SBC Communications Inc.
U.S. $7,500,000,000 Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue
Selling Agency Agreement
August 28, 2000
Salomon Smith Barney Inc.
Bear, Stearns & Co. Inc.
Blaylock & Partners, L.P.
Goldman, Sachs & Co.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
J.P. Morgan Securities Inc.
Morgan Stanley & Co. Incorporated
Utendahl Capital Partners, L.P.
The Williams Capital Group, L.P.,
c/o Salomon Smith Barney Inc.,
388 Greenwich Street,
New York, New York 10013.
Ladies and Gentlemen:
SBC Communications Inc., a Delaware corporation ("SBC"), confirms its
agreement with each of you (collectively, the "Agents" and, individually, an
"Agent") with respect to the issue and sale by SBC of up to U.S. $7,500,000,000
aggregate principal amount (or the equivalent thereof in one or more currencies
or currency units) of its Medium-Term Notes, Series A, Due Nine Months or More
From Date of Issue (the "Notes"). The Notes will be issued under an indenture,
dated as of November 1, 1994 (the "Indenture"), between SBC and The Bank of New
York, as trustee (the "Trustee").
Unless otherwise specified in the applicable supplement to the
Prospectus referred to below, the Notes will be issued only in registered form
in minimum denominations of U.S. $1,000 and any amount in excess thereof that is
an integral multiple of U.S. $1,000 or, in the
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case of Notes denominated in a currency other than U.S. dollars, the authorized
denominations set forth in the applicable supplement to the Prospectus.
The Notes will have the maturities, interest rates, if any, redemption
provisions and other terms set forth in a supplement to the Prospectus referred
to below. The Notes will be issued, and the terms thereof established, in
accordance with the Indenture and the Medium-Term Notes, Series A Administrative
Procedures as may be agreed to from time to time by SBC, each Agent and the
Trustee (the "Procedures"). The Procedures may only be amended by written
agreement of SBC, the Agents and the Trustee.
1. Representations and Warranties. SBC represents and warrants to, and agrees
with, each of you that:
(a) SBC meets the requirements for use of Form S-3 under the Securities Act
of 1933, as amended (the "Securities Act"), and has filed with the
Securities and Exchange Commission ("SEC") a registration statement
(No. 333-36926), which has become effective, for the registration under
the Securities Act of the Notes. Such registration statement, as
amended at the date of this Selling Agency Agreement (the "Agreement"),
meets the requirements set forth in Rule 415(a)(1)(x) under the
Securities Act and complies in all other material respects with said
Rule. In connection with the sale of the Notes, SBC proposes to file
with the SEC pursuant to Rule 424 under the Securities Act a supplement
to the form of prospectus included in such registration statement
relating to the Notes and the plan of distribution thereof and has
previously advised the Agent of all further information (financial and
other) with respect to SBC to be set forth therein. Such registration
statement, including the exhibits thereto, as amended to the date of
this Agreement, is herein collectively called the "Registration
Statement"; such prospectus, as supplemented pursuant to the previous
sentence, is herein called the "Prospectus." Any reference herein to
the Registration Statement or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein which
were filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the date of this Agreement or the date of
the Prospectus, as the case may be; and any reference herein to the
terms "amend," "amendment" or "supplement" with respect to the
Registration Statement or the Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after the
date of this Agreement or the date of the Prospectus, as the case may
be, incorporated therein by reference.
(b) As of the date hereof, when any amendment to the Registration Statement
becomes effective (including the filing of any document incorporated by
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reference in the Registration Statement), when any supplement to the
Prospectus is filed with the SEC, and at the date of delivery by SBC of
any Notes sold hereunder (a "Closing Date"), (i) the Registration
Statement, as amended as of any such time, the Prospectus as
supplemented as of any such time, and the Indenture will comply in all
material respects with the applicable requirements of the Securities
Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), and the Exchange Act and the respective rules and regulations
thereunder and (ii) neither the Registration Statement, as amended as
of any such time, nor the Prospectus as supplemented as of any such
time, will contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary in
order to make the statements therein not misleading; provided, however,
that SBC makes no representations or warranties as to (i) that part of
the Registration Statement which shall constitute the Statement of
Eligibility (Form T-l) under the Trust Indenture Act of the Trustee or
(ii) the information contained in or omitted from the Registration
Statement or Prospectus in reliance upon and in conformity with
information furnished in writing to SBC by or on behalf of you
specifically for use in connection with the preparation of the
Registration Statement and the Prospectus.
(c) As of the date hereof, when any amendment to the Registration Statement
becomes effective (including the filing of any document incorporated by
reference in the Registration Statement), when any supplement to the
Prospectus is filed with the SEC, and at the Closing Date, no order,
consent, approval, authorization, registration or qualification of or
with any governmental agency or body having jurisdiction over SBC or
any of its properties is required for the issue and sale of the Notes
or the consummation by SBC of the transactions contemplated by this
Agreement or the Indenture, except such as have been, or will have been
prior to the Closing Date, obtained under the Act and the Trust
Indenture Act and such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
distribution of the Notes.
2. Appointment of Agents; Solicitations by the Agents of Offers to Purchase;
Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein, SBC hereby
authorizes each of the Agents to act as its agent to solicit offers for
the purchase of all or part of the Notes from SBC.
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On the basis of the representations and warranties, and subject to the
terms and conditions set forth herein, each of the Agents agrees, as
agent of SBC, to use its reasonable best efforts to solicit offers to
purchase the Notes from SBC upon the terms and conditions set forth in
the Prospectus as amended or supplemented and in the Procedures.
SBC reserves the right, in its sole discretion, to instruct the Agents
to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase the Notes. Upon receipt of
instructions from SBC, the Agents will forthwith suspend solicitation
of offers to purchase Notes from SBC until such time as SBC has advised
it that such solicitation may be resumed.
SBC agrees to pay each Agent (or jointly to two or more Agents if such
solicitation is jointly made) a commission, at the time of settlement
of each sale of Notes by SBC as a result of a solicitation made by such
Agent, in an amount equal to that percentage specified in Schedule I
hereto of the aggregate principal amount of the Notes sold by SBC, and
such commission shall be payable as specified in the Procedures.
Subject to the provisions of this Section and to the Procedures, offers
for the purchase of Notes may be solicited by an Agent as agent for SBC
at such time and in such amounts as such Agent deems advisable.
SBC may appoint other agents for the purpose of soliciting purchases of
the Notes on a continuous or limited basis, provided that such agent is
engaged on the same commission schedule as the Agents (set forth hereto
as Schedule I).
(b) Subject to the terms and conditions stated herein, SBC agrees that,
whenever SBC determines to sell Notes directly to you as principal for
resale to others, it will enter into a Terms Agreement, as defined
below, relating to such sale in accordance with the provisions of this
Section 2(b). For the purposes of this Agreement, the term "Agent"
shall refer to each of you acting solely in the capacity as agent for
SBC hereunder and not as principal, the term "Purchaser" shall refer to
each of you acting solely as principal hereunder and not as agent, and
the term "you" shall refer to any of you acting in both such capacities
or in either such capacity.
Each sale of Notes to the Purchaser shall be made in accordance with
the terms of this Agreement and the Procedures and a supplemental
agreement which will provide for the sale of such Notes to, and the
purchase and reoffering thereof by, the Purchaser.
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Each such supplemental agreement (which may be in either oral or
written form) is herein referred to as a "Terms Agreement." The
Purchaser's commitment to purchase Notes pursuant to any Terms
Agreement shall be deemed to have been made on the basis of the
representations and warranties of SBC herein contained and shall be
subject to the terms and conditions herein set forth. Each Terms
Agreement shall describe the Notes to be purchased by the Purchaser
pursuant thereto, specify the aggregate principal amount of such Notes,
the price to be paid to SBC for such Notes, the maturity date of such
Notes, the rate at which interest will be paid on the Notes, the date
and time of delivery of payment for such Notes (the "Purchase Date"),
the place of delivery of the Notes and payment therefor, the method of
payment and the requirements, if any, for the delivery of the opinion
of counsel, the certificates from SBC or its officers, the letters from
its independent auditors, currently Ernst & Young LLP, and any other
accountants that have audited financial statements included or
incorporated by reference in the Registration Statement or Prospectus,
pursuant to Section 6(b) and such other matters as determined by the
parties thereto. Such Terms Agreement may also specify the period of
time referred to in Section 4(m). Any written Terms Agreement may be in
the form attached hereto as Exhibit A.
Delivery of the certificates for Notes sold to the Purchaser pursuant
to any Terms Agreement shall be made as agreed to between SBC and the
Purchaser as set forth in the respective Terms Agreement, not later
than the Purchase Date set forth in such Terms Agreement, against
payment of funds to SBC in the net amount due to SBC for such Notes by
the method and in the form set forth in the respective Terms Agreement.
Unless otherwise agreed to between SBC and the Purchaser in a Terms
Agreement, any Note sold to a Purchaser (i) shall be purchased by such
Purchaser at a price equal to 100% of the principal amount thereof less
a percentage equal to the commission applicable to an agency sale of a
Note of identical maturity and (ii) may be resold by such Purchaser at
varying prices from time to time, or if set forth in the applicable
Terms Agreement and Pricing Supplement, at a fixed public offering
price. In connection with any resale of Notes purchased, a Purchaser
may use a selling or dealer group and may reallow to any broker or
dealer any portion of the discount or commission payable pursuant
hereto.
(c) SBC reserves the right to sell Notes directly to investors on its own
behalf or to purchasers (other than the Agents) acting as principal for
resale to others.
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3. Offering Procedure. Each of the Agents shall communicate to SBC, orally or
in writing, each offer to purchase Notes (other than those offers rejected
by an Agent as provided herein) on terms previously communicated by SBC to
such Agent, and except as otherwise provided in the Procedures, SBC shall
have the sole right to accept such offers to purchase Notes and may refuse
any proposed purchase of Notes, as a whole or in part, for any reason. Each
of the Agents shall have the right, in its discretion reasonably exercised,
to reject any proposed purchase of Notes, as a whole or in part, and any
such rejection shall not be deemed a breach of its agreement contained
herein. Each of the Agents and SBC agree to perform the respective duties
and obligations specifically provided to be performed by them in the
Procedures.
4. Agreements. SBC agrees with each of you that:
(a) Prior to the termination of the offering of the Notes, SBC will not
file any amendment of the Registration Statement nor will SBC file any
supplement to the Prospectus (except for (i) an amendment or supplement
consisting solely of the filing of a document under the Exchange Act,
(ii) a supplement relating to an offering of securities other than the
Notes, or (iii) a supplement relating solely to pricing and related
information concerning a particular sale of Notes) unless SBC has
furnished you a copy of such proposed amendment or supplement for your
review prior to filing and will not file any such proposed amendment or
supplement to which you reasonably object. Subject to the foregoing
sentence, SBC will cause each supplement to the Prospectus to be filed
with the SEC as required pursuant to Rule 424 under the Securities Act.
SBC will promptly advise you (i) when each supplement to the Prospectus
shall have been filed with the SEC pursuant to Rule 424 under the
Securities Act, (ii) when any amendment of the Registration Statement
shall have become effective, (iii) of any request by the SEC for any
amendment of the Registration Statement or amendment of or supplement
to the Prospectus or for any additional information, (iv) of the
issuance by the SEC of any stop order suspending the effectiveness of
the Registration Statement or the institution or threatening of any
proceeding for that purpose and (v) of the receipt by SBC of any
notification with respect to the suspension of the qualification of the
Notes for sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose. SBC will promptly (upon filing
thereof) furnish you a copy of any amendment or supplement to the
Prospectus or Registration Statement not furnished to you for prior
review pursuant to exceptions (i), (ii) or (iii) of the first sentence
of this subsection (a). SBC will use its best efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as
possible the withdrawal thereof.
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(b) If, at any time when a prospectus relating to the Notes is required to
be delivered under the Securities Act, any event occurs as a result of
which the Registration Statement, as then amended, or the Prospectus,
as then supplemented, would include any untrue statement of a material
fact or omit to state any material fact necessary to amend the
Registration Statement or to make the statements therein in light of
the circumstances under which they were made not misleading, or if it
shall be necessary to amend the Registration Statement or to supplement
the Prospectus to comply with the Securities Act or the Exchange Act or
the respective rules and regulations thereunder, SBC promptly will (i)
notify you to suspend solicitation of offers to purchase Notes (and, if
so notified by SBC, you shall forthwith suspend such solicitation and
cease using the Prospectus as then amended or supplemented), (ii)
prepare and file with the SEC subject to the first sentence of
paragraph (a) of this Section 4, an amendment or supplement which will
correct such statement or omission or an amendment or supplement which
will effect such compliance and (iii) supply any such amended or
supplemented Prospectus to you in such quantities as you may reasonably
request. If such amendment or supplement, and documents, certificates
and opinions furnished to you pursuant to paragraph (g) of this Section
4 in connection with the preparation or filing of such amendment or
supplement are reasonably satisfactory in all respects to you, you
will, upon the filing of such amendment or supplement with the SEC and
upon the effectiveness of an amendment to the Registration Statement if
such an amendment is required, resume your obligation to solicit offers
to purchase Notes hereunder.
(c) As soon as practicable, SBC will make generally available to its
security holders and to you an earnings statement or statements of SBC
which will satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 under the Securities Act.
(d) Until the termination of the offering of the Notes, to file timely all
documents, and any amendments to previously filed documents, required
to be filed by SBC pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act.
(e) SBC will furnish to you and to your counsel, without charge, copies of
the Registration Statement (including exhibits thereto) and each
amendment thereto which shall become effective and, so long as delivery
of a prospectus may be required by the Securities Act, as many copies
of any preliminary Prospectus and the Prospectus and any amendments
thereof and supplements thereto as you may reasonably request.
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(f) SBC will endeavor to qualify the Notes for sale under the laws of such
jurisdictions as you may designate and will maintain such
qualifications in effect so long as required for the distribution of
the Notes, provided that in connection therewith SBC shall not be
required to qualify as a foreign corporation or take any action which
would subject it to general or unlimited service of process in any
jurisdiction where it is not now so subject.
(g) SBC shall furnish to you such documents, certificates of officers of
SBC and opinions of counsel for SBC relating to the business,
operations and affairs of SBC, the Registration Statement, any
preliminary Prospectus, the Prospectus, and any amendments or
supplements thereto, the Indenture, the Notes, this Agreement, the
Procedures, and as the performance by SBC and you of the respective
obligations of each hereunder and thereunder require and as you may
from time to time and at any time prior to the termination of this
Agreement reasonably request.
(h) SBC shall, whether or not any sale of any Notes is consummated, (i) pay
all expenses incident to the performance of its obligations under this
Agreement, including the fees and disbursements of its accountants and
counsel, the cost of printing and delivery of the Registration
Statement, the Prospectus, all amendments thereof and supplements
thereto, the Indenture, this Agreement and all other documents relating
to the offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements, including fees of
counsel, incurred in connection with the qualification of the Notes for
sale and determination of eligibility for investment of the Notes under
the securities or Blue Sky laws of each such jurisdiction as the Agent
may reasonably designate, the fees and disbursements of the Trustee and
the fees of any agency that rates the Notes, (ii) reimburse you on an
as-needed basis for all out-of-pocket expenses incurred by you and
approved by SBC in advance, in connection with the offering and the
sale of the Notes, and (iii) be responsible for the reasonable fees and
expenses of your counsel incurred in connection with the offering and
sale of the Notes.
(i) Each acceptance by SBC of an offer to purchase Notes (the date of each
such acceptance, an "Acceptance Date") will be deemed to be a
representation and warranty to you by SBC that neither the Registration
Statement nor the Prospectus, as then amended or supplemented, fails to
reflect any facts or events which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement or the Prospectus, as then amended or
supplemented, and/or includes any untrue statement of a material fact,
or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which
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they were made, not misleading, except that the foregoing does not
apply to (i) that part of the Registration Statement which shall
constitute the Statement of Eligibility (Form T-l) under the Trust
Indenture Act of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Prospectus or any
amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to SBC by or on behalf
of you specifically for use in connection with the preparation of the
Registration Statement and the Prospectus or any amendments thereof or
supplements thereto.
(j) Each time that the Registration Statement or the Prospectus is amended
or supplemented (other than by (i) an amendment or supplement
consisting solely of the filing of a document under the Exchange Act
unless such amendment or supplement sets forth or incorporates by
reference financial statements for a fiscal quarter or unless otherwise
requested by you, (ii) a supplement relating to an offering of
securities other than the Notes, or (iii) a supplement relating solely
to pricing and related information concerning a particular sale of
Notes), SBC will deliver or cause to be delivered forthwith to you a
certificate of it signed by its Chairman of the Board or its President
or a Vice President and its Treasurer or an Assistant Treasurer, dated
the date of the effectiveness of such amendment or the date of filing
of such supplement, in form reasonably satisfactory to you, to the
effect that the statements contained in the certificate that was last
finished to you by it pursuant to either Section 5(d) or this Section
4(j) are true and correct at the time of the effectiveness of such
amendment or the filing of such supplement as though made at and as of
such time (except that (i) the last day of the fiscal quarter for which
financial statements of SBC were last filed with the SEC shall be
substituted for the corresponding date in such certificate and (ii)
such statements shall be deemed to relate to the Registration Statement
and the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement) or,
in lieu of such certificate, a certificate of the same tenor as the
certificate referred to in Section 5(d) but modified to relate to the
last day of the fiscal quarter for which financial statements of SBC
were last filed with the SEC and to the Registration Statement and the
Prospectus as amended and supplemented to the time of the effectiveness
of such amendment or the filing of such supplement.
(k) Each time that the Registration Statement or the Prospectus is amended
or supplemented (other than by (i) an amendment or supplement
consisting solely of the filing of a document under the Exchange Act
unless such amendment or supplement sets forth or incorporates by
reference financial
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statements for a fiscal quarter or unless otherwise requested by you,
(ii) a supplement relating to an offering of securities other than the
Notes, or (iii) a supplement relating solely to pricing and related
information concerning a particular sale of Notes), SBC shall furnish
or cause to be furnished forthwith to you a written opinion of its
counsel satisfactory to you, and, at your option, Sullivan & Cromwell
shall furnish to you a written opinion, dated the date of the
effectiveness of such amendment or the date of filing of such
supplement, in form satisfactory to you, of the same tenor as the
opinions referred to in Sections 5(b) and 5(c), respectively, but
modified to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of the effectiveness of such
amendment or the filing of such supplement, or, in lieu of such
opinion, counsel last furnishing such an opinion to you may furnish you
with a letter to the effect that you may rely on such last opinion to
the same extent as though it were dated the date of such letter
authorizing reliance (except that statements in such last opinion will
be deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented to the time of the effectiveness of such
amendment or the filing of such supplement).
(l) Each time that the Registration Statement or the Prospectus is amended
or supplemented to set forth amended or supplemental financial
information or such amended or supplemental information is incorporated
by reference in the Registration Statement or the Prospectus, SBC shall
cause its independent auditors, currently Ernst & Young LLP, and any
other accountants that have audited financial statements included or
incorporated by reference in the Registration Statement and Prospectus,
forthwith to furnish you a letter, dated the date of the effectiveness
of such amendment or the date of filing of such supplement, in form
satisfactory to you, of the same tenor as the letters referred to in
Section 5(e) with such changes as may be necessary to reflect the
amended and supplemental financial information included or incorporated
by reference in the Registration Statement and the Prospectus, as
amended or supplemented to the date of such letter, provided that if
the Registration Statement or the Prospectus is amended or supplemented
solely to include or incorporate by reference unaudited financial
information as of and for a fiscal quarter, the independent auditors,
currently Ernst & Young LLP, and any other accountants that have
audited financial statements included or incorporated by reference in
the Registration Statement and Prospectus may limit the scope of their
letter, which shall be satisfactory in form to you, to the unaudited
financial statements included or incorporated by reference in such
amendment or supplement, unless any other information included or
incorporated by reference therein of an accounting, financial or
statistical nature (which is limited to accounting, financial or
statistical information
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derived from the general accounting records of SBC) is of such a nature
that, in your reasonable judgment, such letter should cover such other
information.
(m) During the period, if any, specified in any Terms Agreement, SBC shall
not without the prior consent of the Purchaser issue or announce the
proposed issuance of any of its Debt Securities, including Notes, which
Debt Securities have terms substantially similar to those of the Notes
being purchased pursuant to such Terms Agreement.
5. Conditions to the Obligations of the Agents. The obligation of each of the
Agents to solicit offers to purchase the Notes shall be subject to the
accuracy of the representations and warranties on the part of SBC contained
herein as of the date hereof, as of the date of the effectiveness of any
amendment to the Registration Statement (including the filing of any
document incorporated by reference therein), as of the date any supplement
to the Prospectus is filed with the SEC as of each Acceptance Date and as
of each Closing Date, to the accuracy of the statements of SBC made in any
certificates pursuant to the provisions hereof, to the performance by SBC
of its obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened.
(b) SBC shall have furnished to the Agents the opinion of its general
counsel, dated the date hereof, to the effect that:
(i) each of SBC and Pacific Telesis Group, Ameritech Corporation,
Southern New England Telecommunications Corporation, The
Southern New England Telephone Company, Illinois Bell Telephone
Company, Indiana Bell Telephone Company, Inc., Michigan Bell
Telephone Company, The Ohio Bell Telephone Company, Pacific Bell
Telephone Company, Southwestern Bell Telephone Company,
Wisconsin Bell, Inc. and any "significant subsidiary" of SBC as
defined in Rule 1-02 (w) of Regulation S-X under the Securities
Act (collectively, the "Significant Subsidiaries") has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction in which it is
chartered or organized, with full corporate power and authority
to own its properties and conduct its business as described in
the Prospectus, 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 wherein it
owns or leases properties or conducts
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business, except where the failure to qualify would not have a
material adverse effect on SBC and its Significant Subsidiaries
taken as a whole;
(ii) the Indenture has been duly qualified under the Trust Indenture
Act and has been duly authorized, executed and delivered, and
constitutes a legal, valid and binding instrument enforceable
against SBC 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 principles of equity) and the Notes have been duly
authorized and established in conformity with the Indenture,
and, when the terms of the Notes have been duly established in
conformity with the Indenture so as not to violate or conflict
with any provisions of law or any agreement or instrument
applicable to SBC or any of its properties, when the Notes have
been duly executed by the proper officers of SBC, registered and
duly authenticated pursuant to the Indenture and delivered to
and paid for by the purchasers thereof, the Notes will
constitute legal, valid and binding obligations of SBC entitled
to the benefits of the Indenture;
(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 SBC or any of its Significant Subsidiaries, of a
character required to be disclosed in the Registration Statement
which is not adequately disclosed in the Prospectus, and there
is no franchise, contract or other document of a character
required to be described in the Registration Statement or
Prospectus, or to be filed as an exhibit, which is not described
or filed as required; and the statements included or
incorporated in the Prospectus describing any legal proceedings
or material contracts or agreements relating to SBC or any of
its Significant Subsidiaries fairly summarize such matters;
(iv) the Registration Statement and any amendments thereto have
become effective under the Securities Act; 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, the Prospectus and each amendment
thereof or supplement thereto as of their respective effective
or issue dates (other than the financial statements and other
financial and statistical information
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contained therein as to which such counsel need express no
opinion) complied as to form in all material respects with the
applicable requirements of the Securities Act, the Exchange Act
and the Trust Indenture Act and the respective rules and
regulations thereunder; and such counsel has no reason to
believe that the Registration Statement, or any amendment
thereof, at the time it became effective or at the date of this
Agreement, 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 the Prospectus, at its issue date or at the date of this
Agreement, included any untrue statement of a material fact or
omitted to state a material fact necessary to make the
statements therein, in the light of the circumstances under
which they were made, not misleading;
(v) this Agreement has been duly authorized, executed and delivered
by SBC;
(vi) no order, consent, approval, authorization, registration or
qualification of or with any governmental agency or body having
jurisdiction over SBC or any of its Significant Subsidiaries or
any of their respective properties is required for the issue and
sale of the Notes or the consummation of the transactions
contemplated by this Agreement or the Indenture, except such as
have been, or will have been prior to the Closing Date, obtained
under the Securities Act and the Trust Indenture Act and such
consents, approvals, authorizations, registrations or
qualifications required under state securities or Blue Sky laws
in connection with the sale and distribution of the Notes as
contemplated by this Agreement and such other approvals
(specified in such opinion) as have been obtained;
(vii) neither the execution and delivery of the Indenture or this
Agreement, the issue and sale of the Notes (when the terms of
the Notes have been duly established in conformity with the
Indenture so as not to violate or conflict with any provisions
of law or any agreement or instrument applicable to SBC or any
of its properties and when the Notes have been duly executed by
the proper officers of SBC, registered and duly authenticated
pursuant to the Indenture and delivered to and paid for by the
purchasers thereof), nor the consummation of any other of the
transactions herein or therein contemplated nor the fulfillment
of the terms hereof or thereof will conflict with, result in a
breach of, or constitute a default under, the charter or by-laws
of SBC or the terms of any indenture or other
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<PAGE>
agreement or instrument known to such counsel and to which SBC
is a party or by which SBC or any of its assets are bound, or
any order or regulation known to such counsel to be applicable
to SBC of any court, regulatory body, administrative agency,
governmental body or arbitrator having jurisdiction over SBC;
and
(viii) no holders of securities of SBC have rights to the registration
of such securities under the Registration Statement.
In rendering such opinion, such counsel may rely, as to the execution
of the Indenture by the Trustee, upon a certificate of the Trustee
setting forth the facts as to such execution.
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 Delaware or 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 satisfactory to the
Agents and (B) as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of SBC and public officials.
(c) The Agents shall have received from Sullivan & Cromwell, counsel for
the Agents, such opinion or opinions, dated the date hereof, with
respect to the issuance and sale of the Notes, the Indenture, the
Registration Statement, the Prospectus and other related matters as the
Agents may reasonably require, and SBC shall have furnished to such
counsel such documents as they request for the purpose of enabling them
to pass upon such matters.
(d) SBC shall have furnished to the Agents a certificate signed by its
Chairman of the Board or its President or a Vice President and its
Treasurer or an Assistant Treasurer stating that after reasonable
investigation and to the best of their knowledge:
(i) the representations and warranties of SBC, as the case may be,
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; SBC 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 Agents to
solicit offers to purchase the Notes; and the conditions set
forth in Paragraph 5(a) have been fulfilled;
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<PAGE>
(ii) as of the date of the Prospectus, the Registration Statement and
the Prospectus did not include any untrue statement of a
material fact and did not omit to state a material fact required
to be stated therein or necessary to make the statements therein
not misleading; and
(iii) since the date of the most recent financial statements included
or incorporated by reference in the Prospectus, there has been
no material adverse change in the condition (financial or
other), earnings, business or properties of SBC and its
Significant Subsidiaries, whether or not arising from
transactions in the ordinary course of business, except as set
forth in or contemplated in the Prospectus.
(e) SBC shall have furnished to the Agents (i) a letter of its independent
auditors, currently Ernst & Young LLP, addressed to the Board of
Directors of SBC and dated the later of the effective date of the
Registration Statement or the date of the filing of SBC's latest
Annual Report on Form 10-K, of the type described in the American
Institute of Certified Public Accountants' Statement on Auditing
Standards No. 72 ("SAS 72") and covering such financial statement
items of SBC as the Agents may reasonably have requested; (ii) a
letter of its independent auditors, currently Ernst & Young LLP,
addressed to the Agents and dated the date hereof, stating, as of the
date of such letter (or, with respect to matters involving changes or
developments since the respective dates as of which specified
financial information is given in the Prospectus, as of a date not
more than five business days prior to the date of such letter), the
conclusions and findings of such firm with respect to the financial
information and other matters of SBC covered by its letter referred to
in subclause (i) above and confirming in all material respects the
conclusions and findings set forth in such prior letter; and (iii) a
letter, dated the date hereof, of any other accountants that have
audited financial statements included or incorporated by reference in
the Registration Statement and Prospectus, addressed to the Agents, of
the type described in SAS 72 and covering such financial statement
items as the Agents may reasonably request.
References to the Registration Statement and the Prospectus in this
paragraph (e) are to such documents as amended and supplemented at the
date of the letter.
(f) Subsequent to the respective dates as of which information is given in
the Registration Statement and the Prospectus (with respect to Section
6(c) hereof, only as the Registration Statement and the Prospectus are
amended or supplemented through the date of the Terms Agreement) there
shall not
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<PAGE>
have been any change, or any development involving a prospective
change, in or affecting the business or properties of SBC and its
Significant Subsidiaries the effect of which is, in the reasonable
judgment of the Agents, so material and adverse as to make it
impractical or inadvisable to proceed with the soliciting of offers to
purchase the Notes as contemplated by the Registration Statement and
the Prospectus (or, in the case of a Terms Agreement, to proceed with
the offering or the delivery of the Notes to be purchased as
contemplated by the Terms Agreement).
(g) Prior to the date hereof, SBC shall have furnished to the Agents such
further information, certificates and documents as the Agents may
reasonably request.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Agents, this Agreement and all
obligations of the Agents hereunder may be canceled at any time by the
Agents. Notice of such cancellation shall be given to SBC in writing or by
telephone or telegraph confirmed in writing.
The documents required to be delivered by this Section 5 shall be delivered
at the office of Sullivan & Cromwell, counsel for the Agents, at 125 Broad
Street, New York, NY 10004, or such other location as the parties hereto
agree, on the date hereof
6. Conditions to the Obligations of the Purchaser. The obligations of the
Purchaser to purchase Notes pursuant to any Terms Agreement will be subject
to the accuracy of the representations and warranties on the part of SBC
herein as of the date of the respective Terms Agreement and as of the
Purchase Date thereunder, to the performance and observance by SBC of all
covenants and agreements herein contained on their part to be performed and
observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and no
proceedings for that purpose shall have been instituted or threatened.
(b) To the extent required by the respective Terms Agreement, the
Purchaser shall have received, appropriately updated, (i) a
certificate of SBC, dated as of the Purchase Date, to the effect set
forth in Section 5(d), (ii) the opinion of counsel to SBC, dated as of
the Purchase Date, to the effect set forth in Section 5(b), (iii) the
opinion of Sullivan & Cromwell, counsel for the
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<PAGE>
Purchaser, dated as of the Purchase Date, to the effect set forth in
Section 5(c), and (iv) letters of SBC's independent auditors,
currently Ernst & Young LLP, and, if applicable, other accountants,
dated as of the Purchase Date, to the effect set forth in Section
5(e).
(c) The conditions set forth in Section 5(f) shall have been satisfied.
(d) Prior to the Purchase Date, SBC shall have furnished to the Purchaser
such further information, certificates and documents as the Purchaser
may reasonably request.
(e) Subsequent to the execution of any Terms Agreement, SBC shall not have
received notice that any rating of any of SBC's unsecured senior debt
securities shall have been lowered by any nationally recognized
statistical rating organization (as defined in Rule 15c3-l under the
Exchange Act) or that any such organization has publicly announced
that it has under surveillance or review, with possible negative
implications, the ratings of any of SBC's unsecured senior debt
securities.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Purchaser, the Terms Agreement
and all obligations of the Purchaser thereunder may be canceled at, or at
any time prior to, the respective Purchase Date by the Purchaser. Notice of
such cancellation shall be given to SBC in writing or by telephone or
telegraph confirmed in writing.
7. Reimbursement of the Agents' and the Purchaser's Expenses. In connection
with the sale of any Notes under this Agreement, if any condition to the
obligations of the Agents set forth in Section 5 hereof is not satisfied,
if any condition to the obligations of the Purchaser set forth in Section 6
(other than Section 6(e)) hereof is not satisfied, if any termination
pursuant to Section 9(b)(i) hereof shall occur or in the case of any
refusal, inability or failure on the part of SBC to perform any agreement
herein or comply with any provision hereof other than by reason of a
default by any of the Agents, SBC will (in addition to any other
obligations hereunder) reimburse each of the Agents or the Purchaser upon
demand for all reasonable out-of-pocket expenses (including reasonable fees
and disbursements of counsel but excluding advertising expenses) that shall
have been incurred by such Agent or the Purchaser in connection with such
sale.
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<PAGE>
8. Indemnification and Contribution.
(a) SBC agrees to indemnify and hold harmless each of you and each person,
if any, who controls any of you within the meaning of the Securities
Act from and against any loss, claim, damage or liability, joint or
several, and any action in respect thereof, to which any of you or any
such controlling person may become subject, under the Securities Act
or otherwise, insofar as such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement or the Prospectus, or arises out of, or is 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, and shall reimburse each of you and such controlling
person for any legal and other expenses reasonably incurred by you or
such controlling person in investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as
such expenses are incurred (but no more frequently than annually),
provided, however, that SBC shall not be liable in any such case to
the extent that any such loss, claim, damage, liability or action
arises out of, or is based upon, any untrue statement or alleged
untrue statement or omission or alleged omission made in the
Registration Statement or the Prospectus, in reliance upon and in
conformity with written information furnished to SBC specifically for
use therein by the Agents. The foregoing indemnity agreement is in
addition to any liability which SBC may otherwise have to any of you
or any controlling person.
(b) Each of you shall severally indemnify and hold harmless SBC, each of
its directors, each of its officers who signed the Registration
Statement and any person who controls SBC within the meaning of the
Act from and against any loss, claim, damage or liability, joint or
several, and any action in respect thereof, to which SBC, or any such
director, officer or controlling person may become subject, under the
Securities Act or otherwise, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon, any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement or the Prospectus, or arises out of, or is
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, but in each case only to the extent
that the untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with
information furnished in writing to SBC by any of you specifically for
use therein, and shall reimburse SBC for any legal and other expenses
reasonably incurred by SBC or any such director, officer or
controlling person in investigating or defending or preparing to
defend
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<PAGE>
against any such loss, claim, damage, liability or action as such
expenses are incurred (but no more frequently than annually). The
foregoing indemnity agreement is in addition to any liability which
any of you may otherwise have to SBC or any of its directors, officers
or controlling persons.
(c) Promptly after receipt by an indemnified party under this Section 8 of
notice of any claim or the commencement of any action, the indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party
in writing of the claim or the commencement of that action, provided
that the failure to notify the indemnifying party shall not relieve it
from any liability which it may have to an indemnified party otherwise
than under Section 8(a) or 8(b). If any such claim or action shall be
brought against an indemnified party, and it shall notify the
indemnifying party thereof, the indemnifying party shall be entitled
to participate therein, and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume the
defense thereof with counsel satisfactory to the indemnified party.
After notice from the indemnifying party to the indemnified party of
its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under
this Section 8 for any legal or other expenses subsequently incurred
by the indemnified party in connection with the defense thereof other
than reasonable costs of investigation. If the indemnifying party
shall not elect to assume the defense of such action, such
indemnifying party will reimburse such indemnified party for the
reasonable fees and expenses of any counsel retained by them. In the
event that the parties to any such action (including impleaded
parties) include SBC and one or more Agents and either (i) the
indemnifying party or parties and indemnified party or parties
mutually agree or (ii) representation of both the indemnifying party
or parties and the indemnified party or parties by the same counsel is
inappropriate under applicable standards of professional conduct due
to actual or potential differing interests between them, then the
indemnifying party shall not have the right to assume the defense of
such action on behalf of such indemnified party and will reimburse
such indemnified party for the reasonable fees and expenses of any
counsel retained by them and satisfactory to the indemnifying party,
it being understood that the indemnifying party shall not, in
connection with any one action or separate but similar or related
actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and
expenses of more than one separate firm of attorneys for all such
indemnified parties, which firm shall be designated in writing by the
applicable representative in the case of an action in which any of you
or controlling persons are indemnified parties and by SBC or any of
its
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<PAGE>
directors, officers or controlling persons in the case of any action
in which it is an indemnified party. The indemnifying party or parties
shall not be liable under this Agreement with respect to any
settlement made by any indemnified party or parties without the prior
written consent by the indemnifying party or parties to such
settlement.
(d) If the indemnification provided for in this Section 8 shall for any
reason be unavailable to an indemnified party under Section 8(a) or
8(b) hereof in respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party,
contribute to the amount paid or payable by such indemnified party as
a result of such loss, claim, damage or liability, or action in
respect thereof, in such proportion as is appropriate to reflect the
relative benefits received by SBC, on the one hand, and each of you,
on the other hand, from the offering of the Notes. If, however, this
allocation is not permitted by applicable law, then each indemnifying
party shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, in such proportion as shall
be appropriate to reflect the relative benefits received by SBC, on
the one hand, and each of you on the other hand, from the offering of
the Notes and the relative fault of SBC, on the one hand, and each of
you, on the other hand, with respect to the statements or omissions
which resulted in such loss, claim, damage or liability, or action in
respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by SBC, on the one
hand, and each of you, on the other hand, with respect to such
offering shall be deemed to be in the same proportion as the aggregate
commissions received by each of you (in the case of a Terms Agreement,
as if such commission had been payable) pursuant to Section 2 to the
aggregate principal amount of the Notes sold. The relative fault shall
be determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state
a material fact relates to information supplied by SBC or by any of
you, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by an indemnified party as a
result of the loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 8(d) shall be deemed to
include, for purposes of this Section 8(d), any legal or other
expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8(d), you shall not be
required to contribute any amount in excess of the amount by which the
total price at which the Notes purchased by or through you were sold
to the public exceeds the amount of
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<PAGE>
any damages which any of you have otherwise paid or become liable to
pay by reason of any untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Your obligations to contribute as
provided in this Section 8(d) are several in proportion to your
respective obligations and not joint.
9. Termination. This Agreement will continue in effect until terminated as
provided in this Section 9.
(a) This Agreement may be terminated by SBC as to any Agent or any Agent
insofar as this Agreement relates to such Agent giving written notice
of such termination to such Agent or SBC, as the case may be. This
Agreement shall so terminate at the close of business on the first
business day following the receipt of such notice by the party to whom
such notice is given. In the event of such termination, no party shall
have any liability to the other parties hereto, except as provided in
the fourth paragraph of Section 2(a), Section 4(h), Section 7, Section
8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in the absolute
discretion of the Purchaser, by notice given to SBC prior to delivery
of any payment for Notes to be purchased thereunder, if prior to such
time (i) there shall have occurred any change, or any development
involving a prospective change, in or affecting particularly the
business or properties of SBC or its Significant Subsidiaries which, in
the Purchaser's reasonable judgment, materially impairs the investment
quality of the Notes; (ii) trading in securities generally on the New
York Stock Exchange shall have been suspended or materially limited and
the effect of which, in the Purchaser's reasonable judgment, materially
impairs the investment quality of the Notes; (iii) a banking moratorium
shall have been declared by either federal or New York State
authorities; or (iv) there shall have occurred any outbreak or
escalation of hostilities or other calamity or crisis or the
declaration by the United States of a national emergency or war the
effect of which on the financial markets of the United States is
material and adverse and is such as to make it, in the reasonable
judgment of the Purchaser, impracticable or inadvisable to market such
Notes on the terms and in the manner contemplated by the Prospectus.
10. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of SBC and
its officers and of each of the Agents set forth in or made pursuant to
this Agreement will remain
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in full force and effect, regardless of any investigation made by or on
behalf of any of the Agents, SBC or any of the officers, directors or
controlling persons referred to in Section 8 hereof, and will survive
delivery of and payment for the Notes. The provisions of the fourth
paragraph of Section 2(a), Section 4(h), Section 7 and Section 8 hereof
shall survive the termination or cancellation of this Agreement.
11. Right of Person Who Agreed to Purchase to Refuse to Purchase. A person who
has agreed to purchase and pay for Notes as a result of an offer to
purchase solicited by an Agent, may refuse to purchase such Notes if, on
the related Closing Date fixed pursuant to the Procedures, any condition
set forth in Section 5(a) or 5(f) shall not be satisfied or if, subsequent
to the Acceptance Date and on or prior to the Closing Date fixed pursuant
to the Procedures, SBC shall have received notice that any rating of any of
SBC's unsecured senior debt securities shall have been lowered by any
nationally recognized statistical rating organization (as defined in Rule
15c3-l under the Exchange Act) or that any such organization has publicly
announced that it has under surveillance or review, with possible negative
implications, the ratings of any of SBC's unsecured senior debt securities.
12. Notices. All communications hereunder will be in writing and effective only
on receipt, and, if sent to Salomon Smith Barney Inc. at 388 Greenwich
Street, New York, NY 10013, Attn: Medium-Term Note Department, Tel: (212)
816-5831, Fax: (212) 816-0949, to Bear, Stearns & Co. Inc. at 245 Park
Avenue, 4th Floor, New York, NY 10167, Attn: David Granville-Smith, Tel:
(212) 272-5385, Fax: (212) 272-6227, to Blaylock & Partners, L.P. at 609
Fifth Avenue, 12th Floor, New York, NY 10017, Attn: Mr. Phillip Ippolito,
Sr. Vice President, Tel: (212) 715-6635, to Goldman, Sachs & Co. at 85
Broad Street, 29th Floor, Attn: Ben Smilchensky, New York, NY 10004, to
Lehman Brothers Inc. at 3 World Financial Center, 9th Floor, New York, NY
10285-0900, Attn: Medium-Term Note Desk, to Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated at 4 World Financial Center, 7th
Floor, New York, NY 10080, Attn: MTN Product Management, Tel: (212)
449-7476, Fax: (212) 449- 2234, to J. P. Morgan Securities Inc. at 60 Wall
Street, 3rd Floor, New York, NY 10260, Attn: Medium-Term Note Desk, to
Morgan Stanley & Co. Incorporated at 1585 Broadway, 2nd Floor, New York, NY
10036, Attn: Manager - Continuously Offered Products, Tel: (212) 761-4000,
Fax: (212) 761-0780, with a copy to: Morgan Stanley & Co. Incorporated,
1585 Broadway, 29th Floor, New York, NY 10036, Attn: Peter Cooper,
Investment Banking Information Center, Tel: (212) 761-8385, Fax: (212)
761-0260, to Utendahl Capital Partners, L.P. at 30 Broad Street, 21st
Floor, New York, NY 10004, Attn: Frank Shepard, Managing Director, and
LeRoy J. Watkins, Jr., Esq., General Counsel, and The Williams Capital
Group, L.P. at 650 Fifth Avenue, 10th Floor, New York, NY 10019, Attn:
Jonathan Levin; to SBC at 175 E. Houston, 12th Floor, San Antonio, TX
78205, Attention: General Attorney and Assistant General Counsel; and if
sent
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to SBC will be mailed, delivered or telegraphed and confirmed to SBC at 175
E. Houston, 7th Floor, San Antonio, TX 78205, Attention: Assistant
Treasurer.
13. Successors. This Agreement will inure to the benefit of and be binding upon
each of the parties hereto and their respective successors and the officers
and directors and controlling persons referred to in Section 8 hereof, and
no other person (other than the persons and to the extent referred to in
Section 11 hereof) will have any right or obligation hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
15. Counterparts. This Agreement may be executed by each of the parties hereto
in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the
same instrument.
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If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among SBC
and each of the Agents as of the date first set forth above.
Very truly yours,
SBC COMMUNICATIONS INC.
By: /s/ Donald E. Kiernan
-----------------------------
Donald E. Kiernan
Senior Executive Vice President,
Chief Financial Officer
<PAGE>
The foregoing Selling Agency Agreement is hereby confirmed and accepted as of
the date first set forth above.
SALOMON SMITH BARNEY INC.
By: /s/ Tim Davies
----------------------------
Tim Davies
Managing Director
BEAR, STEARNS & CO. INC
.
By: /s/ David Granville-Smith
----------------------------
Name: David Granville-Smith
Title: Senior Managing Director
BLAYLOCK & PARTNERS, L.P.
By: /s/ Robert Seelig
----------------------------
Name: Robert Seelig
Title: Managing Director
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
----------------------------
Name:
Title:
LEHMAN BROTHERS INC.
By: /s/ Martin Goldberg
----------------------------
Name: Martin Goldberg
Title: Senior Vice President
<PAGE>
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Scott Primrose
----------------------------
Name: Scott G. Primrose
Title: Authorized Signatory
J.P. MORGAN SECURITIES INC.
By: /s/ Robert Nordlinger
----------------------------
Name: Robert Nordlinger
Title: Vice President
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Harold J. Hendershot III
----------------------------
Name: Harold J. Hendershot III
Title: Vice President
UTENDAHL CAPITAL PARTNERS, L.P.
By: /s/ Matthew Greene
----------------------------
Name: Matthew K. Greene
Title: Managing Director
THE WILLIAMS CAPITAL GROUP, L.P.
By: /s/ David Goard
----------------------------
Name: David Goard
Title: Principal
<PAGE>
SCHEDULE I
Pursuant to Section 2(a) of the Selling Agency Agreement, SBC agrees to pay
each of the Agents a commission equal to the following percentage of the
principal amount of each Note sold by such Agent:
COMMISSION
TERM RATE
From 9 months to less than 1 year.................................. .125%
From 1 year to less than 18 months................................. .150%
From 18 months to less than 2 years................................ .200%
From 2 years to less than 3 years.................................. .250%
From 3 years to less than 4 years.................................. .350%
From 4 years to less than 5 years.................................. .450%
From 5 years to less than 6 years.................................. .500%
From 6 years to less than 7 years.................................. .525%
From 7 years to less than 10 years................................. .575%
From 10 years up to and including 15 years......................... .600%
From more than 15 years up to and including 20 years............... .675%
From more than 20 years up to and including 30 years............... .750%
More than 30 years................................................. *
----------------------
* The commission will be negotiated.
<PAGE>
EXHIBIT A
SBC Communications Inc.
Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue
TERMS AGREEMENT
_______________, 20__
SBC Communications Inc.
175 E. Houston, 7th Floor
San Antonio, TX 78205
Attention: Senior Executive Vice President,
Chief Financial Officer and Treasurer
Subject in all respects to the terms and conditions of the Selling Agency
Agreement dated August 28, 2000, among Salomon Smith Barney Inc., Bear, Stearns
& Co. Inc., Blaylock & Partners, L.P., Goldman, Sachs & Co., Lehman Brothers
Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Utendahl Capital
Partners, L.P., The Williams Capital Group, L.P. and you (the "Agreement"), the
undersigned agrees to purchase the following Notes of SBC Communications Inc.:
Aggregate Principal Amount:
Specified Currency:
Form of Note: _______ Definitive Securities
_______ Permanent Global
_______ Temporary Global
Type of Note: _______ Fixed Rate
_______ Floating Rate
For Fixed Rate Notes:
Interest Rate: _______ % per annum
For Floating Rate Notes:
Initial Interest Rate: _______ % per annum
Exhibit A - Page 1
<PAGE>
Base Rate: _______ LIBOR
_______ Treasury Rate
_______ Other (specify):
Index Maturity:
Spread (if applicable): _______ basis points
Spread Multiplier (if applicable): _______%
Maximum Interest Rate (if applicable):
Minimum Interest Rate (if applicable):
Interest Reset Dates (if applicable):
Calculation Agent:
Maturity:
Initial Redemption Date:
Redemption Premium:
Interest Payment Dates:
Record Dates:
Purchase Price: __________% of Principal Amount (plus accrued interest from
______________, 199_)
Purchase Date and Time:
Place for Delivery of Notes and
Payment Therefor:
Method of Payment:
Exhibit A - Page 2
<PAGE>
Redemption:
_____ The Notes are not redeemable prior to Maturity.
_____ The Notes are redeemable prior to Maturity on and after
________________, 20__ (the "Initial Redemption Date") at
prices that shall initially be ____% of the principal amount
of the Note to be redeemed and shall decline at each one-year
anniversary of the Initial Redemption Date by ____% of the
principal amount to be redeemed until the redemption price is
100% of such principal amount.
Repayment:
_____ The Notes are repayable at the option of the holder on and
after ______, 20__ (the "Optional Repayment Date(s)") subject
to the following terms: [repayment amount(s), price, interest,
revocability and method of calculation, if any].
_____ The Notes are not repayable at the option of the holder prior
to Maturity.
Additional terms, if any:
Modification, if any, in the
requirements to deliver the
documents specified in Section 6(b)
of the Agreement:
Period during which Debt Securities
may not be sold pursuant to Section
4(m) of the Agreement:
By: ________________________
Name:
Title:
Accepted:
SBC Communications Inc.
By: ________________________
Name:
Title:
Exhibit A - Page 3
