defending any such action or claim.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), provided, however, that if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by you in the case of subsection (a),
representing the indemnified parties under such subsection (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that, if
clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in
-15-
<PAGE>
subsection (a) is due in accordance with its terms but is for any reason held by
a court to be unavailable from the Company on grounds of policy or otherwise,
the Company and each of the Underwriters of the Designated Securities shall
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expense reasonably incurred in connection with investigating or
defending same) to which the Company and any of the Underwriters of the
Designated Securities may be subject in such proportion so that each of the
Underwriters of the Designated Securities is responsible for that portion
represented by the percentage that the aggregate discounts and commissions
received by such of the Underwriters of the Designated Securities in connection
with the Designated Securities from which such losses, claims, damages and
liabilities arise bears to the aggregate principal amount of such Designated
Securities sold and the Company are responsible for the balance; provided,
however, that (y) in no case shall any of the Underwriters of the Designated
Securities be responsible for any amount in excess of the discounts and
commissions received by such of the Underwriters of the Designated Securities in
connection with the Designated Securities from which such losses, claims,
damages and liabilities arise and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls any
of the Underwriters of Designated Securities within the meaning of the Act shall
have the same rights to contribution as you and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to clauses (y) and (z) of this paragraph (d). Any
party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this paragraph (d), notify such party or parties from whom contribution
may be sought, but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this paragraph
(d).
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
-16-
<PAGE>
9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have the right
to postpone the Time of Delivery for such Designated Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such Designated
Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the principal
amount of Designated Securities which such Underwriter agreed to purchase under
such Pricing Agreement) of the Designated Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
-17-
<PAGE>
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including the reasonable fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of such Designated Securities, but the Company shall then be
under no further liability to any Underwriter with respect to such Designated
Securities except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram or facsimile transmission if promptly confirmed in
writing, and if to the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Representatives as
set forth in the Pricing Agreement; and if to the Company shall be
-18-
<PAGE>
sufficient in all respects if delivered or sent by registered mail to the
address of the Company set forth in the Registration Statement, Attention:
Treasurer; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by registered mail to such
Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by the Representatives upon request.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Section 8 and Section 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement. "Business day"
as used herein shall mean any day when the Commission's office in Washington,
D.C. is normally open for business.
15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of New York.
16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
17. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers and directors of
controlling persons referred to in Section 8 hereof, and no other person will
have any right or obligation hereunder.
[signature pages to follow]
-19-
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return four (4) counterparts hereof.
Very truly yours,
ILLINOIS BELL TELEPHONE COMPANY
By: /s/ Richard A. Kuzmar
--------------------------
Vice President -
Title: Controller
-------------------
-20-
<PAGE>
Accepted as of the date hereof:
Lehman Brothers Inc.
By: /s/ Bradley H. Jack
------------------------------
Title: Managing Director
---------------------------
on behalf of Lehman Brothers Inc.
and the other several Underwriters
-21-
<PAGE>
ANNEX I
Pricing Agreement
-----------------
[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[ ]
[ ]
Dear Sirs:
Illinois Bell Telephone Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
______________,____ (the "Underwriting Agreement"), between the Company on the
one hand and [names of representative(s) named therein] on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Under-writing Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus,
as the case may be, relating to the Designated Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the
<PAGE>
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us ___ counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
ILLINOIS BELL TELEPHONE COMPANY
By: __________________________
Title: _______________________
Accepted as of the date hereof:
[NAME(S) OF REPRESENTATIVE(S)]
By: ___________________________
on behalf of [name(s) of Representative(s)]
and the other several Underwriters
A-2
<PAGE>
SCHEDULE I
Principal Amount of
Designated securities
to be
Underwriter Purchased
----------- ----------------------
[Name(s) of Representative(s)]..........................
[Names of other Underwriters]
-----------------
Total............................................... $_________________
-----------------
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] [Warrants] due
AGGREGATE PRINCIPAL AMOUNT:
$
PRICE TO PUBLIC:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if
any, from to ]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House (next day) [same day] funds
INDENTURE:
Indenture, dated _______ __, _______, between the Company and Harris Trust
and Savings Bank, as Trustee
MATURITY:
INTEREST RATE:
[ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates]
REDEMPTION PROVISIONS:
[No provisions for redemption]
<PAGE>
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the
principal face amount of $ or an integral multiple thereof,
[on or after , at the following redemption prices (expressed in
percentages of principal amount). If [redeemed on or before , %
and if], redeemed during the 12-month period beginning
<TABLE>
<CAPTION>
Redemption
Year Rate
---- -----------
<S> <C>
</TABLE>
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.]
[On any interest payment date falling or after , , at the election of
the Company, at a redemption price equal to the principal amount thereof,
plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire $ principal amount of Designated Securities on in each of
the years [ ] through [ ] at 100% of their principal amount
plus accrued interest] [, together with [cumulative] [non-cumulative]
redemptions at the option of the Company to retire an additional $
principal amount of Designated Securities in the years through
at 100% of their principal amount plus accrued interest.]
[IF SECURITIES ARE EXTENDABLE DEBT SECURITIES, INSERT --
EXTENDABLE PROVISIONS:
Securities are repayable on , [insert date and years], at the
option of the holder, at their principal amount with accrued interest.
Initial annual interest rate will be
-2-
<PAGE>
%, and thereafter annual interest rate will be adjusted on ,
and to a rate not less than % of the effective annual interest rate
on U.S. Treasury obligations with -year maturities as of the [insert
date 15 days prior to maturity date] prior to such [insert maturity date].]
IF SECURITIES ARE FLOATING RATE DEBT SECURITIES, INSERT --
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through
[and thereafter will be adjusted [monthly] [on each , , and
] [to an annual rate of % above the average rate for -year
[month] [securities] [certificates of deposit] by and [insert names of
banks].] [and the annual interest rate [thereafter] [from
through ] will be the interest yield equivalent of the weekly average
per annum market discount rate for -month Treasury bills plus of
Interest Differential (the excess, if any, of (i) then current weekly
average per annum secondary market yield for -month certificate of
deposit over (ii) then current interest yield equivalent of the weekly
average per annum market discount rate from -month Treasury
bills); (from and thereafter the rate will be the then
current interest yield equivalent plus % of Interest Differential].]
TIME OF DELIVERY:
CLOSING LOCATION:
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
[OTHER TERMS]:
-3-
<PAGE>
ANNEX II
(1) They are independent accountants within the meaning of the Act
and the Exchange Act and the respective applicable published rules and
regulations thereunder.
(2) In their opinion, the audited financial statements, financial
statement schedules and pro forma financial statements, if any, included or
incorporated in the Registration Statement and the Prospectus and reported on by
them comply in form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related published rules and
regulations;
(3) On the basis of a reading of the latest unaudited financial
statements made available by the Company, the carrying out of certain specified
procedures (but not an examination in accordance with generally accepted
auditing standards) which would not necessarily reveal matters of significance
with respect to the comments set forth in such letter, a reading of the
resolutions of the sole stockholder of the Company and inquiries of certain
officials of the Company who have responsibility for financial and accounting
matters of the Company as to transactions and events subsequent to the date of
the most recent audited financial statements included or incorporated in the
Prospectus, nothing came to their attention which caused them to believe that:
(a) any unaudited financial statements included or incorporated in the
Registration Statement and the Prospectus do not comply in form in all
material respects with applicable accounting requirements and with the
published rules and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form 10-Q under
the Exchange Act; and said unaudited financial statements are not in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements
included or incorporated in the Registration Statement and the Prospectus;
(b) with respect to the period subsequent to the date of the most
recent financial statements (other than any capsule information), audited
or unaudited, in or incorporated in the Registration Statement and the
Prospectus, there were any changes, at a specified date not more than five
business days prior to the date of the letter, in the long-term debt of the
Company or capital stock of the Company or decreases in the stockholder's
equity of the Company as compared with the amounts shown on the most recent
consolidated balance sheet included or incorporated in the Registration
Statement and the Prospectus, or for the period from the date of the most
recent financial statements included or incorporated in the Registration
Statement and the Prospectus to such specified date there were any
decreases, as compared with the corresponding period in the preceding year
in net revenues or
<PAGE>
income before income taxes or in total or per share amounts of net income
of the Company and its subsidiaries, except in all instances for changes or
decreases set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the significance thereof
unless said explanation is not deemed necessary by the Representatives; or
(c) the amounts included in any unaudited "capsule" information
included or incorporated in the Registration Statement and the Prospectus
do not agree with the amounts set forth in the unaudited financial
statements for the same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts in the
audited financial statements included or incorporated in the Registration
Statement and the Prospectus;
(4) In addition to their examination referred to in their report included
or incorporated by reference in the Registration Statement and Prospectus and
the procedures referred to in (3) above, they have performed certain other
specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature (which is limited
to accounting, financial or statistical information derived from the general
accounting records of the Company) set forth in the Registration Statement and
the Prospectus and in Exhibit 12 to the Registration Statement, including
certain information specified by the Representatives and agreed to by Arthur
Andersen & Co. included or incorporated in Items 1, 2, 6, 7 and 11 of the
Company's Annual Report on Form 10-K, incorporated in the Registration Statement
and the Prospectus, and the information included in the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in
the Registration Statement and the Prospectus, agrees with the accounting
records of the Company, excluding any questions of legal interpretation.
(5) If unaudited pro forma financial statements are included or
incorporated in the Registration Statement and the Prospectus, on the basis of a
reading of the unaudited pro forma financial statements, carrying out certain
specified procedures, inquiries of certain officials of the Company and the
acquired company who have responsibility for financial and accounting matters,
and proving the arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in the pro forma financial statements,
nothing came to their attention which caused them to believe that the pro forma
financial statements do not comply in form in all material respects with the
applicable accounting requirements of Rule 11-02 of Regulation S-X or that the
pro forma adjustments have not been properly applied to the historical amounts
in the compilation of such statements.
-2-
<PAGE>
EXHIBIT 1-B
-----------
Pricing Agreement
-----------------
Lehman Brothers Inc.
American Express Tower
World Trade Center
New York, New York 10285
as Representatives of the several
Underwriters named in Schedule I hereto,
January 28, 1994
Dear Sirs:
Illinois Bell Telephone Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
January 28, 1994 (the "Underwriting Agreement"), between the Company on the one
hand and Lehman Brothers Inc. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty with respect to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
<PAGE>
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
-2-
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us four (4) counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
ILLINOIS BELL TELEPHONE COMPANY
By: /s/ Richard A. Kuzmar
--------------------------
Vice President -
Title: Controller
-------------------
-3-
<PAGE>
Accepted as of the date hereof:
Lehman Brothers Inc.
By: /s/ Bradley H. Jack
----------------------------------------
Title: Managing Director
-------------------------------------
-4-
<PAGE>
SCHEDULE I
Principal Amount of
Designated Securities
to be Purchased
------------------
Underwriter Debentures
- ----------- ---------------
Lehman Brothers Inc. $100,000,000
---------------
Total $100,000,000
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
6.625% Debentures due February 1, 2025 (the "Debentures")
AGGREGATE PRINCIPAL AMOUNT:
$100,000,000
PRICE TO PUBLIC:
97.183% of the principal amount of the Debentures, plus accrued interest
from February 1, 1994
PURCHASE PRICE BY UNDERWRITERS:
96.866% of the principal amount of the Debentures, plus accrued interest
from February 1, 1994
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
INDENTURE:
Indenture, dated as of September 1, 1992, between the Company and Harris
Trust and Savings Bank, as Trustee
MATURITY:
February 1, 2025
INTEREST RATE:
6.625% per annum
INTEREST PAYMENT DATES:
Semi-annual interest payments February 1 and August 1, commencing August 1,
1994
REDEMPTION PROVISIONS:
The Debentures will not be redeemable prior to February 1, 2004; on and
after that date, the Debentures will be redeemable, at the option of the
Company, as a whole at any time or in part from time to time at the
redemption prices specified below.
The redemption prices of the Debentures, expressed in percentages of
principal amount, in each case plus accrued interest to the date of
redemption, will be as follows:
<PAGE>
If the Debentures are redeemed during the twelve-month period beginning
July 1:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
2004 101.904% 2009 100.952%
2005 101.714% 2010 100.762%
2006 101.523% 2011 100.571%
2007 101.333% 2012 100.381%
2008 101.142% 2013 100.190%
</TABLE>
and thereafter at 100% of the principal amount.
SINKING FUNDS PROVISIONS:
N/A
EXTENDABLE PROVISIONS:
N/A
TIME OF DELIVERY: 9:30 a.m., Chicago time, February 4, 1994
CLOSING LOCATION: Winston & Strawn
35 W. Wacker Drive
Chicago, Illinois 60601
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Lehman Brothers Inc.
Address for Notices, etc.: American Express Tower
World Trade Center
New York, New York 10285
OTHER TERMS:
The Representatives waive delivery of the letter specified in Section 7(e)
of the Underwriting Agreement to be furnished on the date of this Pricing
Agreement to the Representatives by Arthur Andersen & Co.
<PAGE>
EXHIBIT 1-C
-----------
ILLINOIS BELL TELEPHONE COMPANY
DEBT SECURITIES
UNDERWRITING AGREEMENT
----------------------
January 28, 1994
To the Representatives of the
several Underwriters named in the
respective Pricing Agreements
hereinafter described.
Dear Sirs:
From time to time Illinois Bell Telephone Company, an Illinois
corporation (the "Company"), proposes to enter into one or more Pricing
Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such
additions and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and sell to the
firms named in Schedule I to the applicable Pricing Agreement (such firms
constituting the "Underwriters" with respect to such Pricing Agreement and the
securities specified therein) certain of its debt securities (the "Securities")
specified in Schedule II to such Pricing Agreement (with respect to such Pricing
Agreement, the "Designated Securities").
The terms and rights of any particular issuance of Designated
Securities shall be as specified in the Pricing Agreement relating thereto and
in or pursuant to the indenture (the "Indenture") identified in such Pricing
Agreement.
1. Particular sales of Designated Securities may be made from time to
time to the Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the Pricing Agreement
relating thereto will act as representatives (the "Representatives"). The term
"Representatives" also refers to a single firm acting as sole representative of
the Underwriters and to Underwriters who act without any firm being designated
as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation
of any of the Underwriters to purchase the Securities. The obligation of the
Company to issue and sell any of the Securities and the obligation of any of the
<PAGE>
Underwriters to purchase any of the Securities shall be evidenced by the Pricing
Agreement with respect to the Designated Securities specified therein. Each
Pricing Agreement shall specify the aggregate principal amount of such
Designated Securities, the currency of such Designated Securities, the initial
public offering price of such Designated Securities, the purchase price to the
Underwriters of such Designated Securities, the names of the Underwriters of
such Designated Securities, the names of the Representatives of such
Underwriters and the principal amount of such Designated Securities to be
purchased by each Underwriter and shall set forth the date, time and manner of
delivery of such Designated Securities and payment therefor. The Pricing
Agreement shall also specify (to the extent not set forth in the Indenture and
the registration statement and prospectus with respect thereto) the terms of
such Designated Securities. A Pricing Agreement shall be in the form of an
executed writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid transmission device
designed to produce a written record of communications transmitted. The
obligations of the Underwriters under this Agreement and each Pricing Agreement
shall be several and not joint.
2. The Company represents and warrants to and agrees with each of the
Underwriters that:
(a) A registration statement in respect of the Securities has been
filed with the Securities and Exchange Commission (the "Commission"); such
registration statement and any post-effective amendment thereto, each in
the form heretofore delivered or to be delivered to the Representatives
and, excluding exhibits to such registration statement but including all
documents incorporated by reference in the prospectus contained therein, to
the Representatives for each of the other Underwriters, have been declared
effective by the Commission in such form; no other document with respect to
such registration statement or document incorporated by reference therein
has heretofore been filed or transmitted for filing with the Commission;
and no stop order suspending the effectiveness of such registration
statement has been issued and no proceeding for that purpose has been
initiated or threatened by the Commission (any preliminary prospectus
included in such registration statement or filed with the Commission
pursuant to Rule 424(a) of the rules and regulations of the Commission
under the Securities Act of 1933, as amended (the "Act"), being hereinafter
called a "Preliminary Prospectus"; the various parts of such registration
statement, including all exhibits thereto (other than the Form T-1, as
hereinafter defined) and the documents incorporated by reference in the
prospectus contained in the registration statement at the time such part of
the registration statement was declared effective, each as amended at the
time such part became effective, being hereinafter collectively called the
"Registration Statement"; the
-2-
<PAGE>
prospectus relating to the Securities, in the form in which it has most
recently been filed, or transmitted for filing, with the Commission on or
prior to the date of this Agreement, being hereinafter called the
"Prospectus"; any reference herein to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein pursuant to the applicable form under the
Act, as of the date of such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment or supplement to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include any documents filed after the date of such Preliminary Prospectus
or Prospectus, as the case may be, under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and incorporated by reference in
such Preliminary Prospectus or Prospectus, as the case may be; any
reference to any amendment to the Registration Statement shall be deemed to
include any annual report of the Company filed pursuant to Section 13(a) or
15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement;
and any reference to the Prospectus as amended or supplemented shall be
deemed to refer to the Prospectus as amended or supplemented in relation to
the applicable Designated Securities in the form in which it is filed with
the Commission pursuant to Rule 424 under the Act in accordance with
Section 5(a) hereof, including any documents incorporated by reference
therein as of the date of such filing);
(b) The documents incorporated by reference in the Prospectus, when
they became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the Act or
the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder, and none of such documents contained an untrue
statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; and
any further documents so filed and incorporated by reference in the
Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the case
may be, will conform in all material respects to the requirements of the
Act or the Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder and will not contain an 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;
provided, however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by an Underwriter of
Designated Securities through the Representatives expressly for use in
-3-
<PAGE>
the Prospectus as amended or supplemented relating to such Securities;
(c) The Registration Statement and the Prospectus conform, and any
further amendments or supplements thereto will conform, in all material
respects to the applicable requirements of the Act and the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), and the rules and
regulations of the Commission thereunder and do not and will not, as of the
applicable effective date as to the Registration Statement and any
amendment thereto and as of the applicable filing date as to the Prospectus
and any amendment or supplement thereto, contain an 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, in the light of the
circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to (i) that
part of the Registration Statement which shall constitute the Statement of
Eligibility (Form T-1) of the Trustee under the Trust Indenture Act (the
"Form T-1") or (ii) any statements or omissions made in reliance upon and
in conformity with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives expressly
for use in the Prospectus as amended or supplemented relating to such
Securities;
(d) The filing of the Registration Statement with respect to the
Securities has been duly authorized by the Company; when Designated
Securities are issued and delivered pursuant to this Agreement and the
Pricing Agreement with respect to such Designated Securities, such
Designated Securities will have been duly executed, authenticated, issued
and delivered by the Company and will constitute legal, valid and binding
obligations of the Company entitled to the benefits provided by the
Indenture, which will be substantially in the form filed as an exhibit to
the Registration Statement; the Indenture has been duly authorized by the
Company and, at each Time of Delivery (as defined in Section 4 hereof) for
such Designated Securities the Indenture will be duly qualified under the
Trust Indenture Act and will constitute a legal, valid and binding
instrument of the Company, enforceable in accordance with its terms; and
the Indenture conforms, and the Designated Securities will conform, to the
descriptions thereof in the Prospectus as amended or supplemented with
respect to such Designated Securities. The foregoing representations are
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other laws affecting creditors'
rights generally from time to time in effect and to general equitable
principles.
-4-
<PAGE>
3. Upon the execution of the Pricing Agreement applicable to any
Designated Securities and authorization by the Representatives of the release of
such Designated Securities, the several Underwriters propose to offer such
Designated Securities for sale upon the terms and conditions set forth in the
Prospectus as amended or supplemented.
4. Designated Securities to be purchased by each Underwriter pursuant to
the Pricing Agreement relating thereto, in definitive form to the extent
practicable, and in such authorized denominations and registered in such areas
as the Representatives may request upon at least forty-eight hours' prior notice
to the Company, shall be delivered by or on behalf of the Company to the
Representatives for the account of such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor, payable to the
Company in the funds specified in such Pricing Agreement, all at the place and
time and date specified in such Pricing Agreement or at such other place and
time and date as the Representatives and the Company may agree upon in writing,
such time and date being herein called the "Time of Delivery" for such
Securities.
5. The Company agrees with each of the Underwriters of any Designated
Securities:
(a) To prepare the Prospectus as amended or supplemented in relation
to the applicable Designated Securities in a form approved by the
Representatives and to file such Prospectus pursuant to Rule 424(b) under
the Act, within the applicable time period prescribed for such filing,
following the execution and delivery of the Pricing Agreement relating to
the applicable Designated Securities or, if applicable, such other time as
may be required by Rule 424(b); to make no further amendment or any
supplement to the Registration Statement or Prospectus as amended or
supplemented after the date of the Pricing Agreement relating to such
Designated Securities and prior to the Time of Delivery which shall be
disapproved upon a reasonable basis by the Representatives promptly after
reasonable notice thereof; to advise the Representatives promptly of any
such amendment or supplement after such Time of Delivery for such
Designated Securities and furnish the Representatives with copies thereof;
to file promptly all reports and any definitive proxy or information
statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the
delivery of a prospectus is required in connection with the offering or
sale of such Securities, and during such same period to advise the
Representatives, promptly after either of them receives notice thereof, of
the time when any amendment to the Registration Statement has been filed or
becomes effective or any supplement to the Prospectus or any amended
Prospectus has been filed, of the issuance by the Commission of any stop
-5-
<PAGE>
order or of any order preventing or suspending the use of any prospectus
relating to the Securities, of the suspension of the qualification of such
Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or any request by the
Commission for the amending or supplementing of the Registration Statement
or Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing or
suspending the use of any prospectus relating to the Securities or
suspending any such qualification, to use promptly their best efforts to
obtain its withdrawal;
(b) Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Securities for
offering and sale under the securities laws of such jurisdictions as the
Representatives may request and to comply with such laws so as to permit
the continuance of sales and dealings therein in such jurisdictions for as
long as may be necessary to complete the distribution of such Securities,
provided that in connection therewith the Company shall not be required to
qualify as a foreign corporation or to file a general consent to service of
process in any jurisdiction;
(c) To furnish the Underwriters with copies of the Prospectus as
amended or supplemented in such quantities as the Representatives may from
time to time reasonably request, and, if the delivery of a prospectus is
required at any time in connection with the offering or sale of the
Securities and if at such time any event shall have occurred as a result of
which the Prospectus as then amended or supplemented would include an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made when such Prospectus is delivered,
not misleading, or, if for any other reason it shall be necessary during
such same period to amend or supplement the Prospectus or to file under the
Exchange Act any document incorporated by reference in the Prospectus in
order to comply with the Act, the Exchange Act or the Trust Indenture Act,
to notify the Representatives and upon their request to file such document
and to prepare and furnish without charge to each Underwriter and to any
dealer in securities as many copies as the Representatives may from time to
time reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance;
(d) To make generally available to the Company's security-holders as
soon as practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in Rule
158(c)), an earnings statement of the Company and its subsidiaries (which
-6-
<PAGE>
need not be audited) complying with Section 11(a) of the Act and the rules
and regulations of the Commission thereunder (including, at the option of
the Company, Rule 158); and
(e) During the period beginning from the date of the Pricing
Agreement for such Designated Securities and continuing to and including
the earlier of (i) the termination of trading restrictions, if any, for
such Designated Securities, as notified to the Company by the
Representatives named in Schedule II to the Pricing Agreement for such
Designated Securities, and (ii) the Time of Delivery for such Designated
Securities, not to offer, sell, contract to sell or otherwise dispose of
any debt securities of the Company which mature more than one year after
such Time of Delivery and which are substantially similar to such
Designated Securities without the prior written consent of the
Representatives.
6. The Company covenants and agrees with the several Underwriters that
the Company will pay or cause to be paid the following: (i) the fees,
disbursements and expenses of the Company's counsel and accountants in
connection with the registration of the Securities under the Act and all other
expenses in connection with the preparation, printing and filing of the
Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, any Pricing Agreement, any
Indenture, any Blue Sky and Legal Investment Memoranda and any other documents
in connection with the offering, purchase, sale and delivery of the Securities;
(iii) all expenses in connection with the qualification of the Securities for
offering and sale under state securities laws as provided in Section 5(b)
hereof, including the fees (not in excess of $5,000 for the Designated
Securities issued under the Pricing Agreement relating to such Designated
Securities) and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with the Blue Sky and Legal Investment
Memoranda; (iv) any fees charged by securities rating services for rating the
Securities; (v) any filing fees incident to any required review by the National
Association of Securities Dealers, Inc. of the terms of the sale of the
Securities; (vi) the cost of preparing the Securities; (vii) the fees and
expenses of any Trustee and any agent of any Trustee and the fees and
disbursements of counsel for any Trustee in connection with any Indenture and
the Securities; and (viii) all other costs and expenses incident to the
performance of their respective obligations hereunder which are not otherwise
specifically provided for in this Section. It is understood, however, that,
except as provided in this Section, Section 8 and Section 11 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of
their counsel, transfer taxes on resale of any of the Securities by them, and
any advertising expenses connected with any offers they may make.
-7-
<PAGE>
7. The obligations of the Underwriters of any Designated Securities under
the Pricing Agreement relating to such Designated Securities shall be subject,
in the discretion of the Representatives, to the condition that all
representations and warranties and other statements of the Company herein are,
at and as of the Time of Delivery for such Designated Securities, true and
correct, the condition that the Company shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:
(a) The Prospectus as amended or supplemented in relation to the
applicable Designated Securities shall have been filed with the Commission
pursuant to Rule 424(b) within the applicable time period prescribed for
such filing by the rules and regulations under the Act and in accordance
with Section 5(a) of this Agreement; no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to the Representatives' reasonable
satisfaction;
(b) Mayer, Brown & Platt, counsel for the Underwriters, or such other
counsel acting for the Underwriters, shall have furnished to the
Representatives such opinion or opinions, dated the Time of Delivery for
such Designated Securities, with respect to the incorporation of the
Company, the validity of the Indenture, the Designated Securities, the
Registration Statement, the Prospectus as amended or supplemented and such
other related matters as the Representatives may reasonably request, and
such counsel shall have received such documents and information as they may
reasonably request to enable them to pass upon such matters;
(c) The Company shall have furnished to the Representatives the
opinion of Winston & Strawn, counsel for the Company, or such other counsel
reasonably satisfactory to the Representatives, dated the Time of Delivery
for such Designated Securities, in form and substance reasonably
satisfactory to the Representatives, to the effect that:
(i) the Designated Securities and the Indenture conform to the
descriptions thereof contained in the Prospectus as amended or
supplemented;
(ii) the Indenture has been duly qualified under the Trust
Indenture Act; and
(iii) the Registration Statement has become effective under the
Act; any required filing of the Prospectus, and any supplements
thereto, pursuant to Rule 424(b) has been made in the manner and
within the time period required by
-8-
<PAGE>
Rule 424(b); to the best knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been
issued, no proceedings for that purpose have been instituted or
threatened, and the Registration Statement and the Prospectus as
amended and supplemented and, if any, any further amendments and
supplements thereto made by the Company prior to the Time of Delivery
for the Designated Securities (other than material incorporated by
reference therein, the financial statements and other financial and
statistical information contained therein and the Statement of
Eligibility (Form T-1) of the Trustee under the Trust Indenture Act,
as to which such counsel need express no opinion) comply as to form in
all material respects with the applicable requirements of the Act and
the Exchange Act and the respective rules thereunder; and such counsel
has no reason to believe that the Registration Statement at its
effective date contained any untrue statement of a material fact or
omitted to state any material fact required to be stated therein or
necessary to make the statements therein not misleading or that, as of
its date, the Prospectus as amended or supplemented and any further
amendments and supplements thereto made by the Company (other than the
financial statements and other financial and statistical information
contained therein and the Statement of Eligibility of the Trustee
(Form T-1) under the Trust Indenture Act, as to which such counsel
need express no opinion) includes any untrue statement of a material
fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they
were made, not misleading.
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws other than the laws of the United States, to the extent
deemed proper and specified in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are reasonably satisfactory to
counsel for the Representatives, (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Company and public
officials and (C) as to certain matters relating to the legality of the issuance
of the Designated Securities, on the opinion of the counsel specified in
subparagraph (d) below.
(d) The Company shall have furnished to the Representatives the opinion of
the Solicitor of the Company, dated the Time of Delivery of the Designated
Securities, in form and substance reasonably satisfactory to the
Representatives, to the effect that:
(i) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Illinois,
with full corporate power and authority to own its properties and conduct
its business as
-9-
<PAGE>
described in the Prospectus as amended or supplemented or in any further
amendments or supplements thereto made by the Company prior to the Time of
Delivery for the Designated Securities, and is duly qualified to do
business as a foreign corporation and is in good standing under the laws of
each jurisdiction which requires such qualification, except where the
failure to be so qualified would not have a material adverse affect on the
condition (financial or other), earnings, business or property of the
Company and its subsidiaries taken as a whole;
(ii) all the outstanding shares of capital stock of the Company have
been duly and validly authorized and issued and are fully paid and
nonassessable, and, except as otherwise set forth in the Prospectus as
amended or supplemented, all outstanding shares of capital stock of the
Company are owned by Ameritech Corporation free and clear of any perfected
security interest and, to the knowledge of such counsel, after due inquiry,
any other security interests, claims, liens or encumbrances;
(iii) to the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or governmental
agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries, of a character required to be disclosed in the
Registration Statement which is not adequately disclosed in the Prospectus
as amended or supplemented, and there is no franchise, contract or other
document of a character required to be described in the Registration
Statement or Prospectus as amended or supplemented, or to be filed as an
exhibit, which is not described or filed as required; and the statements
included or incorporated in the Prospectus as amended or supplemented
describing any legal proceedings or material contracts or agreements
relating to the Company fairly summarize such matters;
(iv) no consent, approval, authorization or order of any court or
governmental agency or body is required for the consummation of the
transactions contemplated in this Agreement except such as have been
obtained under the Act and such as may be required under the blue sky laws
of any jurisdiction in connection with the sale of the Designated
Securities as contemplated by this Agreement and the Pricing Agreement with
respect to the Designated Securities and such other approvals (specified in
such opinion) as have been obtained;
(v) neither the execution and delivery of the Indenture, the issue
and sale of the Designated Securities nor the consummation of any other of
the transactions contemplated in this Agreement nor the fulfillment of the
terms hereof or the Pricing Agreement with respect to the Designated
Securities
-10-
<PAGE>
will conflict with, result in a breach of, or constitute a default under,
the charter or by-laws of the Company or the terms of any indenture or
other material agreement or material instrument known to such counsel and
to which the Company or any of its subsidiaries is a party or bound, or any
order or regulation known to such counsel to be applicable to the Company
of any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Company;
(vi) the Indenture has been duly authorized, executed and delivered
by the Company and constitutes a legal, valid and binding instrument
enforceable against the Company in accordance with its terms (subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights generally
from time to time in effect and to general equitable principles); and the
Designated Securities have been duly authorized, executed, issued and
delivered by the Company and, when authenticated in accordance with the
provisions of the Indenture, will constitute the legal, valid and binding
obligations of the Company entitled to the benefits of the Indenture
(subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting creditors'
rights generally from time to time in effect and to general equitable
principles);
(vii) this Agreement and the Pricing Agreement, with respect to the
Designated Securities, have been duly authorized, executed and delivered by
the Company; and
(viii) to the best knowledge of such counsel, the material
incorporated by reference into the Registration Statement and the
Prospectus as amended and supplemented (other than the financial statements
and other financial and statistical information contained therein as to
which such counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act and the
Exchange Act and the respective rules thereunder; and such counsel has no
reason to believe that the Registration Statement at its effective date
contained any untrue statement of a material fact or omitted to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading or that, as of its date, the Prospectus
as amended or supplemented and any further amendments and supplements
thereto made by the Company (other than the financial statements and other
financial and statistical information contained therein as to which such
counsel need express no opinion) includes any untrue statement of a
material fact or omits to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.
-11-
<PAGE>
In rendering such opinion, such counsel may rely (A) as to matters involving the
application of laws of any jurisdiction other than the State of Illinois or the
laws of the United States, to the extent deemed proper and specified in such
opinion, upon the opinion of other counsel of good standing believed to be
reliable and who are reasonably satisfactory to counsel for the Representatives
and (B) as to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials.
(e) On the date of the Pricing Agreement for such Designated Securities
and at the Time of Delivery for such Designated Securities, Arthur Andersen &
Co. shall have furnished to the Representatives a letter, dated the effective
date of the Registration Statement or the date of the most recent report filed
with the Commission containing financial statements and incorporated by
reference in the Registration Statement, if the date of such report is later
than such effective date, and a letter dated such Time of Delivery,
respectively, to the effect set forth in Annex II hereto, and with respect to
such letter dated such Time of Delivery, as to such other matters as the
Representatives may reasonably request and in form and substance satisfactory to
the Representatives;
(f) The Company shall have furnished to the Representatives a certificate
of the Company, signed by the President and the principal financial or
accounting officer of the Company, dated as of the Time of Delivery of the
Designated Securities, to the effect that the signers of such certificate have
examined the Registration Statement, the Prospectus as amended or supplemented
and any further amendments and supplements thereto made by the Company prior to
the Time of Delivery for the Designated Securities and this Agreement and that:
(i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects on and as of the
date hereof with the same effect as if made on the date hereof and the
Company has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied as a condition to the
obligation of the Underwriters of the Designated Securities under the
Pricing Agreement relating thereto;
(ii) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or, to such officers' knowledge, threatened; and
(iii) since the date of the most recent financial statements included
in the Prospectus as amended or supplemented (exclusive of any further
amendments or supplements thereto), there has been no material adverse
change in the condition (financial or other), earnings,
-12-
<PAGE>
business or properties of the Company and its subsidiaries taken as a
whole, whether or not arising from transactions in the ordinary course of
business, except as set forth in or contemplated in the Prospectus
(exclusive of any further amendments or supplements thereto).
(g) On or after the date of the Pricing Agreement relating to the
Designated Securities and prior to the Time of Delivery thereof, (1) no
downgrading shall have occurred in the rating accorded the Company's debt
securities by any of Standard & Poor's Corporation, Moody's Investors Service,
Inc. or Duff & Phelps Credit Rating Co. and (2) none of such organizations shall
have publicly announced that it has under surveillance or review with possible
negative implications its rating of any of the Company's debt securities;
(h) On or after the date of the Pricing Agreement relating to the
Designated Securities and prior to the Time of Delivery thereof, there shall not
have occurred any of the following: (i) a suspension or material limitation in
trading in securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by either
Federal or New York State authorities; or (iii) the outbreak or material
escalation of hostilities involving the United States or the declaration by the
United States, on or after the date of such Pricing Agreement and prior to such
Time of Delivery, of a national emergency or war if the effect of any such event
specified in this clause (iii) in the judgment of the Representatives makes it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Designated Securities on the terms and in the manner contemplated in the
Prospectus as amended or supplemented; and
(i) The Company shall not have made, after the date of the Pricing
Agreement for any Designated Securities and prior to the Time of Delivery for
such Designated Securities, any amendment or supplement to the Registration
Statement or Prospectus as amended or supplemented which shall have been
reasonably disapproved by the Representatives for such Designated Securities.
8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject under the Act, the Exchange Act or any other
Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus, any
preliminary prospectus supplement, the Registration Statement, the Prospectus as
amended or supplemented and any other prospectus relating to the Securities, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact
-13-
<PAGE>
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or
defending any such action or claim; provided, however, that the Company shall
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission made in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration Statement,
the Prospectus as amended or supplemented and any other prospectus relating to
the Securities, or any such amendment or supplement in reliance upon and in
conformity with written information furnished to the Company by any Underwriter
of Designated Securities through the Representatives expressly for use in the
Prospectus as amended or supplemented relating to such Securities; and provided,
further, that, in the event that the Prospectus as amended or supplemented shall
have been further amended or supplemented and copies thereof, as so further
amended or supplemented, furnished to each Underwriter prior to the confirmation
of any sales of Designated Securities, such indemnity with respect to the
Prospectus as amended or supplemented shall not inure to the benefit of any
Underwriter from whom the person asserting any such loss, claim, damage or
liability purchased the Designated Securities which are the subject thereof if
such person did not, at or prior to the confirmation of the sale of Designated
Securities to such person, receive a copy of the Prospectus (excluding documents
incorporated by reference) as so further amended or supplemented and the untrue
statement or omission of a material fact contained in the Prospectus as amended
or supplemented was corrected in the Prospectus as so further amended or
supplemented.
(b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented and any other prospectus
relating to the Securities, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in any Preliminary Prospectus, any preliminary prospectus
supplement, the Registration Statement, the Prospectus as amended or
supplemented and any other prospectus relating to the Securities, or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through the
Representatives expressly for use therein; and will reimburse
-14-
<PAGE>
the Company for any legal or other expenses reasonably incurred by the Company
in connection with investigating or defending any such action or claim.
(c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), provided, however, that if the defendants in any such action include
both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall have
the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by you in the case of subsection (a),
representing the indemnified parties under such subsection (a) who are parties
to such action), (ii) the indemnifying party shall not have employed counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that, if
clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in
-15-
<PAGE>
subsection (a) is due in accordance with its terms but is for any reason held by
a court to be unavailable from the Company on grounds of policy or otherwise,
the Company and each of the Underwriters of the Designated Securities shall
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expense reasonably incurred in connection with investigating or
defending same) to which the Company and any of the Underwriters of the
Designated Securities may be subject in such proportion so that each of the
Underwriters of the Designated Securities is responsible for that portion
represented by the percentage that the aggregate discounts and commissions
received by such of the Underwriters of the Designated Securities in connection
with the Designated Securities from which such losses, claims, damages and
liabilities arise bears to the aggregate principal amount of such Designated
Securities sold and the Company are responsible for the balance; provided,
however, that (y) in no case shall any of the Underwriters of the Designated
Securities be responsible for any amount in excess of the discounts and
commissions received by such of the Underwriters of the Designated Securities in
connection with the Designated Securities from which such losses, claims,
damages and liabilities arise and (z) no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8, each person who controls any
of the Underwriters of Designated Securities within the meaning of the Act shall
have the same rights to contribution as you and each person who controls the
Company within the meaning of either the Act or the Exchange Act, each officer
of the Company who shall have signed the Registration Statement and each
director of the Company shall have the same rights to contribution as the
Company, subject in each case to clauses (y) and (z) of this paragraph (d). Any
party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of
which a claim for contribution may be made against another party or parties
under this paragraph (d), notify such party or parties from whom contribution
may be sought, but the omission to so notify such party or parties shall not
relieve the party or parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this paragraph
(d).
(e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.
-16-
<PAGE>
9. (a) If any Underwriter shall default in its obligation to purchase
the Designated Securities which it has agreed to purchase under the Pricing
Agreement relating to such Designated Securities, the Representatives may in
their discretion arrange for themselves or another party or other parties to
purchase such Designated Securities on the terms contained herein. If within
thirty-six hours after such default by any Underwriter the Representatives do
not arrange for the purchase of such Designated Securities, then the Company
shall be entitled to a further period of thirty-six hours within which to
procure another party or other parties satisfactory to the Representatives to
purchase such Designated Securities on such terms. In the event that, within the
respective prescribed period, the Representatives notify the Company that they
have so arranged for the purchase of such Designated Securities, or the Company
notifies the Representatives that it has so arranged for the purchase of such
Designated Securities, the Representatives or the Company shall have the right
to postpone the Time of Delivery for such Designated Securities for a period of
not more than seven days, in order to effect whatever changes may thereby be
made necessary in the Registration Statement or the Prospectus as amended or
supplemented, or in any other documents or arrangements, and the Company agrees
to file promptly any amendments or supplements to the Registration Statement or
the Prospectus which in the opinion of the Representatives may thereby be made
necessary. The term "Underwriter" as used in this Agreement shall include any
person substituted under this Section with like effect as if such person had
originally been a party to the Pricing Agreement with respect to such Designated
Securities.
(b) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of such Designated Securities which remains
unpurchased does not exceed one-eleventh of the aggregate principal amount of
the Designated Securities, then the Company shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of Designated
Securities which such Underwriter agreed to purchase under the Pricing Agreement
relating to such Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the principal
amount of Designated Securities which such Underwriter agreed to purchase under
such Pricing Agreement) of the Designated Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.
(c) If, after giving effect to any arrangements for the purchase of the
Designated Securities of a defaulting Underwriter or Underwriters by the
Representatives and the Company as provided in subsection (a) above, the
aggregate principal amount of Designated Securities which remains unpurchased
exceeds one-eleventh of the aggregate principal amount of the Designated
-17-
<PAGE>
Securities, as referred to in subsection (b) above, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Designated Securities of a defaulting Underwriter or
Underwriters, then the Pricing Agreement relating to such Designated Securities
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
and the Underwriters as provided in Section 6 hereof and the indemnity and
contribution agreements in Section 8 hereof; but nothing herein shall relieve a
defaulting Underwriter from liability for its default.
10. The respective indemnities, agreements, representations, warranties
and other statements of the Company and the several Underwriters, as set forth
in this Agreement or made by or on behalf of them, respectively, pursuant to
this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Securities.
11. If any Pricing Agreement shall be terminated pursuant to Section 9
hereof, the Company shall not then be under any liability to any Underwriter
with respect to the Designated Securities covered by such Pricing Agreement
except as provided in Section 6 and Section 8 hereof; but, if for any other
reason Designated Securities are not delivered by or on behalf of the Company as
provided herein, the Company will reimburse the Underwriters through the
Representatives for all out-of-pocket expenses approved in writing by the
Representatives, including the reasonable fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of such Designated Securities, but the Company shall then be
under no further liability to any Underwriter with respect to such Designated
Securities except as provided in Section 6 and Section 8 hereof.
12. In all dealings hereunder, the Representatives of the Underwriters of
Designated Securities shall act on behalf of each of such Underwriters, and the
parties hereto shall be entitled to act and rely upon any statement, request,
notice or agreement on behalf of any Underwriter made or given by such
Representatives jointly or by such of the Representatives, if any, as may be
designated for such purpose in the Pricing Agreement.
All statements, requests, notices and agreements hereunder shall be in
writing or by telegram or facsimile transmission if promptly confirmed in
writing, and if to the Underwriters shall be sufficient in all respects if
delivered or sent by registered mail to the address of the Representatives as
set forth in the Pricing Agreement; and if to the Company shall be
-18-
<PAGE>
sufficient in all respects if delivered or sent by registered mail to the
address of the Company set forth in the Registration Statement, Attention:
Treasurer; provided, however, that any notice to an Underwriter pursuant to
Section 8(c) hereof shall be delivered or sent by registered mail to such
Underwriter at its address set forth in its Underwriters' Questionnaire, or
telex constituting such Questionnaire, which address will be supplied to the
Company by the Representatives upon request.
13. This Agreement and each Pricing Agreement shall be binding upon, and
inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Section 8 and Section 10 hereof, the officers and directors of the
Company and each person who controls the Company or any Underwriter, and their
respective heirs, executors, administrators, successors and assigns, and no
other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign by reason merely of
such purchase.
14. Time shall be of the essence of each Pricing Agreement. "Business day"
as used herein shall mean any day when the Commission's office in Washington,
D.C. is normally open for business.
15. This Agreement and each Pricing Agreement shall be construed in
accordance with the laws of the State of New York.
16. This Agreement and each Pricing Agreement may be executed by any one
or more of the parties hereto and thereto in any number of counterparts, each of
which shall be deemed to be an original, but all such respective counterparts
shall together constitute one and the same instrument.
17. This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors and the officers and directors of
controlling persons referred to in Section 8 hereof, and no other person will
have any right or obligation hereunder.
[signature pages to follow]
-19-
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return six (6) counterparts hereof.
Very truly yours,
ILLINOIS BELL TELEPHONE COMPANY
By: /s/ Richard A. Kuzmar
--------------------------
Vice President -
Title: Controller
-------------------
-20-
<PAGE>
Accepted as of the date hereof:
/s/ Goldman, Sachs & Co.
- ------------------------------
Goldman, Sachs & Co.
on behalf of Goldman, Sachs & Co.
and the other several Underwriters
-21-
<PAGE>
ANNEX I
Pricing Agreement
-----------------
[Names of Representative(s)]
As Representatives of the several
Underwriters named in Schedule I hereto,
[ ]
[ ]
Dear Sirs:
Illinois Bell Telephone Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
______________,____ (the "Underwriting Agreement"), between the Company on the
one hand and [names of representative(s) named therein] on the other hand, to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty with respect to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus,
as the case may be, relating to the Designated Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the
<PAGE>
Company agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
the time and place and at the purchase price to the Underwriters set forth in
Schedule II hereto, the principal amount of Designated Securities set forth
opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us ___ counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
ILLINOIS BELL TELEPHONE COMPANY
By: __________________________
Title: _______________________
Accepted as of the date hereof:
[NAME(S) OF REPRESENTATIVE(S)]
By: ___________________________
on behalf of [name(s) of Representative(s)]
and the other several Underwriters
A-2
<PAGE>
SCHEDULE I
Principal Amount of
Designated securities
to be
Underwriter Purchased
----------- --------------------
[Name(s) of Representative(s)]...............
[Names of other Underwriters]
-------------
Total...................................... $____________
-------------
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
[ %] [Floating Rate] [Zero Coupon] [Notes]
[Debentures] [Warrants] due
AGGREGATE PRINCIPAL AMOUNT:
$
PRICE TO PUBLIC:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if any,
from to ]
PURCHASE PRICE BY UNDERWRITERS:
% of the principal amount of the Designated Securities, plus accrued
interest from to [and accrued amortization, if
any, from to ]
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
[New York] Clearing House (next day) [same day] funds
INDENTURE:
Indenture, dated _______ __, _______, between the Company and Harris Trust
and Savings Bank, as Trustee
MATURITY:
INTEREST RATE:
[ %] [Zero Coupon] [See Floating Rate Provisions]
INTEREST PAYMENT DATES:
[months and dates]
REDEMPTION PROVISIONS:
[No provisions for redemption]
<PAGE>
[The Designated Securities may be redeemed, otherwise than through the
sinking fund, in whole or in part at the option of the Company, in the
principal face amount of $ or an integral multiple thereof,
[on or after , at the following redemption prices (expressed in
percentages of principal amount). If [redeemed on or before , %
and if], redeemed during the 12-month period beginning
Redemption
Year Rate
---- ----------
and thereafter at 100% of their principal amount, together in each case
with accrued interest to the redemption date.]
[On any interest payment date falling or after , , at the election of
the Company, at a redemption price equal to the principal amount thereof,
plus accrued interest to the date of redemption.]
[Other possible redemption provisions, such as mandatory redemption upon
occurrence of certain events or redemption for changes in tax law]
[Restriction on refunding]
SINKING FUND PROVISIONS:
[No sinking fund provisions]
[The Designated Securities are entitled to the benefit of a sinking fund to
retire $ principal amount of Designated Securities on
in each of the years [ ] through [ ] at 100% of their principal
amount plus accrued interest] [, together with [cumulative] [non-
cumulative] redemptions at the option of the Company to retire an
additional $ principal amount of Designated Securities in the
years through at 100% of their principal amount plus accrued
interest.]
[IF SECURITIES ARE EXTENDABLE DEBT SECURITIES, INSERT --
EXTENDABLE PROVISIONS:
Securities are repayable on , [insert date and years], at the
option of the holder, at their principal amount with accrued interest.
Initial annual interest rate will be
-2-
<PAGE>
%, and thereafter annual interest rate will be adjusted on ,
and to a rate not less than % of the effective annual interest rate
on U.S. Treasury obligations with -year maturities as of the [insert
date 15 days prior to maturity date] prior to such [insert maturity date].]
IF SECURITIES ARE FLOATING RATE DEBT SECURITIES, INSERT --
FLOATING RATE PROVISIONS:
Initial annual interest rate will be % through
[and thereafter will be adjusted [monthly] [on each , , and
] [to an annual rate of % above the average rate for -year
[month] [securities] [certificates of deposit] by and [insert names of
banks].] [and the annual interest rate [thereafter] [from
through ] will be the interest yield equivalent of the weekly average
per annum market discount rate for -month Treasury bills plus of
Interest Differential (the excess, if any, of (i) then current weekly
average per annum secondary market yield for -month certificate of
deposit over (ii) then current interest yield equivalent of the weekly
average per annum market discount rate from -month Treasury
bills); (from and thereafter the rate will be the then
current interest yield equivalent plus % of Interest Differential].]
TIME OF DELIVERY:
CLOSING LOCATION:
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives:
Address for Notices, etc.:
[OTHER TERMS]:
-3-
<PAGE>
ANNEX II
(1) They are independent accountants within the meaning of the Act
and the Exchange Act and the respective applicable published rules and
regulations thereunder.
(2) In their opinion, the audited financial statements, financial
statement schedules and pro forma financial statements, if any, included or
incorporated in the Registration Statement and the Prospectus and reported on by
them comply in form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the related published rules and
regulations;
(3) On the basis of a reading of the latest unaudited financial
statements made available by the Company, the carrying out of certain specified
procedures (but not an examination in accordance with generally accepted
auditing standards) which would not necessarily reveal matters of significance
with respect to the comments set forth in such letter, a reading of the
resolutions of the sole stockholder of the Company and inquiries of certain
officials of the Company who have responsibility for financial and accounting
matters of the Company as to transactions and events subsequent to the date of
the most recent audited financial statements included or incorporated in the
Prospectus, nothing came to their attention which caused them to believe that:
(a) any unaudited financial statements included or incorporated in the
Registration Statement and the Prospectus do not comply in form in all
material respects with applicable accounting requirements and with the
published rules and regulations of the Commission with respect to financial
statements included or incorporated in quarterly reports on Form 10-Q under
the Exchange Act; and said unaudited financial statements are not in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited financial statements
included or incorporated in the Registration Statement and the Prospectus;
(b) with respect to the period subsequent to the date of the most
recent financial statements (other than any capsule information), audited
or unaudited, in or incorporated in the Registration Statement and the
Prospectus, there were any changes, at a specified date not more than five
business days prior to the date of the letter, in the long-term debt of the
Company or capital stock of the Company or decreases in the stockholder's
equity of the Company as compared with the amounts shown on the most recent
consolidated balance sheet included or incorporated in the Registration
Statement and the Prospectus, or for the period from the date of the most
recent financial statements included or incorporated in the Registration
Statement and the Prospectus to such specified date there were any
decreases, as compared with the corresponding period in the preceding year
in net revenues or
<PAGE>
income before income taxes or in total or per share amounts of net income
of the Company and its subsidiaries, except in all instances for changes or
decreases set forth in such letter, in which case the letter shall be
accompanied by an explanation by the Company as to the significance thereof
unless said explanation is not deemed necessary by the Representatives; or
(c) the amounts included in any unaudited "capsule" information
included or incorporated in the Registration Statement and the Prospectus
do not agree with the amounts set forth in the unaudited financial
statements for the same periods or were not determined on a basis
substantially consistent with that of the corresponding amounts in the
audited financial statements included or incorporated in the Registration
Statement and the Prospectus;
(4) In addition to their examination referred to in their report included
or incorporated by reference in the Registration Statement and Prospectus and
the procedures referred to in (3) above, they have performed certain other
specified procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature (which is limited
to accounting, financial or statistical information derived from the general
accounting records of the Company) set forth in the Registration Statement and
the Prospectus and in Exhibit 12 to the Registration Statement, including
certain information specified by the Representatives and agreed to by Arthur
Andersen & Co. included or incorporated in Items 1, 2, 6, 7 and 11 of the
Company's Annual Report on Form 10-K, incorporated in the Registration Statement
and the Prospectus, and the information included in the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form 10-Q, incorporated in
the Registration Statement and the Prospectus, agrees with the accounting
records of the Company, excluding any questions of legal interpretation.
(5) If unaudited pro forma financial statements are included or
incorporated in the Registration Statement and the Prospectus, on the basis of a
reading of the unaudited pro forma financial statements, carrying out certain
specified procedures, inquiries of certain officials of the Company and the
acquired company who have responsibility for financial and accounting matters,
and proving the arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in the pro forma financial statements,
nothing came to their attention which caused them to believe that the pro forma
financial statements do not comply in form in all material respects with the
applicable accounting requirements of Rule 11-02 of Regulation S-X or that the
pro forma adjustments have not been properly applied to the historical amounts
in the compilation of such statements.
-2-
<PAGE>
EXHIBIT 1-D
-----------
Pricing Agreement
-----------------
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
as Representatives of the several
Underwriters named in Schedule I hereto,
January 28, 1994
Dear Sirs:
Illinois Bell Telephone Company (the "Company") proposes, subject to the
terms and conditions stated herein and in the Underwriting Agreement, dated
January 28, 1994 (the "Underwriting Agreement"), between the Company on the one
hand and Goldman, Sachs & Co. on the other hand, to issue and sell to the
Underwriters named in Schedule I hereto (the "Underwriters") the Securities
specified in Schedule II hereto (the "Designated Securities"). Each of the
provisions of the Underwriting Agreement is incorporated herein by reference in
its entirety, and shall be deemed to be a part of this Agreement to the same
extent as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Pricing Agreement, except that each
representation and warranty with respect to the Prospectus in Section 2 of the
Underwriting Agreement shall be deemed to be a representation or warranty as of
the date of the Underwriting Agreement in relation to the Prospectus (as therein
defined), and also a representation and warranty as of the date of this Pricing
Agreement in relation to the Prospectus as amended or supplemented relating to
the Designated Securities which are the subject of this Pricing Agreement. Each
reference to the Representatives herein and in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
-1-
<PAGE>
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
-2-
<PAGE>
If the foregoing is in accordance with your understanding, please sign and
return to us six (6) counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination, upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
Very truly yours,
ILLINOIS BELL TELEPHONE COMPANY
By: /s/ Richard A. Kuzmar
--------------------------
Vice President -
Title: Controller
-------------------
-3-
<PAGE>
Accepted as of the date hereof:
/s/ Goldman, Sachs & Co.
-------------------------------
Goldman, Sachs & Co.
on behalf of Goldman, Sachs & Co. and
Citicorp Securities, Inc.
-4-
<PAGE>
SCHEDULE I
<TABLE>
<CAPTION>
Principal Amount of
Designated Securities
to be Purchased
------------------
Underwriter Notes
- ------------ ------------------
<S> <C>
Goldman, Sachs & Co. $ 75,000,000
Citicorp Securities, Inc. $ 25,000,000
------------
Total $100,000,000
</TABLE>
<PAGE>
SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
5.80% Notes due February 1, 2004 (the "Notes")
AGGREGATE PRINCIPAL AMOUNT:
$100,000,000
PRICE TO PUBLIC:
99.495% of the principal amount of the Notes, plus accrued interest from
February 1, 1994
PURCHASE PRICE BY UNDERWRITERS:
99.245% of the principal amount of the Notes, plus accrued interest from
February 1, 1994
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds
INDENTURE:
Indenture, dated as of September 1, 1992, between the Company and Harris
Trust and Savings Bank, as Trustee
MATURITY:
February 1, 2004
INTEREST RATE:
5.80% per annum
INTEREST PAYMENT DATES:
Semi-annual interest payments February 1 and August 1, commencing August 1,
1994
REDEMPTION PROVISIONS:
N/A
SINKING FUNDS PROVISIONS:
N/A
EXTENDABLE PROVISIONS:
N/A
TIME OF DELIVERY: 9:30 a.m., Chicago time, February 4, 1994
<PAGE>
CLOSING LOCATION: Winston & Strawn
35 W. Wacker Drive
Chicago, Illinois 60601
NAMES AND ADDRESSES OF REPRESENTATIVES:
Designated Representatives: Goldman, Sachs & Co.
Address for Notices, etc.: 85 Broad Street
New York, New York 10004
OTHER TERMS:
The Representatives waive delivery of the letter specified in Section 7(e)
of the Underwriting Agreement to be furnished on the date of this Pricing
Agreement to the Representatives by Arthur Andersen & Co.
<PAGE>
EXHIBIT 4-A
-----------
ILLINOIS BELL TELEPHONE COMPANY
Officer's Certificate
The undersigned officer of ILLINOIS BELL TELEPHONE COMPANY, an Illinois
corporation (the "Company"), does hereby certify as follows:
(a) The undersigned has read the Indenture dated as of September 1, 1992
(the "Indenture") between the Company and Harris Trust and Savings Bank, as
Trustee (the "Trustee"), including Section 301 thereof, and the definitions in
such Indenture relating thereto and has reviewed such other corporate documents
and records relating to the matters referred to herein, and, in the opinion of
the undersigned, has made such examination or investigation as is necessary to
enable him to express an informed opinion on the matters set forth below.
(b) Ameritech Corporation, a Delaware corporation and the sole shareholder
of the Company, has previously adopted resolutions (as defined in the Indenture
and herein called the "Resolutions"), copies of which are set forth as Exhibit A
hereto, authorizing the Company to issue up to $550,000,000 in aggregate
principal amount of its debt securities (the "Debt Securities").
(c) The undersigned, who is a "Designated Officer" within the meaning of
the Resolutions, is authorized pursuant to the Resolutions to establish the
terms and conditions of the Debt Securities.
(d) A series of Debt Securities of the Company entitled the 6 5/8%
Debentures Due February 1, 2025 (the "Debentures") to be issued under the
Indenture is hereby established, and the terms and conditions thereof are set
forth in Exhibit B hereto. Such Exhibit B is hereby incorporated herein by this
reference as if fully set forth in this place.
(e) All conditions precedent provided for in the Indenture relating to the
establishment of the Debentures have been complied with.
(f) In the opinion of the undersigned, Section 301 of the Indenture has
been complied with in the establishment of the Debentures and the terms and
conditions thereof.
<PAGE>
IN WITNESS WHEREOF, the undersigned on behalf of the Company has placed his
hand this 4th day of February, 1994.
----------------------------
Title: Treasurer
<PAGE>
EXHIBIT A
RESOLUTIONS
OF
THE SOLE SHAREHOLDER
OF
ILLINOIS BELL TELEPHONE COMPANY
Ameritech Corporation, being the sole shareholder (the "Sole Shareholder") of
Illinois Bell Telephone Company, an Illinois corporation (the "Corporation"),
pursuant to Chapter 805, Section 5/7.10 of the Illinois Compiled Statutes
(1992), hereby consents to the following actions and adopts the following
resolutions by written consent:
WHEREAS, on June 5, 1992, the Sole Shareholder adopted resolutions which
approved the issuance by the Corporation, from time to time of its debt
securities and other evidences of indebtedness in an aggregate principal amount
not to exceed $300,000,000; and
WHEREAS, the Sole Shareholder wishes to approve the issuance by the
Corporation of up to an additional $550,000,000 of its debt securities and other
evidences of indebtedness;
NOW, THEREFORE, BE IT RESOLVED that the Corporation is authorized, subject to
the limitations set forth below, to create, issue and sell such debt securities
and other evidences of indebtedness on such terms and conditions as shall be
determined by these and any further resolutions of the Sole Shareholder and by
the designated officers of the Corporation (the "Designated Officers") appointed
by, and acting pursuant to the authorization of, these and such further
resolutions.
DESIGNATED OFFICERS
RESOLVED FURTHER, that the Designated Officers shall consist of the
President, any Vice President and the Treasurer of the Corporation and that any
one or two such Designated Officers, acting individually or jointly, as
specified in these or any further resolutions, be, and hereby is or are,
authorized to exercise any of the power and authority delegated to the
Designated Officer or Designated Officers by these and such further
resolutions.
DEBT SECURITIES
RESOLVED FURTHER, that the Corporation is hereby authorized to issue and sell
in a public offering, at one time or from time to time, up to $650,000,000 in
<PAGE>
aggregate principal amount (excluding the amount of any original issue discount)
of indebtedness (which includes $100,000,000 unissued debt securities of the
previously authorized $300,000,000 of debt securities) consisting of its
debentures, notes and/or other unsecured evidences of indebtedness, or any
combination thereof, and/or warrants or rights to purchase any of the foregoing
(collectively, the "Debt Securities").
RESOLVED FURTHER, that any of the Designated Officers, acting individually, is
hereby authorized to prepare, or cause to be prepared, with the advice of
counsel, execute in the name and on behalf of the Corporation and cause to be
filed with the Illinois Commerce Commission, an application for authority to
issue and sell such Debt Securities, accompanied by necessary or appropriate
exhibits and supplemental information.
RESOLVED FURTHER, that any of the Designated Officers, acting individually, is
hereby authorized to prepare, or cause to be prepared, with the advice of
counsel, execute in the name and on behalf of the Corporation and cause to be
filed with the Securities and Exchange Commission a Registration Statement on
Form S-3 (the "Registration Statement"), including a prospectus set forth
therein and accompanied by necessary or appropriate exhibits and supplemental
information, for the purpose of registering the Debt Securities under the
Securities Act of 1933, as amended (the "1933 Act"), and all supplements and/or
amendments to the Registration Statement, accompanied by necessary or
appropriate exhibits and supplemental information, as any of the Designated
Officers, acting individually, shall deem necessary or appropriate.
RESOLVED FURTHER, that any one of the Designated Officers may from time to
time establish one or more series of the Debt Securities and upon and after such
establishment of a series may take such further action with respect to the
establishment of the terms and conditions with respect to each such series,
including without limitation the timing of any sale or sales of Debt Securities,
the precise amount of Debt Securities to be issued and sold at various times,
the price and interest rate or rates, be they fixed or variable, at which the
various Debt Securities are to be issued and sold, the sinking fund, if any
with respect to such Debt Securities, the redemption rights, if any, of the
Corporation and the related redemption prices and any limitations on such
redemptions, the rights, if any, of holders to require repayment of the Debt
Securities by the Corporation, the restrictive covenants, if any, to be imposed
upon the Corporation relating to any of the Debt Securities, the underwriting
commissions or placement fees, if any, to be paid to underwriters, dealers and/
or placement agents in connection therewith, and such other terms, conditions
and provisions as shall be necessary or appropriate, and any one of such
Designated Officers, acting individually, is hereby authorized thereafter to
exercise all of the powers and authority of the Corporation in respect of the
establishment of the terms and conditions relating to such series of Debt
Securities and all other matters relating to such series of the Debt Securities.
2
<PAGE>
RESOLVED FURTHER, that it is desirable and in the best interests of the
Corporation that the Debt Securities be qualified or registered for sale in the
various States; that any of the Designated Officers, acting individually, is
hereby authorized to determine the States in which appropriate action shall be
taken to qualify or register for sale all or such part of the Debt Securities as
said Designated Officer may deem advisable or appropriate; and that any of the
Designated Officers, acting individually, is hereby authorized to perform on
behalf of the Corporation any and all such acts as he or she may deem necessary
or appropriate in order to comply with the applicable laws of any such States,
and in connection therewith to execute and file all requisite papers and
documents, including, but not limited to, applications, reports, surety bonds,
irrevocable consents and appointments of attorneys for service of process; and
that the execution by any such Designated Officer of any such paper or document
or the doing by him or her of any act in connection with the foregoing matters
shall conclusively establish his or her authority therefor from the Corporation
and the approval or ratification by the Corporation of the papers and documents
so executed and the action so taken.
RESOLVED FURTHER, that the execution and delivery on behalf of the
Corporation of one or more distribution or sales agency agreements relating to
the placement of any Debt Securities by one or more investment banking firms or
of one or more underwriting agreements relating to the purchase of any of the
Debt Securities for resale by one or more investment banking firms are hereby
authorized and approved, and any of the Designated Officers acting individually
is hereby authorized to execute and deliver such agreements in such forms as the
Designated Officer executing the same may approve, such approval to be
conclusively evidenced by his or her execution and delivery of such agreements.
RESOLVED FURTHER, that any of the Designated Officers, acting individually,
is hereby authorized to execute and deliver on behalf of the Corporation any
supplemental indentures contemplated by that certain Indenture dated as of
September 1, 1992 (the "Indenture") between the Corporation and the Harris Trust
and Savings Bank, as Trustee, in such form as the Designated Officer executing
any such instrument may approve, such approval and the approval of the
Corporation to be conclusively evidenced by his or her execution and delivery
thereof; and that any of the Designated Officers, acting individually, is hereby
authorized to execute and deliver instruments evidencing any of the Debt
Securities, by facsimile or manual signature, the form of such instruments to be
substantially as set forth in the Indenture or any supplemental indenture
contemplated therein.
RESOLVED FURTHER, that for each portion of the Debt Securities which any of
the Designated Officers, acting individually, shall determine to list for
trading on the New York Stock Exchange, Inc., or any other national securities
exchange or other trading facility, such Designated Officer is hereby authorized
and directed to cause such portion of the Debt Securities to be listed on the
New York Stock Exchange, Inc., or such other national securities exchange or
other trading facility, and to perform all acts necessary or appropriate to
effectuate such listing, including
3
<PAGE>
preparing, or causing to be prepared, with the advice of counsel, and executing
a listing application and related agreements, including, but not limited to an
indemnification agreement in the form prescribed by the New York Stock
Exchange, Inc., or such other national securities exchange or other trading
facility, relating to losses, liabilities, claims, damages or expenses arising
out of reliance on the authenticity of facsimile signatures on the instruments
evidencing such portion of the Debt Securities or arising out of other matters,
and to make such changes in any of such agreements, or additions thereto, as
may be necessary or appropriate to effect such listing, and to appear before
such exchange or trading facility or any board or committee thereof.
RESOLVED FURTHER, that any of the Designated Officers is hereby authorized
to perform all such acts and deeds and to prepare, execute, deliver and/or file
all such agreements, documents, undertakings, certificates, instruments and
other papers in the name and on behalf of the Corporation as he or she shall
deem necessary or appropriate, and incur such expenses as he or she deems
necessary or appropriate, in order to carry out the purpose and intent of any
and all provisions of the foregoing resolutions; and all such acts by the
Designated Officers, or any of them, whether heretofore or hereafter done or
performed, which are in accordance with the purpose and intent of these
resolutions, are hereby ratified, confirmed and approved in all respects.
RESOLVED FURTHER, that the Corporation shall be deemed and conclusively
presumed by the foregoing resolutions to have adopted any resolutions not
inconsistent with these resolutions that may be required or requested by any
governmental agency, administration, commission, or department of the United
States of America or any State thereof or any other person or entity in
connection with the registration, qualification, exemption from registration or
qualification, creation, issuance, offering, sale, delivery or trading of the
Debt Securities, and the Secretary or any Assistant Secretary of the Corporation
is hereby authorized to certify the adoption by the Corporation of any form of
resolution not inconsistent with these resolutions that may be required or
requested by any governmental agency, administration, commission, or department
of the United States of America or any State thereof or any other person or
entity in connection with the registration, qualification, exemption from
registration or qualification, creation, issuance, offering, sale, delivery or
trading of said Debt Securities, with a copy of any such resolutions to be
included in the records of the Corporation.
[SIGNATURE PAGE FOLLOWS]
4
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of
the 26th day of May, 1993.
AMERITECH CORPORATION
By: /s/ Richard H. Brown
---------------------
Richard H. Brown
Vice Chairman
5
<PAGE>
EXHIBIT B
The Debentures shall have the following terms and conditions
(capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Indenture):
a. The Debentures will represent unsecured and unsubordinated
obligations of the Company and will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company.
b. The Debentures will be limited to $100,000,000 aggregate
principal amount and will mature on February 1, 2025. The Debentures will bear
interest at the rate of 6 5/8% per annum from February 1, 1994 or from the most
recent Interest Payment Date to which interest has been paid or provided for,
payable semi-annually on February 1 and August 1 of each year (each an "Interest
Payment Date"), commencing August 1, 1994, to the persons in whose names such
Debentures were registered at the close of business on the next preceding
January 15 and July 15, respectively (each a "Regular Record Date").
c. Until the Debentures are paid or payment thereof is duly provided
for, the Company will, at all times, maintain a paying agent (the "Paying
Agent") in The City of New York, New York or Chicago, Illinois capable of
performing the duties described herein to be performed by the Paying Agent. The
Company has initially appointed Harris Trust and Savings Bank, 311 West Monroe
Street, Chicago, Illinois 60606, as the Paying Agent.
d. Any payment otherwise required to be made in respect of a
Debenture on a date that is not a Business Day for such Debenture need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on such date, and no additional interest shall
accrue as a result of such delayed payment.
e. The Debentures are not entitled to any sinking fund.
<PAGE>
f. The Debentures will not be redeemable prior to February 1, 2004;
on and after that date and prior to maturity, on not less than 30 days' nor more
than 60 days' notice given as provided in the Indenture, the Debentures will be
redeemable, at the option of the Company, as a whole at any time or in part from
time to time, at the following redemption prices (expressed as percentages of
principal amount) for the twelve-month period beginning February 1 of the years
indicated below, together with accrued interest to the date of redemption:
<TABLE>
<CAPTION>
Redemption Redemption
Year Price Year Price
- ---- ---------- ---- ----------
<S> <C> <C> <C>
2004.............. 101.904% 2009............... 100.952%
2005.............. 101.714% 2010............... 100.762%
2006.............. 101.523% 2011............... 100.571%
2007.............. 101.333% 2012............... 100.381%
2008.............. 101.142% 2013............... 100.190%
</TABLE>
and thereafter at 100% of the principal amount.
g. The Debentures will be issued initially in the form of fully
registered global securities which will be deposited with, or on behalf of,
The Depository Trust Company, New York, New York (the "Depository"), and
registered in the name of the Depository's nominee. Except as set forth in
the Indenture or in the Prospectus dated August 24, 1993 or in the Prospectus
Supplement dated January 28, 1994, the Debentures will not be issuable in
certificated form.
h. Settlement for the Debentures will be made by Lehman Brothers Inc.
in immediately available funds. All payments of principal and interest will be
made by the Company in immediately available funds.
<PAGE>
Exhibit 4-b
-----------
ILLINOIS COMMERCE COMMISSION
Identification No. 5850
ILLINOIS BELL TELEPHONE COMPANY
6 5/8% DEBENTURES DUE FEBRUARY 1, 2025
CUSIP No. 451794AT8
No. R-1 U.S. $ 100,000,000
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ILLINOIS BELL TELEPHONE COMPANY, a corporation duly organized and
existing under the laws of Illinois (herein called the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ONE HUNDRED MILLION UNITED STATES DOLLARS
($100,000,000) on February 1, 2025 and to pay interest thereon from and
including February 1, 1994, or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for in arrears.
Interest will be paid semi-annually in arrears on February 1 and August 1 in
each year (each an "Interest Payment Date") commencing August 1, 1994, at the
rate of 6 5/8% per annum, until the principal hereof is paid or made available
for payment, and (to the extent that the payment shall be legally enforceable)
interest shall accrue on any overdue principal at the rate per annum in effect
at the time such principal was due and payable. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Dates for such interest, which shall be the January 15 and
July 15, respectively (whether or not a Business Day), next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities
<PAGE>
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture. Payment of the principal of and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in
Chicago, Illinois or the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at
the option of the Company payment may be made by wire transfer to an account
maintained by such Person with a bank in the continental United States (so long
as the Company has received proper transfer instructions in writing).
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
[signatures on following page]
-2-
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
ILLINOIS BELL TELEPHONE COMPANY
DATED: February 4, 1994 By:____________________________
Authorized Officer
[Seal]
ATTEST:
- ------------------------------
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated and referred
to in the within-mentioned Indenture.
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By:____________________________
Authorized Officer
-3-
<PAGE>
ILLINOIS BELL TELEPHONE COMPANY
6 5/8% DEBENTURES DUE FEBRUARY 1, 2025
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 1, 1992 (herein called the
"Indenture"), between the Company and Harris Trust and Savings Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto (and
each Officer's Certificate delivered to the Trustee thereunder) reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.
Interest payments for this Security will include interest accrued to,
but excluding, the Interest Payment Dates. Interest payments on this Security
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
This Security will not be redeemable prior to February 1, 2004; on and
after that date and prior to maturity, on not less than 30 days' nor more than
60 days' notice given as provided in the Indenture, this Security will be
redeemable, at the option of the Company, as a whole at any time or in part from
time to time, at the following redemption prices (expressed as percentages of
the principal amount) for the twelve-month period beginning February 1 of the
years indicated below, together with accrued interest to the date of redemption:
<TABLE>
<CAPTION>
Redemption Redemption
Year Price Year Price
- ---- ---------- ---- ----------
<S> <C> <C> <C>
2004................ 101.904% 2009.............. 100.952%
2005................ 101.714% 2010.............. 100.762%
2006................ 101.523% 2011.............. 100.571%
2007................ 101.333% 2012.............. 100.381%
2008................ 101.142% 2013.............. 100.190%
</TABLE>
and thereafter at 100% of the principal amount.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
-4-
<PAGE>
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in Chicago, Illinois, or the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Securities
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate
-5-
<PAGE>
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form,
without coupons, in denominations of $1,000 and any integral multiple of $1,000
in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth and to the limitations described below, if
applicable, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of the series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
This Security is exchangeable only if (x) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for this global
Security or if at any time the Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Security shall be
exchangeable for certificated Securities in registered form or (z) an Event of
Default, or an event which with the passage of time or the giving of notice
would become an Event of Default, with respect to the Securities represented
hereby has occurred and is continuing, provided that the certificated Securities
so issued in exchange for this permanent global Security shall be in
denominations of $1,000 and any integral multiple of $1,000 in excess thereof
and be of like aggregate principal amount and tenor as the portion of this
permanent global Security to be exchanged, and provided further that, unless the
Company agrees otherwise, Securities of this series in certificated registered
form will be issued in exchange for this permanent global Security, or any
portion hereof, only if such Securities in certificated registered form were
requested by written notice to the Trustee or the Security Registrar by or on
behalf of a Person who is beneficial owner of an interest hereof given through
the Holder hereof. Except as provided above, owners of beneficial interests in
this permanent global Security will not be entitled to receive physical delivery
of Securities in certificated registered form and will not be considered the
Holders thereof for any purpose under the Indenture.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and this Security shall be governed by and construed in
accordance with the internal laws (as opposed to conflicts of law provisions) of
the State of Illinois.
-6-
<PAGE>
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture, as supplemented by
any supplemental indenture and each Officer's Certificate delivered to the
Trustee thereunder.
-7-
<PAGE>
____________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -
____________________ Custodian ____________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
____________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------------
- ------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated: ______________________________
Signature
Signature Guaranteed By:
______________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
-8-
<PAGE>
EXHIBIT 4-C
-----------
ILLINOIS BELL TELEPHONE COMPANY
Officer's Certificate
The undersigned officer of ILLINOIS BELL TELEPHONE COMPANY, an Illinois
corporation (the "Company"), does hereby certify as follows:
(a) The undersigned has read the Indenture dated as of September 1, 1992
(the "Indenture") between the Company and Harris Trust and Savings Bank, as
Trustee (the "Trustee"), including Section 301 thereof, and the definitions in
such Indenture relating thereto and has reviewed such other corporate documents
and records relating to the matters referred to herein, and, in the opinion of
the undersigned, has made such examination or investigation as is necessary to
enable him to express an informed opinion on the matters set forth below.
(b) Ameritech Corporation, a Delaware corporation and the sole shareholder
of the Company, has previously adopted resolutions (as defined in the Indenture
and herein called the "Resolutions"), copies of which are set forth as Exhibit A
hereto, authorizing the Company to issue up to $550,000,000 in aggregate
principal amount of its debt securities (the "Debt Securities").
(c) The undersigned, who is a "Designated Officer" within the meaning of
the Resolutions, is authorized pursuant to the Resolutions to establish the
terms and conditions of the Debt Securities.
(d) A series of Debt Securities of the Company entitled the 5.80% Notes
Due February 1, 2004 (the "Notes") to be issued under the Indenture is hereby
established, and the terms and conditions thereof are set forth in Exhibit B
hereto. Such Exhibit B is hereby incorporated herein by this reference as if
fully set forth in this place.
(e) All conditions precedent provided for in the Indenture relating to the
establishment of the Notes have been complied with.
(f) In the opinion of the undersigned, Section 301 of the Indenture has
been complied with in the establishment of the Notes and the terms and
conditions thereof.
-1-
<PAGE>
IN WITNESS WHEREOF, the undersigned on behalf of the Company has placed his
hand this 4th day of February, 1994.
___________________________________
Title: Treasurer
-2-
<PAGE>
EXHIBIT A
RESOLUTIONS
OF
THE SOLE SHAREHOLDER
OF
ILLINOIS BELL TELEPHONE COMPANY
Ameritech Corporation, being the sole shareholder (the "Sole Shareholder") of
Illinois Bell Telephone Company, an Illinois corporation (the "Corporation"),
pursuant to Chapter 805, Section 5/7.10 of the Illinois Compiled Statutes
(1992), hereby consents to the following actions and adopts the following
resolutions by written consent:
WHEREAS, on June 5, 1992, the Sole Shareholder adopted resolutions which
approved the issuance by the Corporation, from time to time of its debt
securities and other evidences of indebtedness in an aggregate principal amount
not to exceed $300,000,000; and
WHEREAS, the Sole Shareholder wishes to approve the issuance by the
Corporation of up to an additional $550,000,000 of its debt securities and other
evidences of indebtedness;
NOW, THEREFORE, BE IT RESOLVED that the Corporation is authorized, subject to
the limitations set forth below, to create, issue and sell such debt securities
and other evidences of indebtedness on such terms and conditions as shall be
determined by these and any further resolutions of the Sole Shareholder and by
the designated officers of the Corporation (the "Designated Officers") appointed
by, and acting pursuant to the authorization of, these and such further
resolutions.
DESIGNATED OFFICERS
RESOLVED FURTHER, that the Designated Officers shall consist of the
President, any Vice President and the Treasurer of the Corporation and that any
one or two such Designated Officers, acting individually or jointly, as
specified in these or any further resolutions, be, and hereby is or are,
authorized to exercise any of the power and authority delegated to the
Designated Officer or Designated Officers by these and such further
resolutions.
DEBT SECURITIES
RESOLVED FURTHER, that the Corporation is hereby authorized to issue and sell
in a public offering, at one time or from time to time, up to $650,000,000 in
<PAGE>
aggregate principal amount (excluding the amount of any original issue discount)
of indebtedness (which includes $100,000,000 unissued debt securities of the
previously authorized $300,000,000 of debt securities) consisting of its
debentures, notes and/or other unsecured evidences of indebtedness, or any
combination thereof, and/or warrants or rights to purchase any of the foregoing
(collectively, the "Debt Securities").
RESOLVED FURTHER, that any of the Designated Officers, acting individually, is
hereby authorized to prepare, or cause to be prepared, with the advice of
counsel, execute in the name and on behalf of the Corporation and cause to be
filed with the Illinois Commerce Commission, an application for authority to
issue and sell such Debt Securities, accompanied by necessary or appropriate
exhibits and supplemental information.
RESOLVED FURTHER, that any of the Designated Officers, acting individually, is
hereby authorized to prepare, or cause to be prepared, with the advice of
counsel, execute in the name and on behalf of the Corporation and cause to be
filed with the Securities and Exchange Commission a Registration Statement on
Form S-3 (the "Registration Statement"), including a prospectus set forth
therein and accompanied by necessary or appropriate exhibits and supplemental
information, for the purpose of registering the Debt Securities under the
Securities Act of 1933, as amended (the "1933 Act"), and all supplements and/or
amendments to the Registration Statement, accompanied by necessary or
appropriate exhibits and supplemental information, as any of the Designated
Officers, acting individually, shall deem necessary or appropriate.
RESOLVED FURTHER, that any one of the Designated Officers may from time to
time establish one or more series of the Debt Securities and upon and after such
establishment of a series may take such further action with respect to the
establishment of the terms and conditions with respect to each such series,
including without limitation the timing of any sale or sales of Debt Securities,
the precise amount of Debt Securities to be issued and sold at various times,
the price and interest rate or rates, be they fixed or variable, at which the
various Debt Securities are to be issued and sold, the sinking fund, if any
with respect to such Debt Securities, the redemption rights, if any, of the
Corporation and the related redemption prices and any limitations on such
redemptions, the rights, if any, of holders to require repayment of the Debt
Securities by the Corporation, the restrictive covenants, if any, to be imposed
upon the Corporation relating to any of the Debt Securities, the underwriting
commissions or placement fees, if any, to be paid to underwriters, dealers and/
or placement agents in connection therewith, and such other terms, conditions
and provisions as shall be necessary or appropriate, and any one of such
Designated Officers, acting individually, is hereby authorized thereafter to
exercise all of the powers and authority of the Corporation in respect of the
establishment of the terms and conditions relating to such series of Debt
Securities and all other matters relating to such series of the Debt Securities.
2
<PAGE>
RESOLVED FURTHER, that it is desirable and in the best interests of the
Corporation that the Debt Securities be qualified or registered for sale in the
various States; that any of the Designated Officers, acting individually, is
hereby authorized to determine the States in which appropriate action shall be
taken to qualify or register for sale all or such part of the Debt Securities as
said Designated Officer may deem advisable or appropriate; and that any of the
Designated Officers, acting individually, is hereby authorized to perform on
behalf of the Corporation any and all such acts as he or she may deem necessary
or appropriate in order to comply with the applicable laws of any such States,
and in connection therewith to execute and file all requisite papers and
documents, including, but not limited to, applications, reports, surety bonds,
irrevocable consents and appointments of attorneys for service of process; and
that the execution by any such Designated Officer of any such paper or document
or the doing by him or her of any act in connection with the foregoing matters
shall conclusively establish his or her authority therefor from the Corporation
and the approval or ratification by the Corporation of the papers and documents
so executed and the action so taken.
RESOLVED FURTHER, that the execution and delivery on behalf of the
Corporation of one or more distribution or sales agency agreements relating to
the placement of any Debt Securities by one or more investment banking firms or
of one or more underwriting agreements relating to the purchase of any of the
Debt Securities for resale by one or more investment banking firms are hereby
authorized and approved, and any of the Designated Officers acting individually
is hereby authorized to execute and deliver such agreements in such forms as the
Designated Officer executing the same may approve, such approval to be
conclusively evidenced by his or her execution and delivery of such agreements.
RESOLVED FURTHER, that any of the Designated Officers, acting individually,
is hereby authorized to execute and deliver on behalf of the Corporation any
supplemental indentures contemplated by that certain Indenture dated as of
September 1, 1992 (the "Indenture") between the Corporation and the Harris Trust
and Savings Bank, as Trustee, in such form as the Designated Officer executing
any such instrument may approve, such approval and the approval of the
Corporation to be conclusively evidenced by his or her execution and delivery
thereof; and that any of the Designated Officers, acting individually, is hereby
authorized to execute and deliver instruments evidencing any of the Debt
Securities, by facsimile or manual signature, the form of such instruments to be
substantially as set forth in the Indenture or any supplemental indenture
contemplated therein.
RESOLVED FURTHER, that for each portion of the Debt Securities which any of
the Designated Officers, acting individually, shall determine to list for
trading on the New York Stock Exchange, Inc., or any other national securities
exchange or other trading facility, such Designated Officer is hereby authorized
and directed to cause such portion of the Debt Securities to be listed on the
New York Stock Exchange, Inc., or such other national securities exchange or
other trading facility, and to perform all acts necessary or appropriate to
effectuate such listing, including
3
<PAGE>
preparing, or causing to be prepared, with the advice of counsel, and executing
a listing application and related agreements, including, but not limited to an
indemnification agreement in the form prescribed by the New York Stock
Exchange, Inc., or such other national securities exchange or other trading
facility, relating to losses, liabilities, claims, damages or expenses arising
out of reliance on the authenticity of facsimile signatures on the instruments
evidencing such portion of the Debt Securities or arising out of other matters,
and to make such changes in any of such agreements, or additions thereto, as
may be necessary or appropriate to effect such listing, and to appear before
such exchange or trading facility or any board or committee thereof.
RESOLVED FURTHER, that any of the Designated Officers is hereby authorized
to perform all such acts and deeds and to prepare, execute, deliver and/or file
all such agreements, documents, undertakings, certificates, instruments and
other papers in the name and on behalf of the Corporation as he or she shall
deem necessary or appropriate, and incur such expenses as he or she deems
necessary or appropriate, in order to carry out the purpose and intent of any
and all provisions of the foregoing resolutions; and all such acts by the
Designated Officers, or any of them, whether heretofore or hereafter done or
performed, which are in accordance with the purpose and intent of these
resolutions, are hereby ratified, confirmed and approved in all respects.
RESOLVED FURTHER, that the Corporation shall be deemed and conclusively
presumed by the foregoing resolutions to have adopted any resolutions not
inconsistent with these resolutions that may be required or requested by any
governmental agency, administration, commission, or department of the United
States of America or any State thereof or any other person or entity in
connection with the registration, qualification, exemption from registration or
qualification, creation, issuance, offering, sale, delivery or trading of the
Debt Securities, and the Secretary or any Assistant Secretary of the Corporation
is hereby authorized to certify the adoption by the Corporation of any form of
resolution not inconsistent with these resolutions that may be required or
requested by any governmental agency, administration, commission, or department
of the United States of America or any State thereof or any other person or
entity in connection with the registration, qualification, exemption from
registration or qualification, creation, issuance, offering, sale, delivery or
trading of said Debt Securities, with a copy of any such resolutions to be
included in the records of the Corporation.
[SIGNATURE PAGE FOLLOWS]
4
<PAGE>
IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of
the 26th day of May, 1993.
AMERITECH CORPORATION
By: /s/ Richard H. Brown
---------------------
Richard H. Brown
Vice Chairman
5
<PAGE>
EXHIBIT B
The Notes shall have the following terms and conditions (capitalized
terms used but not defined herein shall have the meanings ascribed thereto in
the Indenture):
a. The Notes will represent unsecured and unsubordinated obligations
of the Company and will rank on a parity with all other unsecured and
unsubordinated indebtedness of the Company.
b. The Notes will be limited to $100,000,000 aggregate principal
amount and will mature on February 1, 2004. The Notes will bear interest at the
rate of 5.80% per annum from February 1, 1994 or from the most recent Interest
Payment Date to which interest has been paid or provided for, payable semi-
annually on February 1 and August 1 of each year (each an "Interest Payment
Date"), commencing August 1, 1994, to the persons in whose names such Notes were
registered at the close of business on the next preceding January 15 and July
15, respectively (each a "Regular Record Date").
c. Until the Notes are paid or payment thereof is duly provided for,
the Company will, at all times, maintain a paying agent (the "Paying Agent") in
The City of New York, New York, or Chicago, Illinois capable of performing the
duties described herein to be performed by the Paying Agent. The Company has
initially appointed Harris Trust and Savings Bank, 311 West Monroe Street,
Chicago, Illinois 60606, as the Paying Agent.
d. Any payment otherwise required to be made in respect of a Note on
a date that is not a Business Day for such Note need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on such date, and no additional interest shall accrue as a
result of such delayed payment.
e. The Notes are not subject to redemption prior to maturity and are
not entitled to any sinking fund.
<PAGE>
f. The Notes will be issued initially in the form of fully
registered global securities which will be deposited with, or on behalf of, The
Depository Trust Company, New York, New York (the "Depository"), and registered
in the name of the Depository's nominee. Except as set forth in the Indenture
or in the Prospectus dated August 24, 1993 or in the Prospectus Supplement dated
January 28, 1994, the Notes will not be issuable in certificated form.
g. Settlement for the Notes will be made by Goldman, Sachs & Co. and
Citicorp Securities, Inc. in immediately available funds. All payments of
principal and interest will be made by the Company in immediately available
funds.
<PAGE>
EXHIBIT 4-D
-----------
ILLINOIS COMMERCE COMMISSION
Identification No. 5850
ILLINOIS BELL TELEPHONE COMPANY
5.80% NOTES DUE FEBRUARY 1, 2004
CUSIP No. 451794AV3
No. R-1 U.S. $ 100,000,000
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITORY"), TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
ILLINOIS BELL TELEPHONE COMPANY, a corporation duly organized and
existing under the laws of Illinois (herein called the "Company", which term
includes any successor Person under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to CEDE & CO., or registered
assigns, the principal sum of ONE HUNDRED MILLION UNITED STATES DOLLARS
($100,000,000) on February 1, 2004 and to pay interest thereon from and
including February 1, 1994, or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for in arrears.
Interest will be paid semi-annually in arrears on February 1 and August 1 in
each year (each an "Interest Payment Date") commencing August 1, 1994, at the
rate of 5.80% per annum, until the principal hereof is paid or made available
for payment, and (to the extent that the payment shall be legally enforceable)
interest shall accrue on any overdue principal at the rate per annum in effect
at the time such principal was due and payable. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Dates for such interest, which shall be the January 15 and
July 15, respectively (whether or not a Business Day), next preceding such
Interest Payment Date. Except as otherwise provided in the Indenture, any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange,
-1-
<PAGE>
all as more fully provided in said Indenture. Payment of the principal of and
interest on this Security will be made at the office or agency of the Company
maintained for that purpose in Chicago, Illinois or the Borough of Manhattan,
The City of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts; provided, however, that at the option of the Company payment may be made
by wire transfer to an account maintained by such Person with a bank in the
continental United States (so long as the Company has received proper transfer
instructions in writing).
THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof, directly or through an
Authenticating Agent, by manual signature of an authorized signatory, this
Security shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
[signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
ILLINOIS BELL TELEPHONE COMPANY
DATED: February 4, 1994 By:____________________________
Authorized Officer
[Seal]
ATTEST:
______________________________
TRUSTEE'S CERTIFICATE OF AUTHENTICATIONS
This is one of the Securities of the series designated and referred to in
the within-mentioned Indenture.
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By:____________________________
Authorized Officer
-3-
<PAGE>
ILLINOIS BELL TELEPHONE COMPANY
5.80% NOTES DUE FEBRUARY 1, 2004
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of September 1, 1992 (herein called the
"Indenture"), between the Company and Harris Trust and Savings Bank, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto (and
each Officer's Certificate delivered to the Trustee thereunder) reference is
hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof.
Interest payments for this Security will include interest accrued to,
but excluding, the Interest Payment Dates. Interest payments on this Security
shall be computed and paid on the basis of a 360-day year of twelve 30-day
months.
The Indenture contains provisions for defeasance of (a) the entire
indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of specified percentages in principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
-4-
<PAGE>
As set forth in, and subject to, the provisions of the Indenture, no
Holder of any Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to this series, the Holders of not less
than 25% in principal amount of the Outstanding Securities of this series shall
have made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the Holders of a majority in principal amount of the Outstanding Securities
of this series a direction inconsistent with such request and shall have failed
to institute such proceeding within 60 days; provided, however, that such
limitations do not apply to a suit instituted by the Holder hereof for the
enforcement of payment of the principal of or interest on this Security on or
after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in Chicago, Illinois, or the Borough of
Manhattan, The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Securities
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form,
without coupons, in denominations of $1,000 and any integral multiple of $1,000
in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth and to the limitations described below, if
applicable, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of the series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
This Security is exchangeable only if (x) the Depository notifies the
Company that it is unwilling or unable to continue as Depository for this global
Security or if at any time the Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (y) the
Company in its sole discretion determines that this Security shall be
exchangeable for certificated Securities in registered form or (z) an Event of
Default, or an event which with the passage of time or the giving of notice
would become an Event of
-5-
<PAGE>
Default, with respect to the Securities represented hereby has occurred and is
continuing, provided that the certificated Securities so issued in exchange for
this permanent global Security shall be in denominations of $1,000 and any
integral multiple of $1,000 in excess thereof and be of like aggregate principal
amount and tenor as the portion of this permanent global Security to be
exchanged, and provided further that, unless the Company agrees otherwise,
Securities of this series in certificated registered form will be issued in
exchange for this permanent global Security, or any portion hereof, only if such
Securities in certificated registered form were requested by written notice to
the Trustee or the Security Registrar by or on behalf of a Person who is
beneficial owner of an interest hereof given through the Holder hereof. Except
as provided above, owners of beneficial interests in this permanent global
Security will not be entitled to receive physical delivery of Securities in
certificated registered form and will not be considered the Holders thereof for
any purpose under the Indenture.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security is overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Indenture and this Security shall be governed by and construed in
accordance with the internal laws (as opposed to conflicts of law provisions) of
the State of Illinois.
All terms used in this Security which are defined in the Indenture
shall have the meanings assigned to them in the Indenture, as supplemented by
any supplemental indenture and each Officer's Certificate delivered to the
Trustee thereunder.
-6-
<PAGE>
____________________
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -
____________________ Custodian ____________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
____________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
____________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
- ------------------------------------------
- ------------------------------------------
- --------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
- --------------------------------------------------------------------------------
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated: ______________________________
Signature
Signature Guaranteed By:
______________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
-7-
