Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 16± 69K
Pursuant to a Transaction
2: EX-1 Underwriting Agreement 41 183K
3: EX-5 Opinion re: Legality 2± 10K
4: EX-12 Statement re: Computation of Ratios 1 7K
5: EX-23 Consent of Experts or Counsel 1 7K
6: EX-24 Power of Attorney 4± 17K
7: EX-25 Statement re: Eligibility of Trustee 53 370K
Southern New England Telecommunications Corporation
$470,000,000
Medium-Term Notes, Series 2
Due From Three to Thirty Years
From Date of Issue
Selling Agency Agreement
June __, 1995
New York, New York
Lehman Brothers Inc.
3 World Financial Center
200 Vesey Street
New York, New York 10285
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Dear Sirs:
Southern New England Telecommunications Corporation, a
Connecticut corporation (the "Company"), confirms its agreement with each of
you with respect to the issue and sale by the Company of up to $470,000,000
aggregate principal amount of its Medium-Term Notes, Series 2, Due from Three
to Thirty Years from Date of Issue (the "Notes"). The Notes will be issued
under an indenture (the "Indenture") dated as of July 10, 1991 between the
Company and Shawmut Bank Connecticut, National Association, as trustee (the
"Trustee"). Unless otherwise provided in a supplement to the Prospectus
Supplement, the Notes will be issued in minimum denominations of $100,000 and
in denominations exceeding such amount by integral multiples of $1,000, will
be issued only in fully registered form and will have the annual interest
rates, maturities and, if appropriate, 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, in the case of
Notes sold pursuant to Section 2(a), the Medium-Term Notes Administrative
Procedures attached hereto as Exhibit A (the "Procedures"). The Procedures
may only be amended by written agreement of the Company and you after notice
to, and with the approval of, the Trustee. For the purposes of this
Agreement, the term "Agent" shall refer to any of you acting solely in the
capacity as agent for the Company pursuant to Section 2(a) and not as
principal (collectively, the "Agents"), the term the "Purchaser" shall refer
to one of you acting solely as principal pursuant to Section 2(b) and not as
agent, and the term "you" shall refer to you collectively whether at any time
any of you is acting in both such capacities or in either such capacity.
1. Representations and Warranties. The Company represents and
warrants to, and agrees with, you as set forth below in this Section 1.
Certain terms used in this Section 1 are defined in paragraph (e) hereof.
(a) The Company meets the requirements for use of Form S-3
under the Securities Act of 1933 (the "Act") and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement on such Form (File Number: 33-________), including a basic
prospectus, which has become effective, for the registration under
the Act of $470,000,000 aggregate principal amount of debt securities
(the "Securities"), including the Notes. Such registration
statement, as amended at the date of this Agreement, meets the
requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and
complies in all other material respects with said Rule. The Company
has included in such registration statement, or has filed or will file
with the Commission pursuant to the applicable paragraph of Rule
424(b) under the Act, a supplement to the form of prospectus included
in such registration statement relating to the Notes and the plan of
distribution thereof (the "Prospectus Supplement"). In connection
with the sale of Notes the Company proposes to file with the
Commission pursuant to the applicable paragraph of Rule 424(b) under
the Act further supplements to the Prospectus Supplement specifying
the interest rates, maturity dates and, if appropriate, other terms
of the Notes sold pursuant hereto or the offering thereof.
(b) As of the Execution Time, on the Effective Date, when any
supplement to the Prospectus is filed with the Commission, as of the
date of any Terms Agreement (as defined by Section 2(b)) and at the
date of delivery by the Company of any Notes sold hereunder (a
"Closing Date"), (i) the Registration Statement, as amended as of any
such time, and the Prospectus, as supplemented as of any such time,
and the Indenture will comply in all material respects with the
applicable requirements of the Act, the Trust Indenture Act of 1939
(the "Trust Indenture Act") and the Securities Exchange Act of 1934
(the "Exchange Act") and the respective rules thereunder; (ii) the
Registration Statement, as amended as of any such time, did not or
will not 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; and (iii) the
Prospectus, as supplemented as of any such time, will not contain any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;
provided, however, that the Company makes no representations or
warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility and Qualification (Form
T-1) 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 supplement thereto) in reliance upon and in
conformity with information furnished in writing to the Company by
any of you specifically for use in connection with the preparation of
the Registration Statement or the Prospectus (or any supplement
thereto).
(c) The accountants who have certified or shall certify the
financial statements filed and to be filed with the Commission as
parts of the Registration Statement and the Prospectus are public or
certified accountants, independent with respect to the Company, as
required by the Act and the rules and regulations of the Commission
thereunder.
(d) Neither the issuance or sale of the Notes nor the
consummation of any other of the transactions herein contemplated nor
the fulfillment of the terms hereof will result in a breach of any of
the terms and provisions of, or constitute a default under, any
indenture, mortgage, deed of trust or other agreement or instrument
to which the Company is a party or by which it is bound, or the
Company's Restated Certificate of Incorporation or By-Laws, or, to the
best of its knowledge, any order, rule or regulation applicable to
the Company of any court, federal or state regulatory body,
administrative agency or other governmental body having jurisdiction
over the Company or its properties.
(e) The terms which follow, when used in this Agreement, shall
have the meanings indicated. The term "the Effective Date" shall
mean each date that the Registration Statement and any post-effective
amendment or amendments thereto became or become effective.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. "Basic Prospectus"
shall mean the form of basic prospectus relating to the Securities
contained in the Registration Statement at the Effective Date.
"Prospectus" shall mean the Basic Prospectus as supplemented by the
Prospectus Supplement. "Registration Statement" shall mean the
registration statement referred to in paragraph (a) above, including
incorporated documents, exhibits and financial statements, as amended
at the Execution Time. "Rule 415" and "Rule 424" refer to such rules
under the Act. Any reference herein to the Registration Statement,
the Basic Prospectus, the Prospectus Supplement or the Prospectus
shall be deemed to refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 which were filed
under the Exchange Act on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, the
Prospectus Supplement or the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement, the Basic Prospectus, the
Prospectus Supplement or the Prospectus shall be deemed to refer to
and include the filing of any document under the Exchange Act after
the Effective Date of the Registration Statement or the issue date of
the Basic Prospectus, the Prospectus Supplement or the Prospectus, as
the case may be, deemed to be incorporated therein by reference.
2. Appointment of Agents; Solicitation by the Agents of Offers
to Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and
conditions set forth herein, the Company 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 the Company.
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 the Company, to use its commercially reasonable best efforts to
solicit offers to purchase the Notes from the Company upon the terms and
conditions set forth in the Prospectus (and any supplement thereto) and in the
Procedures.
The Company 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 the Company, the Agents will forthwith suspend
solicitation of offers to purchase Notes from the Company until such time as
the Company has advised them that such solicitation may be resumed.
The Company agrees to pay each Agent a commission, on the
Closing Date with respect to each sale of Notes by the Company 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 the Company. 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 the Company at such time and in such amounts as such Agent deems
advisable. The Company shall have the sole right to accept offers to purchase
the Notes and may reject any such offer in whole or in part. Each Agent shall
have the right, in its sole discretion, to reject any offer to purchase Notes,
as a whole or in part, that it considers to be unacceptable and any such
rejection shall not be deemed a breach of its agreements herein contained.
The Company may from time to time offer Notes for sale otherwise than through
an Agent; provided, however, that so long as this Agreement shall be in effect
the Company shall not solicit or accept offers to purchase Notes through any
agent other than an Agent.
(b) Except as provided herein, whenever the Company and any
Agent determines that the Company shall sell Notes directly to such Agent as
Purchaser, each such sale of Notes shall be made in accordance with the terms
of this Agreement and, unless otherwise agreed by the Company and such Agent,
any supplemental agreement relating thereto between the Company and the
Purchaser. Each such supplemental agreement (which shall be substantially in
the form of Exhibit B) 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 the Company herein contained and shall be subject to the applicable terms
and conditions herein set forth. Each Terms Agreement shall describe the
Notes to be purchased by the Purchaser pursuant thereto, specify the principal
amount of such Notes, the price to be paid to the Company for such Notes, any
applicable discounts or commissions, the rate at which interest will be paid
on the Notes, the Closing Date for such Notes, the place of delivery of the
Notes and payment therefor, the method of payment, any modification of the
requirements for the delivery of the opinions of counsel, the certificates
from the Company or its officers, and the letter from the Company's
independent public accountants, pursuant to Section 6(b) and any other terms
agreed to by the Company and the Purchaser. Such Terms Agreement shall also
specify the period of time referred to in Section 4(m).
Delivery of the certificates for Notes sold to the Purchaser
pursuant to any Terms Agreement shall be made as agreed to between the Company
and the Purchaser as set forth in the respective Terms Agreement, not later
than the Closing Date set forth in such Terms Agreement, against payment of
funds to the Company in the net amount due to the Company for such Notes by
the method and in the form set forth in the respective Terms Agreement.
3. Offering and Sale of Notes. Each Agent and the Company
agree to perform the respective duties and obligations specifically provided
to be performed by them in the Procedures.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of the Notes, the
Company will not file any amendment of the Registration Statement or
supplement to the Prospectus (except for (i) periodic or current
reports filed under the Exchange Act, (ii) a supplement relating to
any offering of Notes providing solely for the specification of or a
change in the maturity dates, interest rates, issuance prices or
other similar terms of any Notes or (iii) a supplement relating to an
offering of Securities other than the Notes) unless the Company has
furnished each of you a copy for your review prior to filing and
given each of you a reasonable opportunity to comment on any such
proposed amendment or supplement. Subject to the foregoing sentence,
the Company will cause each supplement to the Prospectus to be filed
with the Commission pursuant to the applicable paragraph of Rule
424(b) within the time period prescribed and will provide evidence
satisfactory to you of such filing. The Company will promptly advise
each of you (i) when the Prospectus, and any supplement thereto,
shall have been filed with the Commission pursuant to Rule 424(b),
(ii) when, prior to the termination of the offering of the Notes, any
amendment of the Registration Statement shall have been filed or
become effective, (iii) of any request by the Commission for any
amendment of the Registration Statement or supplement to the
Prospectus or for any additional information, (iv) of the issuance by
the Commission 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 the Company 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. The Company 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;
(b) If, at any time when a prospectus relating to the Notes is
required to be delivered under the Act, any event occurs as a result
of which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the 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 Act or the Exchange Act
or the respective rules thereunder, the Company promptly will (i)
notify each of you to suspend solicitation of offers to purchase
Notes (and, if so notified by the Company, each of you shall
forthwith suspend such solicitation and cease using the Prospectus as
then supplemented), (ii) prepare and file with the Commission,
subject to the first sentence of paragraph (a) of this Section 4, an
amendment or supplement which will correct such statement or omission
or effect such compliance and (iii) supply any supplemented Prospectus
to each of you in such quantities as you may reasonably request. If
such amendment or supplement, and any documents, certificates and
opinions furnished to each of you pursuant to paragraph (g) of this
Section 4 in connection with the preparation or filing of such
amendment or supplement are satisfactory in all respects to you, you
will, upon the filing of such amendment or supplement with the
Commission 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) The Company, during the period when a prospectus relating
to the Notes is required to be delivered under the Act, will file
promptly all documents required to be filed with the Commission
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and
will furnish to each of you copies of such documents. In addition,
on or prior to the date on which the Company makes any announcement
to the general public concerning earnings or concerning any other
event which is required to be described, or which the Company
proposes to describe, in a document filed pursuant to the Exchange
Act, the Company will furnish to each of you the information
contained or to be contained in such announcement. The Company also
will furnish to each of you copies of all other press releases or
announcements to the general public. The Company will immediately
notify each of you of any downgrading in the rating of the Notes or
any other debt securities of the Company, any proposal to downgrade
the rating of the Notes or any other debt securities of the Company,
or any public announcement that any of the debt securities of the
Company have been placed on what is commonly termed a "watch list"
for possible downgrading, by any "nationally recognized statistical
rating organization" (as defined for purposes of Rule 436(g) under
the Act), as soon as the Company learns of any such downgrading,
proposal to downgrade or public announcement;
(d) As soon as practicable, the Company will make generally
available to its security holders and to each of you an earnings
statement or statements of the Company which will satisfy the
provisions of Section 11(a) of the Act and Rule 158 under the Act;
(e) The Company will furnish to each of you and your counsel,
without charge, copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus may be
required by the Act, as many copies of the Prospectus and any
supplement thereto as you may reasonably request;
(f) The Company will arrange for the qualification of the
Notes for sale under the laws of such jurisdictions as any of you may
designate, will maintain such qualifications in effect so long as
required for the distribution of the Notes, and will arrange for the
determination of the legality of the Notes for purchase by
institutional investors;
(g) The Company shall furnish to each of you such information,
documents, certificates of officers of the Company and opinions of
counsel for the Company relating to the business, operations and
affairs of the Company, the Registration Statement, the Prospectus,
and any amendments thereof or supplements thereto, the Indenture, the
Notes, this Agreement, the Procedures and the performance by the
Company and you of its and your respective obligations hereunder and
thereunder as any of you may from time to time and at any time prior
to the termination of this Agreement reasonably request;
(h) The Company shall, whether or not any sale of the 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 or
other production 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 compliance with Section 4(f), the fees and disbursements
of the Trustee and the fees of any agency that rates the Notes, (ii)
reimburse each of you on a monthly basis for all reasonable
out-of-pocket expenses (including without limitation advertising
expenses) incurred by you in connection with this Agreement and (iii)
pay the reasonable fees and expenses of your counsel incurred in
connection with this Agreement;
(i) Each acceptance by the Company of an offer to purchase
Notes will be deemed to be a reconfirmation to you of the
representations and warranties of the Company in Section 1(a);
(j) Each time that the Registration Statement or the
Prospectus is amended or supplemented (other than by an amendment or
supplement relating to any offering of Securities other than the
Notes or providing solely for the specification of or a change in the
maturity dates, the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto), the Company will
deliver or cause to be delivered promptly to each of you a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of the
Company, dated the date of the effectiveness of such amendment or the
date of the filing of such supplement, in form reasonably
satisfactory to you, of the same tenor as the certificate referred to
in Section 5(e) but modified to relate to the last day of the fiscal
quarter for which financial statements of the Company were last filed
with the Commission 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 an amendment or
supplement (i) relating to any offering of Securities other than the
Notes, (ii) providing solely for the specification of or a change in
the maturity dates, the interest rates, the issuance prices or other
similar terms of any Notes sold pursuant hereto or (iii) setting
forth or incorporating by reference financial statements or other
information as of and for a fiscal quarter, unless, in the case of
clause (iii) above, in the reasonable judgment of any of you, such
financial statements or other information are of such a nature that
an opinion of counsel should be furnished), the Company shall furnish
or cause to be furnished promptly to each of you a written opinion of
counsel of the Company satisfactory to each of you, dated the date of
the effectiveness of such amendment or the date of the filing of such
supplement, in form satisfactory to each of you, of the same tenor as
the opinions referred to in Sections 5(b) and 5(c) 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 each of 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, the Company shall cause its
independent public accountants promptly to furnish each of you a
letter, dated the date of the effectiveness of such amendment or the
date of the filing of such supplement, in form satisfactory to each
of you, of the same tenor as the letter referred to in Section 5(f)
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,
however, that, if the Registration Statement or the Prospectus is
amended or supplemented solely to include or incorporate by reference
financial information as of and for a fiscal quarter, the Company's
independent public accountants may limit the scope of such letter,
which shall be satisfactory in form to each of you, to the unaudited
financial statements, the related "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and any
other information of an accounting, financial or statistical nature
included in such amendment or supplement, unless, in the reasonable
judgment of any of you, such letter should cover other information or
changes in specified financial statement line items;
(m) During the period, if any, specified in any Terms
Agreement, the Company shall not, without the prior consent of the
Purchaser thereunder, issue or announce the proposed issuance of any
of its debt securities, including Notes, with terms substantially
similar to the Notes being purchased pursuant to such Terms
Agreement, other than borrowings under its revolving credit
agreements and lines of credit and issuances of its commercial paper;
and
(n) The Company will apply the proceeds from the sale of the
Notes as set forth under the heading "Use of Proceeds" in the
Prospectus.
5. Conditions to the Obligations of the Agents. The
obligations of each Agent to solicit offers to purchase the Notes shall be
subject to the accuracy of the representations and warranties on the part of
the Company contained herein as of the Execution Time, on the Effective Date,
when any supplement to the Prospectus is filed with the Commission and as of
each Closing Date, to the accuracy of the statements of the Company made in
any certificates pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder and to the following additional
conditions:
(a) If filing of the Prospectus, or any supplement thereto, is
required pursuant to Rule 424(b), the Prospectus, and any such
supplement, shall have been filed in the manner and within the time
period required by Rule 424(b); the Indenture shall be qualified
under the Trust Indenture Act; and no stop order suspending the
effectiveness of the Registration Statement shall have been issued
and no proceedings for that purpose shall have been instituted or
threatened;
(b) The Company shall have furnished to each Agent the opinion
of the General Counsel of the Company, dated the Execution Time, 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 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 material
properties or conducts material business;
(ii) the Notes conform to the description thereof contained
in the Prospectus (subject to the insertion in the Notes of the
maturity dates, the interest rates and other similar terms
thereof which will be described in supplements to the
Prospectus as contemplated by the fourth sentence of Section
1(a) of this Agreement);
(iii) the Indenture has been duly authorized, executed and
delivered, has been duly qualified under the Trust Indenture
Act, 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 the Notes have been duly authorized and, when
executed and authenticated in accordance with the provisions of
the Indenture and delivered to and paid for by the purchasers
thereof, will constitute legal, valid and binding obligations of
the Company entitled to the benefits of the Indenture;
(iv) 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, 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 the Company fairly
summarize such matters;
(v) 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 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 (other than the financial statements and other
financial and statistical information contained or incorporated
by reference 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 rules thereunder;
and such counsel has no reason to believe that the Registration
Statement at the 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 the Prospectus
includes any untrue statement of a material fact or omits to
state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made,
not misleading;
(vi) each document or portion thereof incorporated by
reference in the Registration Statement or the Prospectus
(other than financial statements and other financial and
statistical information contained therein as to which such
counsel need express no opinion) complies as to form in all
material respects with the applicable requirements of the
Exchange Act and the rules thereunder;
(vii) this Agreement has been duly authorized, executed and
delivered by the Company;
(viii) no consent, approval, authorization or order of any
court or governmental agency or body is required for the
consummation of the transactions contemplated herein except
such as have been obtained under the Act and except such as may
be required under the blue sky laws of any jurisdiction in
connection with the sale of the Notes as contemplated by this
Agreement and such other approvals (specified in such opinion)
as have been obtained;
(ix) neither the execution and delivery of the Indenture,
the issue and sale of the Notes, nor the consummation of any
other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a
breach of, or constitute a default under, the restated
certificate of incorporation or by-laws of the Company or the
terms of any indenture or other agreement or instrument known
to such counsel and to which the Company 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; and
(x) the statements in the Prospectus under the captions
"Description of the Notes" and "Plan of Distribution", in the
Registration Statement under Item 15 and in "Item 3 - Legal
Proceedings" of the Company's most recent annual report on Form
10-K incorporated by reference in the Prospectus, insofar as
such statements constitute summaries of the legal matters,
documents or proceedings referred to therein, fairly present the
information called for with respect to such legal matters,
documents and proceedings and fairly summarize the matters
referred to therein.
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 Connecticut or 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 counsel for the Agent and (B) as to matters of fact,
to the extent deemed proper, on certificates of responsible officers
of the Company and public officials. In rendering the opinions with
respect to the matters covered by clause (v) above, such counsel may
state that their opinion and belief are based upon the procedures
specified in such opinion but are otherwise without independent check
or verification. References to the Prospectus in this paragraph (b)
include any supplements thereto at the date such opinion is rendered;
(c) The Company shall have furnished to each Agent the opinion
of Day, Berry & Howard, tax counsel to the Company, dated the date
hereof, in which such counsel confirms as its opinion the statements
contained in the Prospectus under the caption "Taxation";
(d) Each Agent shall have received from Davis Polk & Wardwell,
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 (together with
any supplement thereto) and other related matters as the Agents may
reasonably require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of enabling
them to pass upon such matters, provided that as to matters governed
by the laws of the State of Connecticut, the opinion of such counsel
may rely on the opinion given pursuant to subparagraph (b);
(e) The Company shall have furnished to each Agent a
certificate of the Company, signed by the Chairman of the Board or
the President and the principal financial or accounting officer of the
Company, dated the Execution Time, to the effect that the signers of
such certificate have carefully examined the Registration Statement,
the Prospectus, any supplement to the Prospectus 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
Agents to solicit offers to purchase the Notes;
(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 the Company's
knowledge, threatened; and
(iii) since the date of the most recent financial statements
included in the Prospectus (exclusive of any supplement
thereto), there has been no material adverse change in the
condition (financial or other), earnings, business or
properties of the Company, 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
supplement thereto).
(f) At the Execution Time, Coopers & Lybrand L.L.P. (or other
auditors to the Company) shall have furnished to each Agent a letter
or letters (which may refer to letters previously delivered to the
Agents), dated as of the Execution Time, in form and substance
satisfactory to the Agents, containing statements and information of
the type ordinarily included in accountant's "comfort letters" to
underwriters with respect to the financial statements and certain
financial information contained in or incorporated by reference into
the Registration Statement and the Prospectus, as amended or
supplemented; and
(g) Prior to the Execution Time, the Company shall have
furnished to each Agent such further information, documents,
certificates and opinions of counsel 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 such Agents and counsel for the Agents,
this Agreement and all obligations of any Agent hereunder may be canceled at
any time by the Agents. Notice of such cancellation shall be given to the
Company 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 Davis Polk & Wardwell, counsel for the Agents,
at 450 Lexington Avenue, New York, New York, on the date hereof.
6. Conditions to the Obligations of the Purchaser. The
obligations of the Purchaser to purchase any Notes will be subject to the
accuracy of the representations and warranties on the part of the Company
herein as of the date of any related Terms Agreement and as of the Closing
Date for such Notes, to the performance and observance by the Company of all
applicable covenants and agreements herein contained on its part to be
performed and observed and to the following additional conditions precedent:
(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for
that purpose shall have been instituted or threatened;
(b) If specified by any related Terms Agreement and except to
the extent modified by such Terms Agreement, the Purchaser shall have
received, appropriately updated, (i) a certificate of the Company,
dated as of the Closing Date, to the effect set forth in Section 5(e)
(except that references to the Prospectus shall be to the Prospectus
as supplemented at the time of execution of the Terms Agreement),
(ii) the opinion of the General Counsel of the Company, dated as of
the Closing Date, to the effect set forth in Section 5(b), (iii) the
opinion of Day, Berry & Howard, dated as of the Closing Date, to the
effect set forth in Section 5(c), (iv) the opinion of Davis Polk &
Wardwell, counsel for the Purchaser, dated as of the Closing Date, to
the effect set forth in Section 5(d), and (v) letter of Coopers &
Lybrand L.L.P., independent accountants for the Company, dated as of
the Closing Date, to the effect set forth in Section 5(f); and
(c) Prior to the Closing Date, the Company shall have
furnished to the Purchaser such further information, certificates and
documents as the Purchaser may reasonably request.
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 and any Terms Agreement, or if any of the opinions and certificates
mentioned above or elsewhere in this Agreement or such Terms Agreement shall
not be in all material respects reasonably satisfactory in form and substance
to the Purchaser and its counsel, such Terms Agreement and all obligations of
the Purchaser thereunder and with respect to the Notes subject thereto may be
canceled at, or at any time prior to, the respective Closing Date by the
Purchaser. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.
7. Right of Person Who Agreed to Purchase to Refuse to
Purchase. The Company agrees that any person who has agreed to purchase and
pay for any Note, including a Purchaser and any person who purchases pursuant
to a solicitation by any of the Agents, shall have the right to refuse to
purchase such Note if, at the Closing Date therefor, either (a) any condition
set forth in Section 5 or 6, as applicable, shall not be satisfied or (b)
subsequent to the agreement to purchase such Note, any change, or any
development involving a prospective change, in or affecting the business or
properties of the Company shall have occurred the effect of which is, in the
reasonable judgment of the Purchaser or the Agent which presented the offer to
purchase such Note, as applicable, so material and adverse as to make it
impractical or inadvisable to proceed with the delivery of such Note.
8. Indemnification and Contribution. (a) The Company agrees
to indemnify and hold harmless each of you and each person who controls each
of you within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which
you, they or any of you or them may become subject under the Act, the Exchange
Act or 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 any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement for the registration of the Securities as originally filed or in any
amendment thereof, or in the Prospectus or any preliminary Prospectus, or in
any amendment thereof 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,
and agrees to reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that (i) the Company will 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 any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Company by any of you specifically for use
in connection with the preparation thereof, and (ii) such indemnity with
respect to the Prospectus or any preliminary Prospectus shall not inure to the
benefit of any of you (or any person controlling any of you) from whom the
person asserting any such loss, claim, damage or liability purchased the Notes
which are the subject thereof if such person did not receive a copy of the
Prospectus (or the Prospectus as supplemented) excluding documents incorporated
therein by reference at or prior to the confirmation of the sale of such Notes
to such person in any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in the Prospectus or
any preliminary Prospectus was corrected in the Prospectus (or the Prospectus
as supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.
(b) Each of you agrees to indemnify and hold harmless the
Company, each of its directors, each of its officers who signs the
Registration Statement and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to you, but only with reference to
written information relating to such of you furnished to the Company by such
of you specifically for use in the preparation of the documents referred to in
the foregoing indemnity. This indemnity agreement will be in addition to any
liability which you may otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action, such indemnified party
will, 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
commencement thereof; but the omission so to notify the indemnifying party
will not relieve it from any liability which it may have to any indemnified
party otherwise than under this Section 8. In case any such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written notice delivered to
the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified 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
paragraph (a) of this Section 8, representing the indemnified parties under
such paragraph (a) who are parties to such action), (ii) the indemnifying
party shall not have employed counsel 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). The indemnifying party shall not be liable under this
Agreement with respect to any settlement made by any indemnified party without
prior written consent by the indemnifying party to such settlement.
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 8 is due in accordance with its terms but is for any reason held
by a court to be unavailable from the Company on the grounds of policy or
otherwise, the Company and each of you shall contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending same) to
which the Company and any of you may be subject in such proportion so that
each of you is responsible for that portion represented by the percentage that
the aggregate commissions received by such of you pursuant to Section 2 in
connection with the Notes from which such losses, claims, damages and
liabilities arise (or, in the case of Notes sold pursuant to a Terms
Agreement, the aggregate commissions that would have been received by such of
you if such commissions had been payable), bears to the aggregate principal
amount of such Notes sold and the Company is responsible for the balance;
provided, however, that (y) in no case shall any of you be responsible for any
amount in excess of the commissions received by such of you in connection with
the Notes from which such losses, claims, damages and liabilities arise (or,
in the case of Notes sold pursuant to a Terms Agreement, the aggregate
commissions that would have been received by such of you if such commissions
had been payable) 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 you 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).
9. Termination. (a) This Agreement will continue in effect
until terminated as provided in this Section 9. This Agreement may be
terminated by either the Company as to any of you or any of you insofar as this
Agreement relates to such of you, giving written notice of such termination to
such of you or the Company, 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
party hereto, except as provided in the fourth paragraph of Section 2(a),
Section 4(h), 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 the Company prior
to delivery of any payment for Notes to be purchased thereunder, if prior to
such time (i) trading in the Company's Common Stock shall have been suspended
by the Commission or the New York or Pacific Stock Exchange or trading in
securities generally on the New York Stock Exchange shall have been suspended
or limited or minimum prices shall have been established on such Exchange (ii)
a banking moratorium shall have been declared either by Federal or New York
State authorities, (iii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on
the financial markets of the United States is such as to make it, in the
judgment of the Purchaser, impracticable to market such Notes or (iv) if the
rating assigned by the nationally recognized securities rating agency to any
debt securities of the Company as of the date of the applicable Terms
Agreement shall have been lowered since that date or if any such rating agency
shall have publicly announced that it has placed any debt securities of the
Company on what is commonly termed a "watch list" for possible downgrading.
10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of you set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any
investigation made by or on behalf of you or the Company 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
Sections 4(h) and 8 hereof shall survive the termination or cancellation of
this Agreement.
11. Notices. All communications hereunder will be in writing
and effective only on receipt, and, if sent to any of you, will be mailed,
delivered or telegraphed and confirmed to such of you, at the address
specified in Schedule I hereto; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 227 Church Street, New Haven,
Connecticut 06506, attention of the Treasurer.
12. Successors. This Agreement will inure to the benefit of and
be binding upon 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 will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York.
14. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signature thereto and hereto were upon the same instrument.
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 the Company and you.
Very truly yours,
Southern New England
Telecommunications Corporation
By
Vice President & Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date hereof.
Lehman Brothers Inc.
By
Managing Director
(Goldman, Sachs & Co.)
Salomon Brothers Inc.
By
EXHIBIT A
Southern New England Telecommunications Corporation
Medium-Term Note Administrative Procedures
June 1995
The Medium-Term Notes, Series 2, Due from Three to Thirty Years
from Date of Issue (the "Notes") of Southern New England Telecommunications
Corporation (the "Company") are to be offered on a continuing basis. Lehman
Brothers Inc., Goldman, Sachs & Co. and Salomon Brothers Inc, as agents (each
an "Agent"), have agreed to solicit purchases of Notes issued in fully
registered form. The Agents will not be obligated to purchase Notes for their
own account. The Notes are being sold pursuant to a Selling Agency Agreement
between the Company and the Agents dated the date hereof (the "Agency
Agreement"). The Notes will rank equally with all other unsecured and
unsubordinated debt of the Company and have been registered with the
Securities and Exchange Commission (the "Commission"). Shawmut Bank
Connecticut, National Association is the trustee (the "Trustee") under the
Indenture covering the Notes (the "Indenture").
Each Note will be represented by either a Global Security (as
defined hereinafter) delivered to the Trustee, as agent for The Depository
Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC
(a "Book-Entry Note") or a certificate delivered to the Holder thereof or a
Person designated by such Holder (a "Certificated Note"). Except in the
Company's sole discretion or if DTC is unwilling or unable to continue as
depository and a successor depository is not appointed by the Company in 90
days, an owner of a Book-Entry Note will not be entitled to receive a
certificate representing such Note.
The procedures to be followed during, and the specific terms
of, the solicitation of orders by the Agents and the sale as a result thereof
by the Company are explained below. Administrative and record-keeping
responsibilities will be handled for the Company by its Treasury Department.
The Company will advise the Agents and the Trustee in writing of those persons
handling administrative responsibilities with whom the Agents and the Trustee
are to communicate regarding orders to purchase Notes and the details of their
delivery.
Administrative procedures and specific terms of the offering
are explained below. Book-Entry Notes will be issued in accordance with the
administrative procedures set forth in Part I hereof, as adjusted in
accordance with changes in DTC's operating requirements, and Certificated
Notes will be issued in accordance with the administrative procedures set
forth in Part II hereof. Unless otherwise defined herein, terms defined in
the Indenture and the Notes shall be used herein as therein defined. To the
extent the procedures set forth below conflict with the provisions of the
Notes, the Indenture, DTC's operating requirements or the Agency Agreement,
the relevant provisions of the Notes, the Indenture, DTC's operating
requirements and the Agency Agreement, as the case may be, shall control.
PART I
Administrative Procedures for
Book-Entry Notes
In connection with the qualification of the Book-Entry Notes
for eligibility in the book-entry system maintained by DTC, the Trustee will
perform the custodial, document control and administrative functions described
below, in accordance with its respective obligations under a Letter of
Representations from the Company and the Trustee to DTC dated as of the date
hereof and a Medium-Term Note Certificate Agreement between the Trustee and
DTC and its obligations as a participant in DTC, including DTC's Same-Day
Funds Settlement system ("SDFS").
Issuance: On any date of settlement (as defined under
"Settlement" below) for one or more Book-Entry
Notes, the Company will issue a single global
security (or more than one, if DTC requires it) in
fully registered form without coupons (a "Global
Security") representing up to $470,000,000
principal amount of all such Book-Entry Notes that
have the same original issue date, original issue
discount provisions, if any, Interest Payment
Dates, Regular Record Dates, Interest Payment
Period, redemption provisions, if any, Maturity
Date, and interest rate (collectively, the
"Terms"). Each Global Security will be dated and
issued as of the date of its authentication by the
Trustee. Each Global Security will bear an original
issue date, which will be (i) with respect to an
original Global Security (or any portion thereof),
the original issue date specified in such Global
Security and (ii) following a consolidation of
Global Securities, with respect to the Global
Security resulting from such consolidation, the
most recent Interest Payment Date to which interest
has been paid or duly provided for on the
predecessor Global Securities, regardless of the
date of authentication of such resulting Global
Security. No Global Security will represent any
Certificated Note.
Identification The Agent, on behalf of the
Numbers: Company, has arranged with the CUSIP Service Bureau
of Standard & Poor's Corporation (the "CUSIP
Service Bureau") for the reservation of a series of
CUSIP numbers, which series consists of
approximately 900 CUSIP numbers and relates to
Global Securities representing Book-Entry Notes and
book-entry medium-term notes issued by the Company
with other series designations. The Company has
obtained from the CUSIP Service Bureau a written
list of such reserved CUSIP numbers and the Company
has delivered to the Trustee and DTC a written list
of such CUSIP numbers of such series. The Company
will assign CUSIP numbers to Global Securities as
described below under Settlement Procedure "B".
DTC will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that the Company
has assigned to Global Securities. The Trustee
will notify the Company at any time when fewer than
100 of the reserved CUSIP numbers remain unassigned
to Global Securities, and, if it deems necessary,
the Company will reserve additional CUSIP numbers
for assignment to Global Securities. Upon
obtaining such additional CUSIP numbers, the
Company shall deliver a list of such additional
CUSIP numbers to the Trustee and DTC.
Registration: Global Securities will be issued only in fully
registered form without coupons. Each Global
Security will be registered in the name of CEDE &
CO., as nominee for DTC, on the securities register
for the Notes maintained under the Indenture. The
beneficial owner of a Book-Entry Note (or one or
more indirect participants in DTC designated by such
owner) will designate one or more participants in
DTC (with respect to such Book-Entry Note, the
"Participants") to act as agent or agents for such
owner in connection with the book-entry system
maintained by DTC, and DTC will record in
book-entry form, in accordance with instructions
provided by such Participants, a credit balance
with respect to such beneficial owner in such
Book-Entry Note in the account of such
Participants. The ownership interest of such
beneficial owner (or such participant) in such
Book-Entry Note will be recorded through the
records of such Participants or through the
separate records of such Participants and one or
more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be accomplished
by book entries made by DTC and, in turn, by
Participants (and in certain cases, one or more
indirect participants in DTC) acting on behalf of
beneficial transferors and transferees of such Note.
Exchanges: Upon receipt of written instructions by the
Company, the Trustee may deliver to DTC and the
CUSIP Service Bureau at any time a written notice
of consolidation (a copy of which shall be attached
to the resulting Global Security described below)
specifying (i) the CUSIP numbers of two or more
Outstanding Global Securities that represent
Book-Entry Notes having the same Terms and for
which interest has been paid to the same date, (ii)
a date, occurring at least thirty days after such
written notice is delivered and at least thirty days
before the next Interest Payment Date for such
Book-Entry Notes, on which such Global Securities
shall be exchanged for a single replacement Global
Security and (iii) a new CUSIP number, obtained from
the Company, to be assigned to such replacement
Global Security. Upon receipt of such a notice,
DTC will send to its participants (including the
Trustee) a written reorganization notice to the
effect that such exchange will occur on such date.
Prior to the specified exchange date, the Trustee
will deliver to the CUSIP Service Bureau a written
notice setting forth such exchange date and such
new CUSIP number and stating that, as of such
exchange date, the CUSIP numbers of the Global
Securities to be exchanged will no longer be valid.
On the specified exchange date, the Trustee will
exchange such Global Securities for a single Global
Security bearing the new CUSIP number and the CUSIP
numbers of the exchanged Global Securities will, in
accordance with CUSIP Service Bureau procedures, be
canceled and not immediately reassigned.
Notwithstanding the foregoing, if the Global
Securities to be exchanged exceed $470,000,000 in
aggregate principal amount, one Global Security
will be authenticated and issued to represent each
$470,000,000 of principal amount of the exchanged
Global Securities and an additional Global Security
will be authenticated and issued to represent any
remaining principal amount of such Global
Securities (see "Denominations" below).
Maturities: Each Book-Entry Note will mature on a date not less
than three years nor more than thirty years after
the settlement date for such Note.
Denominations: Unless otherwise provided in a supplement to the
Prospectus Supplement, Book-Entry Notes will be
issued in principal amounts of $100,000 or any
amount in excess thereof that is an integral
multiple of $1,000. Global Securities will be
denominated in principal amounts not in excess of
$150,000,000. If one or more Book-Entry Notes
having an aggregate principal amount in excess of
$150,000,000 would, but for the preceding sentence,
be represented by a single Global Security, then
one Global Security will be authenticated and
issued to represent each $150,000,000 principal
amount of such Book-Entry Note or Notes and an
additional Global Security will be authenticated
and issued to represent any remaining principal
amount of such Book-Entry Note or Notes. In such a
case, each of the Global Securities representing
such Book-Entry Note or Notes shall be assigned the
same CUSIP number.
Interest: General. Interest, if any, on each Book-Entry Note
will accrue from the original issue date for the
first interest period or the last date to which
interest has been paid, if any, for each subsequent
interest period, on the Global Security
representing such Book-Entry Note, and will be
calculated and paid in the manner described in such
Book-Entry Note and the Indenture. Unless
otherwise specified therein, each payment of
interest on a Book-Entry Note will include interest
accrued to but excluding the Interest Payment Date
or to but excluding Maturity or the date fixed for
redemption (the "Redemption Date") (other than a
Maturity or the Redemption Date of a Book-Entry Note
occurring on the 31st day of a month, in which case
such payment of interest will include interest
accrued to but excluding the 30th day of such
month). Standard & Poor's Corporation will use the
information received in the pending deposit message
described under Settlement Procedure "C" below in
order to include the amount of any interest payable
and certain other information regarding the related
Global Security in the appropriate (daily or
weekly) bond report published by Standard & Poor's
Corporation.
Regular Record Dates. The Regular Record Date with
respect to any Interest Payment Date shall be the
date fifteen calendar days immediately preceding
such Interest Payment Date.
Interest Payment Dates. Unless otherwise specified
pursuant to Settlement Procedure "A" below or the
applicable Pricing Supplement, interest payments on
Book-Entry Notes will be made semiannually on
February 15 and August 15 of each year, and at
Maturity or the Redemption Date; provided, however,
that in the case of a Book-Entry Note issued
between a Regular Record Date and an Interest
Payment Date, the first interest payment will be
made on the Interest Payment Date following the
next succeeding Regular Record Date.
Notice of Interest Payment and Regular Record
Dates. On the first Business Day of January,
April, July and October of each year, the Trustee
will deliver to the Company and DTC a written list
of Regular Record Dates and Interest Payment Dates
that will occur with respect to Book-Entry Notes
during the six-month period beginning on such first
Business Day.
Calculation of Interest on Book-Entry Notes
Interest: (including interest for partial periods) will be
calculated on the basis of a 360-day year of twelve
30-day months.
Payments of Payment of Interest Only. Promptly
Principal and after each Regular Record Date, the
Interest: Trustee will deliver to the Company
will deliver to the Company and DTC a written
notice setting forth, by CUSIP number, the amount
of interest to be paid on each Global Security on
the following Interest Payment Date (other than an
Interest Payment Date coinciding with Maturity or
the Redemption Date) and the total of such amounts.
DTC will confirm the amount payable on each Global
Security on such Interest Payment Date by reference
to the appropriate (daily or weekly) bond reports
published by Standard & Poor's Corporation. The
Company will pay to the Trustee, as paying agent,
the total amount of interest due on such Interest
Payment Date (other than at Maturity or the
Redemption Date), and the Trustee will pay such
amount to DTC, at the times and in the manner set
forth below under "Manner of Payment". If any
Interest Payment Date for a Book-Entry Note is not
a Business Day, the payment due on such day shall
be made on the next succeeding Business Day and no
interest shall accrue on such payment for the
period from and after such Interest Payment Date.
Payments at Maturity or on the Redemption Date. On
or about the first Business Day of each month, the
Trustee will deliver to the Company and DTC a
written list of principal, premium, if any, and
interest to be paid on each Global Security
maturing (on a Maturity or Redemption Date or
otherwise) in the following month. The Trustee, the
Company and DTC will confirm the amounts of such
principal, premium, if any, and interest payments
with respect to each such Global Security on or
about the fifth Business Day preceding the Maturity
or the Redemption Date of such Global Security. On
or before Maturity or the Redemption Date, the
Company will pay to the Trustee, as paying agent,
the principal amount of such Global Security,
premium, if any, together with interest due at such
Maturity or Redemption Date. The Trustee following
receipt of such funds from the Company will pay
such amount to DTC at the times and in the manner
set forth below under "Manner of Payment". If any
Maturity or Redemption Date of a Global Security
representing Book-Entry Notes is not a Business
Day, the payment due on such day shall be made on
the next succeeding Business Day and no interest
shall accrue on such payment for the period from
and after such Maturity or Redemption Date.
Promptly after payment to DTC of the principal,
premium, if any, and interest due at Maturity or on
the Redemption Date of such Global Security, the
Trustee will cancel such Global Security in
accordance with the Indenture and so advise the
Company. On the first Business Day of each month,
the Trustee will deliver to the Trustee a written
statement indicating the total principal amount of
Outstanding Global Securities as of the immediately
preceding Business Day.
Manner of Payment. The total amount of any
principal, premium, if any, and interest due on
Global Securities on any Interest Payment Date or
at Maturity or on the Redemption Date shall be paid
by the Company to the Trustee in immediately
available funds no later than 9:30 A.M.(New York
City time) on such date. The Company will make such
payment on such Global Securities by instructing
the Trustee to withdraw funds from an account
maintained by the Company at the Trustee or by wire
transfer to the Trustee. The Company will confirm
any such instructions in writing to the Trustee.
The Trustee will, following receipt of such funds
from the Company, pay by separate wire transfer
(using Fedwire message entry instructions in a form
previously specified by DTC) to an account at the
Federal Reserve Bank of New York previously
specified by DTC, in funds available for immediate
use by DTC, each payment of principal, premium, if
any, (together with interest thereon) due on a
Global Security on such date of Maturity or on the
Redemption Date. On each Interest Payment Date
(other than at Maturity or on the Redemption Date),
interest payments shall be made to DTC, in funds
available for immediate use by DTC, in accordance
with existing arrangements between the Trustee and
DTC. On each such date, DTC will pay, in
accordance with its SDFS operating procedures then
in effect, such amounts in funds available for
immediate use to the respective Participants in
whose names the Book-Entry Notes represented by
such Global Securities are recorded in the
book-entry system maintained by DTC. Neither the
Company (as issuer or as paying agent), nor the
Trustee shall have any direct responsibility or
liability for the payment by DTC to such
Participants of the principal of and interest on
the Book-Entry Notes.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld from
any interest payment on a Book-Entry Note will be
determined and withheld by the Participant, indirect
participant in DTC or other Person responsible for
forwarding payments and materials directly to the
beneficial owner of such Note.
Procedure for Rate The Company and the Agents will
Setting and discuss from time to time the
Posting: aggregate principal amount of, the issuance price
of, and the interest rates to be borne by,
Book-Entry Notes that may be sold as a result of the
solicitation of orders by the Agents. If the
Company decides to set prices of, and rates borne
by, any Book-Entry Notes in respect of which the
Agents are to solicit orders (the setting of such
prices and rates to be referred to herein as
"posting") or if the Company decides to change
prices or rates previously posted by it, it will
promptly advise the Agents of the prices and rates
to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Company, each Agent will advise the
Orders: Company promptly by telephone of all orders to
purchase Book-Entry Notes received by such Agent,
other than those rejected by it in whole or in part
in the reasonable exercise of its discretion.
Unless otherwise agreed by the Company and the
Agents, the Company has the right to accept orders
to purchase Book-Entry Notes and may reject any
such orders in whole or in part.
Preparation of If any order to purchase a Book-Entry
Pricing Note is accepted by or on behalf of
Supplement: the Company, the Company will prepare a pricing
supplement (a "Pricing Supplement") reflecting the
terms of such Book-Entry Note and will arrange to
have ten copies thereof filed with the Commission
in accordance with the applicable paragraph of Rule
424(b) under the Act and will supply at least ten
copies thereof (and additional copies if requested)
to the Agent which presented the order (the
"Presenting Agent"). The Presenting Agent will
cause a Prospectus and Pricing Supplement to be
delivered to the purchaser of such Book-Entry Note.
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements (other than
those retained for files), will be destroyed.
Suspension of Subject to the Company's representations
Solicitation; warranties and covenants contained in
Amendment or the Agency Agreement, the Company may
Supplement: instruct the Agents to suspend at any
time, for any period of time or
permanently, the solicitation of orders to purchase
Book-Entry Notes. Upon receipt of such
instructions from the Company, the Agents will
forthwith suspend solicitation of offers until such
time as the Company has advised them that such
solicitation may be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will
promptly advise the Agents and the Trustee whether
such orders may be settled and whether copies of the
Prospectus as in effect at the time of the
suspension, together with the appropriate Pricing
Supplement, may be delivered in connection with the
settlement of such orders. The Company will have
the sole responsibility for such decision and for
any arrangements that may be made in the event that
the Company determines that such orders may not be
settled or that copies of such Prospectus may not
be so delivered.
If the Company decides to amend or supplement the
Registration Statement (as defined in the Agency
Agreement) or the Prospectus, it will promptly
advise the Agents and furnish the Agents with the
proposed amendment or supplement and with such
certificates and opinions as are required, all to
the extent required by and in accordance with the
terms of the Agency Agreement. Subject to the
provisions of the Agency Agreement, the Company may
file with the Commission any such supplement to the
Prospectus relating to the Notes. The Company will
provide the Agents and the Trustee with copies of
any such supplement, and confirm to the Agents that
such supplement has been filed with the Commission
pursuant to the applicable paragraph of Rule 424(b).
Procedures For When the Company has determined to
Rate Changes: change the interest rates of Book-Entry Notes being
offered, it will promptly advise the Agents and the
Agents will forthwith suspend solicitation of
orders. The Agents will telephone the Company with
recommendations as to the changed interest rates.
At such time as the Company has advised the Agents
of the new interest rates, the Agents may resume
solicitation of orders. Until such time only
"indications of interest" may be recorded. Within
two Business Days after any sale of Book-Entry
Notes, the Company will file with the Securities
and Exchange Commission a Pricing Supplement to the
Prospectus relating to such Book-Entry Notes that
reflects the applicable interest rates and other
terms and will deliver copies of such Pricing
Supplement to the Agents.
Delivery of A copy of the Prospectus and a Pricing Prospectus:
Supplement relating to a Book-Entry
Note must accompany or precede the earliest of any
written offer of such Book-Entry Note, confirmation
of the purchase of such Book-Entry Note and payment
for such Book-Entry Note by its purchaser. If
notice of a change in the terms of the Book-Entry
Notes is received by the Agents between the time
an order for a Book-Entry Note is placed and the
time written confirmation thereof is sent by the
Presenting Agent to a customer or his agent, such
confirmation shall be accompanied by a Prospectus
and Pricing Supplement setting forth the terms in
effect when the order was placed. Subject to
"Suspension of Solicitation; Amendment or
Supplement" above, the Presenting Agent will
deliver a Prospectus and Pricing Supplement as
herein described with respect to each Book-Entry
Note sold by it. The Company will make such
delivery if such Book-Entry Note is sold directly
by the Company to a purchaser (other than an Agent).
Confirmation: For each order to purchase a
Book-Entry Note solicited by any Agent and accepted
by or on behalf of the Company, the Presenting
Agent will issue a confirmation to the purchaser,
with a copy to the Company, setting forth the
details set forth above and delivery and payment
instructions.
Settlement: The receipt by the Company of
immediately available funds in payment for a
Book-Entry Note and the authentication and issuance
of the Global Security representing such Book-Entry
Note shall constitute "settlement" with respect to
such Book-Entry Note. All orders accepted by the
Company will be settled on the fifth Business Day
following the date of sale of such Book-Entry Note
pursuant to the timetable for settlement set forth
below unless the Company and the purchaser agree to
settlement on another day which shall be no earlier
than the next Business Day following the date of
sale.
Settlement Settlement Procedures with regard to
Procedures: each Book-Entry Note sold by the
Company through any Agent, as agent, shall be as
follows:
A. The Presenting Agent will advise the Company by
telephone of the following settlement information:
1. Principal amount.
2. Maturity Date.
3. Interest Rate.
4. Interest Payment Dates.
5. Redemption provisions, if any.
6. Settlement date.
7. Price.
8. Presenting Agent's commission,
determined as provided in Section 2 of
the Agency Agreement.
9. Whether such Book-Entry Note is issued
at an original issue discount and, if
so, the total amount of OID, the yield
to maturity and the initial accrual
period OID.
10. The Presenting Agent's participant
account number with DTC.
B. The Company will assign a CUSIP
number to the Global Security representing
such Book-Entry Note and then advise the
Trustee by electronic transmission (confirmed
in writing at any time on the same date) of
the information set forth in Settlement
Procedure "A" above, such CUSIP number and
the name of, and the participant account
number maintained at DTC for, the Presenting
Agent. The Company will also notify the
Presenting Agent by telephone of such CUSIP
number as soon as practicable. Each such
communication by the Company shall constitute
a representation and warranty by the Company
to the Trustee and the Agents that (i) such
Book-Entry Note is then, and at the time of
issuance and sale thereof will be, duly
authorized for issuance and sale by the
Company, (ii) such Book-Entry Note, and the
Global Security representing such Book-Entry
Note, will conform with the terms of the
Indenture, (iii) after giving effect to the
issuance of such Book-Entry Note and any other
Securities (as defined in the Agency
Agreement) to be issued on or prior to the
settlement date for the sale of such
Book-Entry Note, the aggregate amount of
Securities which have been issued and sold by
the Company will not exceed the amount of
Securities registered under the Registration
Statement (as defined in the Agency
Agreement) and (iv) upon authentication and
delivery of such Global Security, the
aggregate principal amount of all Notes
issued under the Indenture will not exceed
$470,000,000 (except for Global Securities or
Notes authenticated and delivered upon
registration of, transfer of, in exchange
for, or in lieu of Global Securities or
Notes, as the case may be, pursuant to
Sections 2.04, 3.05, 3.06, 3.07, or 9.03 of
the Indenture).
C. The Trustee will enter a pending
deposit message through DTC's Participant
Terminal System providing the following
settlement information to DTC (which shall
route such information to Standard & Poor's
Corporation) and the Presenting Agent:
1. The information set forth
in Settlement Procedure "A".
2. Initial Interest Payment Date
for such Book-Entry Note, number of
days by which such date succeeds the
related Regular Record Date and amount
of interest payable on such Interest
Payment Date.
3. The Interest Payment Period.
4. CUSIP number of the Global
Security representing such Book-Entry
Note.
5. Whether such Global Security
will represent any other Book-Entry
Note (to the extent known at such time).
6. Numbers of the participant
accounts maintained by DTC on behalf of
the Trustee and the Agent.
D. To the extent the Company has not already
done so, the Company will deliver to the
Trustee a Global Security in a form that has
been approved by the Company, the Agents and
the Trustee.
E. The Trustee will complete such Book-Entry
Note, stamp the appropriate legend, as
instructed by DTC, if not already set forth
thereon, and authenticate the Global Security
representing such Book-Entry Note.
F. DTC will credit such Book-Entry Note to the
Trustee's participant account at DTC.
G. The Trustee will enter an SDFS deliver order
through DTC's Participant Terminal System
instructing DTC to (i) debit such Book-Entry
Note to the Trustee's participant account and
credit such Book-Entry Note to the Presenting
Agent's participant account and (ii) debit
the Presenting Agent's settlement account and
credit the Trustee's settlement account for an
amount equal to the price of such Book-Entry
Note less the Presenting Agent's commission.
The entry of such a deliver order shall
constitute a representation and warranty by
the Trustee to DTC that (i) the Global
Security representing such Book-Entry Note
has been issued and authenticated and (ii)
the Trustee is holding such Global Security
pursuant to the Medium Term Note Certificate
Agreement between the Trustee and DTC.
H. The Presenting Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to debit
such Book-Entry Note to the Presenting
Agent's participant account and credit such
Book-Entry Note to the participant accounts
of the Participants with respect to such
Book-Entry Note and (ii) to debit the
settlement accounts of such Participants and
credit the settlement account of the
Presenting Agent for an amount equal to the
price of such Book-Entry Note.
I. Transfers of funds in accordance with SDFS
deliver orders described in Settlement
Procedures "G" and "H" will be settled in
accordance with SDFS operating procedures in
effect on the settlement date.
J. The Trustee will, upon receipt of funds from
the Agent in accordance with Settlement
Procedure "G", credit to an account of the
Company maintained at the Trustee Bank funds
available for immediate use in the amount
transferred to the Trustee in accordance with
Settlement Procedure "G".
K. The Presenting Agent will confirm the
purchase of such Book-Entry Note to the
purchaser either by transmitting to the
Participants with respect to such Book-Entry
Note a confirmation order or orders through
DTC's institutional delivery system or by
mailing a written confirmation to such
purchaser.
Settlement For orders of Book-Entry Notes
Procedures solicited by any Agent and accepted by
Timetable: the Company for settlement on the
first Business Day after the sale date, Settlement
Procedures "A" through "K" set forth above shall be
completed as soon as possible but not later than the
respective times (New York City time) set forth
below:
Settlement
Procedure Time
A 11:00 A.M. on the sale
date
B 12:00 Noon on the sale
date
C 2:00 P.M. on the sale
date
D 3:00 P.M. on the day
before settlement
E 9:00 A.M. on settlement
date
F 10:00 A.M. on settlement
date
G-H 2:00 P.M. on settlement
date
I 4:45 P.M. on settlement
date
J-K 5:00 P.M. on settlement
date
If a sale is to be settled more than one Business
Day after the sale date, Settlement Procedures "A",
"B" and "C" shall be completed as soon as
practicable but no later than 11:00 A.M. and 12:00
Noon on the first Business Day after the sale date
and no later than 2:00 P.M. on the Business Day
before the settlement date, respectively.
Settlement Procedure "I" is subject to extension in
accordance with any extension of Fedwire closing
deadlines and in the other events specified in SDFS
operating procedures in effect on the settlement
date.
If settlement of a Book-Entry Note is rescheduled
or canceled, the Company will, as soon as
practicable, give the Trustee notice to such
effect, and the Trustee will deliver to DTC, through
DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 P.M.
on the Business Day immediately preceding the
scheduled settlement date provided the Trustee has
received such notice from the Company by noon on
the Business Day immediately preceding the
settlement date.
Failure to Settle: If the Trustee fails to enter an SDFS deliver order
with respect to a Book-Entry Note pursuant to
Settlement Procedure "G", the Trustee may upon
approval of the Company deliver to DTC, through
DTC's Participant Terminal System, as soon as
practicable, a withdrawal message instructing DTC to
debit such Book-Entry Note to the Trustee's
participant account. DTC will process the
withdrawal message, provided that the Trustee's
participant account contains a principal amount of
the Global Security representing such Book-Entry
Note that is at least equal to the principal amount
to be debited. If a withdrawal message is processed
with respect to all the Book-Entry Notes
represented by a Global Security, the Trustee will
cancel such Global Security in accordance with the
Indenture and so advise the Company and the Trustee
will make appropriate entries in its records. The
CUSIP number assigned to such Global Security
shall, in accordance with CUSIP Service Bureau
procedures, be canceled and not immediately
reassigned. If a withdrawal message is processed
with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global Security,
the Trustee will exchange such Book-Entry Note for
two Global Securities, one of which shall represent
such Book-Entry Notes and shall be canceled
immediately after issuance and the other of which
shall represent the other Book-Entry Notes
previously represented by the surrendered Global
Security and shall bear the CUSIP number of the
surrendered Global Security.
If the purchase price for any Book-Entry Note is
not timely paid to the Participants with respect to
such Note by the beneficial purchaser thereof (or
a Person, including an indirect participant in DTC,
acting on behalf of such purchaser), such
Participants and, in turn, the Presenting Agent will
promptly advise the Trustee and may enter SDFS
deliver orders through DTC's Participant Terminal
System reversing the orders entered pursuant to
Settlement Procedures "H" and "G", respectively.
Thereafter, the Trustee will deliver the withdrawal
message and take the related actions described in
the preceding paragraph. If such failure shall
have occurred for any reason other than a default
by the Presenting Agent in the performance of its
obligations hereunder and under the Agency
Agreement, then the Company will reimburse the
Presenting Agent or the Trustee, as applicable, on
an equitable basis for the loss of the use of the
funds during the period when they were credited to
the account of the Company. Notwithstanding the foregoing, upon any
failure to settle with respect to a Book-Entry Note, DTC may take any
actions in accordance with its SDFS operating procedures then in
effect. In the event of a failure to settle with respect to one or
more, but not all, of the Book-Entry Notes to have been represented
by a Global Security, the Trustee will provide, in accordance with
Settlement Procedure "E", for the authentication and issuance of a
Global Security representing the other Book-Entry Notes to have been
represented by such Global Security and will make appropriate entries
in its records.
Trustee Not to Nothing herein shall be deemed to
Risk Funds: require the Trustee to risk or expend its own funds
in connection with any payment to the Company, DTC,
the Agents or the purchaser, it being understood by
all parties that payments made by the Trustee to
the Company, DTC, the Agents or the purchaser shall
be made only to the extent that funds are provided
to the Trustee for such purpose.
Authenticity of No Agent will have any obligation
Signatures: or liability to the Company or the Trustee in
respect of the authenticity of the signature of any
officer, employee or agent of the Company or the
Trustee on any Book-Entry Note.
Payment of Each Agent shall forward to the
Expenses: Company, on a monthly basis, a statement of the
reasonable out-of-pocket expenses incurred by such
Agent during that month that are reimbursable to it
pursuant to the terms of the Agency Agreement. The
Company will remit payment to the Agents currently
on a monthly basis.
Advertising The Company will determine with the
Costs: Agents the amount of advertising that may be
appropriate in soliciting offers to purchase the
Book-Entry Notes. Advertising expenses will be
paid by the Company.
PART II
Administrative Procedures for Certificated Notes
The Trustee will serve as registrar and transfer agent
in connection with the Certificated Notes.
Issuance: Each Certificated Note will be dated and issued as
of the date of its authentication by the Trustee.
Each Certificated Note will bear an Original Issue
Date, which will be (i) with respect to an original
Certificated Note (or any portion thereof), its
original issuance date (which will be the
settlement date) and (ii) with respect to any
Certificated Note (or portion thereof) issued
subsequently upon transfer or exchange of a
Certificated Note or in lieu of a destroyed, lost or
stolen Certificated Note, the Original Issue Date
of the predecessor Certificated Note, regardless of
the date of authentication of such subsequently
issued Certificated Note.
Registration: Certificated Notes will be issued only in fully
registered form without coupons.
Transfers and A Certificated Note may be presented
Exchanges: for transfer or exchange at the
principal corporate trust office in the City of New
York of the Trustee. Certificated Notes will be
exchangeable for other Certificated Notes having
identical terms but different authorized
denominations without service charge. Certificated
Notes will not be exchangeable for Book-Entry Notes.
Maturities: Each Certificated Note will mature on
a date not less than three years nor more than
thirty years after the settlement date for such
Note.
Denominations: The denomination of any Certificated
Note will be a minimum of $100,000 or any amount in
excess thereof that is an integral multiple of
$1,000, except that upon the exchange of a Global
Security for individual Notes, Notes may be issued
in denominations of $1,000 or integral multiplies
thereof.
Interest: General. Interest, if any, on each
Certificated Note will accrue from the original
issue date for the first interest period or the
last date to which interest has been paid, if any,
for each subsequent interest period, and will be
calculated and paid in the manner described in such
Note and the Indenture. Unless otherwise specified
therein, each payment of interest on a Certificated
Note will include interest accrued to but excluding
the Interest Payment Date or to but excluding
Maturity or the Redemption Date (other than a
Maturity or the Redemption Date of a Certificated
Note occurring on the 31st day of a month, in which
case such payment of interest will include interest
accrued to but excluding the 30th day of such
month).
Regular Record Dates. The Regular Record Dates
with respect to any Interest Payment Date shall be
the date fifteen calendar days immediately
preceding such Interest Payment Date.
Certificated Notes. Unless otherwise specified
pursuant to Settlement Procedure "A" below or in
the applicable Pricing Supplement, interest
payments on Certificated Notes will be made
semiannually on February 15 and August 15 of each
year, and at Maturity or the Redemption Date;
provided, however, that in the case of a
Certificated Note issued between a Regular Record
Date and an Interest Payment Date, the first
interest payment will be made on the Interest
Payment Date following the next succeeding Regular
Record Date.
Calculation of Interest on Certificated Notes
Interest: (including interest for partial
periods) will be calculated on the basis of a
360-day year of twelve 30-day months.
Payments of The Trustee will, following receipt
Principal and of funds from the Company, pay the
Interest: principal amount and premium, if any,
of each Certificated Note at Maturity
or the Redemption Date upon presentation of such
Certificated Note to the Trustee. Such payment,
together with payment of interest due at Maturity or
the Redemption Date of such Certificated Note, will
be made in funds available for immediate use by the
Trustee and in turn by the Holder of such
Certificated Note. Certificated Notes presented to
the Trustee at Maturity or the Redemption Date for
payment will be canceled by the Trustee in
accordance with the Indenture. All interest
payments on a Certificated Note (other than
interest due at Maturity or the Redemption Date)
will be made by check drawn on the Trustee (or
another Person appointed by the Trustee) and mailed
by the Trustee to the Person entitled thereto as
provided in such Note and the Indenture; provided,
however, that the holder of $10,000,000 or more of
Certificated Notes with similar tenor and terms
will be entitled to receive payment by wire
transfer in U.S. dollars. Following each Regular
Record Date and Special Record Date, the Trustee
will furnish the Company with a list of interest
payments to be made on the following Interest
Payment Date for each Certificated Note and in
total for all Certificated Notes. Interest at
Maturity or the Redemption Date will be payable to
the Person to whom the payment of principal and
premium, if any, is payable. The Trustee will
provide monthly to the Company lists of principal,
premium, if any, and interest, to the extent
ascertainable, to be paid on Certificated Notes
maturing (on a Maturity or Redemption Date or
otherwise) in the next month.
The Trustee will be responsible for withholding
taxes on interest paid on Certificated Notes as
required by applicable law.
If any Interest Payment Date for or the Maturity or
the Redemption Date of a Certificated Note is not a
Business Day, the payment due on such day shall be
made on the next succeeding Business Day and no
interest shall accrue on such payment for the
period from and after such Interest Payment Date,
Maturity or the Redemption Date, as the case may be.
Procedure for Rate The Company and the Agents will
Setting and discuss from time to time the
Posting: aggregate principal amount of, the
issuance price of, and the interest rates to be
borne by, Notes that may be sold as a result of the
solicitation of orders by the Agents. If the
Company decides to set prices of, and rates borne
by, any Notes in respect of which the Agents are to
solicit orders (the setting of such prices and
rates to be referred to herein as "posting") or if
the Company decides to change prices or rates
previously posted by it, it will promptly advise
the Agents of the prices and rates to be posted.
Acceptance and Unless otherwise instructed by the
Rejection of Company, each Agent will advise the
Orders: Company promptly by telephone of all
orders to purchase Certificated Notes received by
such Agent, other than those rejected by it in
whole or in part in the reasonable exercise of its
discretion. Unless otherwise agreed by the Company
and the Agents, the Company has the sole right to
accept orders to purchase Certificated Notes and may
reject any such orders in whole or in part.
Preparation of If any order to purchase a
Pricing Certificated Note is accepted by or on
Supplement: behalf of the Company, the Company
will prepare a pricing supplement (a "Pricing
Supplement") reflecting the terms of such Certified
Note and will arrange to have ten copies thereof
filed with the Commission in accordance with the
applicable paragraph of Rule 424(b) under the Act
and will supply at least ten copies thereof (and
additional copies if requested) to the Agent which
presented the order (the "Presenting Agent"). The
Presenting Agent will cause a Prospectus and Pricing
Supplement to be delivered to the purchaser of such
Certificated Note.
In each instance that a Pricing Supplement is
prepared, the Presenting Agent will affix the
Pricing Supplement to Prospectuses prior to their
use. Outdated Pricing Supplements (other than
those retained for files), will be destroyed.
Suspension of Subject to the Company's representa-
Solicitation; tions, warranties and covenants
Amendment or contained in the Agency Agreement, the
Supplement: Company may instruct the Agents to
suspend at any time for any period of time or
permanently, the solicitation of orders to purchase
Certificated Notes. Upon receipt of such
instructions, the Agents will forthwith suspend
solicitation until such time as the Company has
advised them that such solicitation may be resumed.
In the event that at the time the Company suspends
solicitation of purchases there shall be any orders
outstanding for settlement, the Company will
promptly advise the Agents and the Trustee whether
such orders may be settled and whether copies of the
Prospectus as in effect at the time of the
suspension, together with the appropriate Pricing
Supplement, may be delivered in connection with the
settlement of such orders. The Company will have
the sole responsibility for such decision and for
any arrangements that may be made in the event that
the Company determines that such orders may not be
settled or that copies of such Prospectus may not
be so delivered.
If the Company decides to amend or supplement the
Registration Statement or the Prospectus, it will
promptly advise the Agents and furnish the Agents
with the proposed amendment or supplement and with
such certificates and opinions as are required, all
to the extent required by and in accordance with
the terms of the Agency Agreement. Subject to the
provisions of the Agency Agreement, the Company may
file with the Commission any supplement to the
Prospectus relating to the Notes. The Company will
provide the Agents with copies of any such
supplement, and confirm to the Agents that such
supplement has been filed with the Commission
pursuant to the applicable paragraph of Rule 424(b).
Procedure for When the Company has determined to
Rate Changes: change the interest rates of
Certificated Notes being offered, it will promptly
advise the Agents and the Agents will forthwith
suspend solicitation of orders. The Agents will
telephone the Company with recommendations as to
the changed interest rates. At such time as the
Company has advised the Agents of the new interest
rates, the Agents may resume solicitation of
orders. Until such time only "indications of
interest" may be recorded. Within two business
days after any sale of Notes, the Company will file
with the Securities and Exchange Commission a
Pricing Supplement to the Prospectus relating to
such Notes that reflects the applicable interest
rates and other terms and will deliver copies of
such Pricing Supplement to the Agents.
Delivery of A copy of the Prospectus and a Pricing
Prospectus: Supplement relating to a Certificated
Note must accompany or precede the earliest of any
written offer of such Certificated Note,
confirmation of the purchase of such Certificated
Note and payment for such Certificated Note by its
purchaser. If notice of a change in the terms of
the Certificated Notes is received by the Agents
between the time an order for a Certificated Note is
placed and the time written confirmation thereof is
sent by the Presenting Agent to a customer or his
agent, such confirmation shall be accompanied by a
Prospectus and Pricing Supplement setting forth the
terms in effect when the order was placed. Subject
to "Suspension of Solicitation; Amendment or
Supplement" above, the Presenting Agent will
deliver a Prospectus and Pricing Supplement as
herein described with respect to each Certificated
Note sold by it. The Company will make such
delivery if such Certificated Note is sold directly
by the Company to a purchaser (other than any
Agent).
Confirmation: For each order to purchase a
Certificated Note solicited by any Agent and
accepted by or on behalf of the Company, the
Presenting Agent will issue a confirmation to the
purchaser, with a copy to the Company, setting
forth the details set forth above and delivery and
payment instructions.
Settlement: The receipt by the Company of
immediately available funds in exchange for an
authenticated Certificated Note delivered to the
Presenting Agent and the Presenting Agent's
delivery of such Certificated Note against receipt
of immediately available funds shall, with respect
to such Certificated Note, constitute "settlement".
All Orders accepted by the Company will be settled
on the fifth Business Day following the date of
sale pursuant to the timetable for settlement set
forth below, unless the Company and the purchaser
agree to settlement on another day which shall be
no earlier than the next Business Day following the
date of sale.
Settlement Settlement Procedures with regard to
Procedures: each Certificated Note sold by the
Company through any Agent, as agent, shall be as
follows:
A. The Presenting Agent will advise the Company
by telephone of the following settlement
information:
1. Name in which such Certificated Note is
to be registered ("Registered Owner").
2. Address of the Registered Owner and
address for payment of principal and
interest.
3. Taxpayer identification number
of the Registered Owner (if available).
4. Principal amount.
5. Maturity Date.
6. Interest Rate.
7. Interest Payment Dates.
8. Redemption provisions, if any.
9. Settlement date.
10. Price.
11. Presenting Agent's commission,
determined as provided in Section 2 of
the Agency Agreement.
12. Whether such Certificated Note is
issued at an original issue discount
("OID"), and, if so, the total amount
of OID, the yield to maturity and the
initial accrual period OID.
B. The Company will advise the Trustee by
electronic transmission (confirmed in writing
at any time on the sale date) of the
information set forth in Settlement Procedure
"A" above and the name of the Presenting
Agent. Each such communication by the
Company shall constitute a representation and
warranty by the Company to the Trustee and
the Agents that (i) such Certificated Note is
then, and at the time of issuance and sale
thereof will be, duly authorized for issuance
and sale by the Company, (ii) such
Certificated Note will conform with the terms
of the Indenture, (iii) after giving effect
to the issuance of such Certificated Note and
any other Securities (as defined in the
Agency Agreement) to be issued on or prior to
the settlement date for the sale of such
Certificated Note, the aggregate amount of
Securities which have been issued and sold by
the Company will not exceed the amount of
Securities registered under the Registration
Statement (as defined in the Agency
Agreement) and (iv) upon authentication and
delivery of such Certificated Note, the
aggregate principal amount of all Notes
issued under the Indenture will not exceed
$540,000,000 or the equivalent thereof in
other currencies (except for Global
Securities or Notes authenticated and
delivered upon registration of transfer of,
in exchange for, or in lieu of Global
Securities or Notes, as the case may be,
pursuant to Sections 2.04, 3.05, 3.06, 3.07,
or 9.03 of the Indenture).
C. The Company will deliver to the Trustee a
pre-printed four-ply packet for such
Certificated Note, which packet will contain
the following documents in forms that have
been approved by Company, the Agents and the
Trustee:
1. Certificated Note with customer
confirmation.
2. Stub One - For Trustee.
3. Stub Two - For Agent.
4. Stub Three - For the Company.
D. The Trustee will complete such Certificated
Note and will authenticate such Certificated
Note and deliver it (with the confirmation)
and Stubs One and Two to the Presenting
Agent, and the Presenting Agent will
acknowledge receipt of the Note by stamping or
otherwise marking Stub One and returning it
to the Trustee. Such delivery will be made
only against such acknowledgment of receipt
and evidence that instructions have been
given by the Presenting Agent for payment to
the account of the Company at Shawmut Bank
Connecticut, National Association, 777 Main
Street, Hartford, Connecticut 06115, in funds
available for immediate use, of an amount
equal to the price of such Certificated Note
less the Presenting Agent's commission. In
the event that the instructions given by the
Presenting Agent for payment to the account
of the Company are revoked, the Company will
as promptly as possible wire transfer to the
account of the Presenting Agent an amount of
immediately available funds equal to the
amount of such payment made.
E. The Presenting Agent will deliver
such Certificated Note (with the
confirmation) to the customer against payment
in immediately payable funds. The Presenting
Agent will obtain the acknowledgement of
receipt of such Certificated Note by
retaining Stub Two.
F. The Trustee will send Stub Three to the
Company by first-class mail.
Settlement For orders of Certificated Notes
Procedures solicited by any Agent, as agent,
Timetable: and accepted by the Company,
Settlement Procedures "A"
through "F" set forth above shall be
completed on or before the respective times
(New York City time) set forth below:
Settlement
Procedure Time
A 2:00 P.M. on the day
before
settlement
B-C 3:00 P.M. on the day
before
settlement
D 2:15 P.M. on
settlement
date
E 3:00 P.M. on
settlement
date
F 5:00 P.M. on
settlement
date
Failure to If a purchaser fails to accept
Settle: delivery of and make payment for any
Certificated Note, the Presenting Agent will notify
the Company and the Trustee by telephone and return
such Certificated Note to the Trustee. Upon
receipt of such notice, the Company will
immediately wire transfer to the account of the
Presenting Agent an amount equal to the amount
previously credited to the account of Company in
respect of such Certificated Note. Such wire
transfer will be made on the settlement date, if
possible, and in any event not later than the
Business Day following the settlement date. If the
failure shall have occurred for any reason other
than a default by the Presenting Agent in the
performance of its obligations hereunder and under
the Agency Agreement, then the Company will
reimburse the Presenting Agent on an equitable
basis for its loss of the use of the funds during
the period when they were credited to the account
of the Company. Immediately upon receipt of the
Certificated Note in respect of which such failure
occurred, the Trustee will cancel such Certificated
Note in accordance with the Indenture and so advise
the Company and the Trustee, and the Trustee will
make appropriate entries in its records.
Authenticity of No Agent will have any obliga-
Signatures: tion or liability to the Company
or the Trustee in respect of the authenticity of
the signature of any officer, employee or agent of
the Company or the Trustee on any Certificated Note.
Payment of Each Agent shall forward to the
Expenses: Company, on a monthly basis, a
statement of the reasonable out-of-pocket expenses
incurred by such Agent during that month that are
reimbursable to it pursuant to the terms of the
Agency Agreement. The Company will remit payment
to the Agents currently on a monthly basis.
Advertising Costs The Company will determine with the
Agents the amount of advertising that may be
appropriate in soliciting orders to purchase the
Certificated Notes. Advertising expenses will be
paid by the Company.
SCHEDULE I
The following schedule is for the Notes sold on an agency
basis. The fees, discounts or commissions applicable to any sale pursuant to
a Terms Agreement will be set forth in such Terms Agreement.
Commissions:
The Company agrees to pay each Agent a commission equal to the
following percentage of the principal amount of each Note sold by such Agent:
Term Commission Rate
3 years to less than 4 years .450%
4 years to less than 5 years .525%
5 years to less than 10 years .625%
10 years to less than 12 years .650%
12 years to less than 15 years .675%
15 years to less than 20 years .750%
20 years to 30 years .875%
Address for Notice to you:
Notices to Lehman Brothers Inc. shall be directed to it at 3
World Financial Center, 12th Floor, NY, NY 10285-1200, Attention of the
Medium-Term Note Department.
Notices to Goldman, Sachs & Co. shall be directed to it at 85
Broad Street, New York, New York 10004, Attention of the Medium-Term Note Desk.
Notices to Salomon Brothers Inc shall be directed to it at
Seven World Trade Center, New York, New York 10048, Attention of the
Medium-Term Note Department.
EXHIBIT B
Southern New England Telecommunications Corporation
Medium-Term Notes, Series 2
Due from Three to Thirty Years from Date of Issue
TERMS AGREEMENT
________, 199__
Southern New England
Telecommunications Corporation
127 Church Street, 10th Floor
New Haven, Connecticut 06510
Attention: Treasurer
Dear Sirs:
Subject in all respects to the terms and conditions of the
Selling Agency Agreement (the "Agreement") dated June __, 1995, among Lehman
Brothers Inc., Goldman, Sachs & Co. and Salomon Brothers Inc. and you, the
undersigned agrees to purchase the following Notes of Southern New England
Telecommunications Corporation:
Aggregate Principal Amount:
Interest Rate:
Date of Maturity:
Interest Payment Dates:
Regular Record Dates:
Price to Public: % of Principal Amount [plus
accrued interest from
, 199 ]
Underwriting Discount:
Price to Company:
Purchase Date and Time:
Place for Delivery of Notes
and Payment Therefor:
Method of Payment:
The documents referred to in
clauses (i)-(v) of Section 6(b) of
the Agreement shall be delivered in
connection with this Terms Agreement.
Modification, if any, in
the requirements to
deliver the documents
specified in Section 6(b)
of the Agreement:
Period during which additional
Notes may not be sold pursuant
to Section 4(m) of the Agreement:
[Purchaser]
By:
Accepted:
Southern New England
Telecommunications Corporation
By:
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-3’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 6/9/95 | | | | | | | None on these Dates |
| List all Filings |
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