Exhibit 1
PACIFIC BELL
U.S. $1,750,000,000 Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue
Selling Agency Agreement
October 23, 1997
Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
Goldman, Sachs & Co.
Salomon Brothers Inc
Dear Sirs:
Pacific Bell, a California corporation (the "Company"), confirms its
agreement with each of you (collectively, the "Agents" and individually, an
"Agent") with respect to the issue and sale by the Company of up to U.S.
$1,750,000,000 aggregate principal amount (or the equivalent thereof in one or
more currencies or currency units) of its Medium-Term Notes, Series A, Due Nine
Months or More From Date of Issue (the "Notes"). The Notes will be issued under
an indenture dated as of October 7, 1997 (the "Indenture"), from the Company to
The Bank of New York, as trustee (the "Trustee").
Unless otherwise specified in the applicable supplement to the Prospectus
referred to below, the Notes will be issued only in registered form in minimum
denominations of U.S. $1,000 and any amount in excess thereof that is an
integral multiple of U.S. $1,000 or, in the case of Notes denominated in a
currency other than U.S. dollars, the authorized denominations set forth in the
applicable supplement to the Prospectus.
The Notes will have the maturities, interest rates, if any, redemption
provisions and other terms set forth in a supplement to the Prospectus referred
to below. The Notes will be issued, and the terms thereof established, in
accordance with the Indenture and the Medium-Term Notes, Series A Administrative
Procedures as may be agreed to from time to time by the Company, each Agent and
the Trustee (the "Procedures"). The Procedures may only be amended by written
agreement of the Company, the Agents and the Trustee.
1. Representations and Warranties. The Company represents and warrants
to, and agrees with, each of you that:
(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), and has
filed with the Securities and Exchange Commission ("SEC") two
registration statements (Nos. 33-49477 and 333-37513), which have
become effective, for the registration under the Securities Act of
the Notes. Each such registration statement, as amended at the
date of this Selling Agency Agreement (the "Agreement"), meets the
requirements set forth in Rule 415(a)(1)(x) under the Securities
Act and complies in all other material respects with said Rule.
In connection with the sale of the Notes, the Company proposes to
file with the SEC pursuant to Rule 424 under the Securities Act a
supplement to the form of prospectus included in the most recent
registration statement relating to the Notes and the plan of
distribution thereof and has previously advised the Agent of all
further information (financial and other) with respect to the
Company to be set forth therein. Such registration statements,
including the exhibits thereto, as amended to the date of this
Agreement, are herein collectively called the "Registration
Statement"; such prospectus, as supplemented pursuant to the
previous sentence, is herein called the "Prospectus." Any
reference herein to the Registration Statement or the Prospectus
shall be deemed to refer to and include the documents incorporated
by reference therein which were filed under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on or
before the date of this Agreement or the date of the Prospectus,
as the case may be; and any reference herein to the terms "amend,"
"amendment" or "supplement" with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and
include the filing of any document under the Exchange Act after
the date of this Agreement or the date of the Prospectus, as the
case may be, incorporated therein by reference.
(b) As of the date hereof, when any amendment to the Registration
Statement becomes effective (including the filing of any document
incorporated by reference in the Registration Statement), when any
supplement to the Prospectus is filed with the SEC, 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, the Prospectus as supplemented as of any such time,
and the Indenture will comply in all material respects with the
applicable requirements of the Securities Act, the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), and the
Exchange Act and the respective rules and regulations thereunder,
and (ii) neither the Registration Statement, as amended as of any
such time, nor the Prospectus as supplemented as of any such time,
will contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading; provided,
however, that the Company does not make any representations or
warranties as to (i) that part of the Registration Statement which
shall constitute the Statement of Eligibility (Form T-l) under the
Trust Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or
Prospectus in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of you
specifically for use in connection with the preparation of the
Registration Statement and the Prospectus.
(c) As of the date hereof, when any amendment to the Registration
Statement becomes effective (including the filing of any document
incorporated by reference in the Registration Statement), when any
supplement to the Prospectus is filed with the SEC, and at the
Closing Date, no order, consent, approval, authorization,
registration or qualification of or with any governmental agency
or body having jurisdiction over the Company or any of its
properties is required for the issue and sale of the Notes or the
consummation by the Company of the transactions contemplated by
this Agreement or the Indenture, except such as have been, or will
have been prior to the Closing Date, obtained under the Act and
the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the
purchase and distribution of the Notes.
2. Appointment of Agents; Solicitations by the Agents of Offers to Purchase;
Sales of Notes to a Purchaser.
(a) Subject to the terms and conditions set forth herein, 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 reasonable best efforts to
solicit offers to purchase the Notes from the Company upon the terms
and conditions set forth in the Prospectus as amended or supplemented
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 it that such solicitation
may be resumed.
The Company agrees to pay each Agent (or jointly to two or more
Agents if such solicitation is jointly made) a commission, at the
time of settlement of each sale of Notes by 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, and such commission shall be
payable as specified in the Procedures.
Subject to the provisions of this Section and to the Procedures,
offers for the purchase of Notes may be solicited by an Agent as
agent for the Company at such time and in such amounts as such Agent
deems advisable.
The Company may appoint other agents for the purpose of soliciting
purchases of the Notes on a continuous or limited basis, provided
that such agent is engaged on the same commission schedule as the
Agents (set forth hereto as Schedule I).
(b) Subject to the terms and conditions stated herein, the Company
agrees that, whenever the Company determines to sell Notes
directly to you as principal for resale to others, it will enter
into a Terms Agreement, as defined below, relating to such sale in
accordance with the provisions of this Section 2(b). For the
purposes of this Agreement, the term "Agent" shall refer to each
of you acting solely in the capacity as agent for the Company
hereunder and not as principal, the term "Purchaser" shall refer
to each of you acting solely as principal hereunder and not as
agent, and the term "you" shall refer to any of you acting in both
such capacities or in either such capacity.
Each sale of Notes to the Purchaser shall be made in accordance with
the terms of this Agreement and the Procedures and a supplemental
agreement which will provide for the sale of such Notes to, and the
purchase and reoffering thereof by, the Purchaser. Each such
supplemental agreement (which may be in either oral or written form)
is herein referred to as a "Terms Agreement." The Purchaser's
commitment to purchase Notes pursuant to any Terms Agreement shall be
deemed to have been made on the basis of the representations and
warranties of the Company herein contained and shall be subject to
the terms and conditions herein set forth. Each Terms Agreement shall
describe the Notes to be purchased by the Purchaser pursuant thereto,
specify the aggregate principal amount of such Notes, the price to be
paid to the Company for such Notes, the maturity date of such Notes,
the rate at which interest will be paid on the Notes, the date and
time of delivery of payment for such Notes (the "Purchase Date"), the
place of delivery of the Notes and payment therefor, the method of
payment and the requirements, if any, for the delivery of the opinion
of counsel, the certificates from the Company or their officers, the
letters from Ernst & Young LLP, and any other accountants that have
audited financial statements included or incorporated by reference in
the Registration Statement or Prospectus, pursuant to Section 6(b)
and such other matters as determined by the parties thereto. Such
Terms Agreement may also specify the period of time referred to in
Section 4(m). Any written Terms Agreement may be in the form attached
hereto as Exhibit A.
Delivery of the certificates for Notes sold to the Purchaser pursuant
to any Terms Agreement shall be made as agreed to between the Company
and the Purchaser as set forth in the respective Terms Agreement, not
later than the Purchase Date set forth in such Terms Agreement,
against payment of funds to 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.
Unless otherwise agreed to between the Company and the Purchaser in a
Terms Agreement, any Note sold to a Purchaser (i) shall be purchased
by such Purchaser at a price equal to 100% of the principal amount
thereof less a percentage equal to the commission applicable to an
agency sale of a Note of identical maturity and (ii) may be resold by
such Purchaser at varying prices from time to time, or if set forth
in the applicable Terms Agreement and Pricing Supplement, at a fixed
public offering price. In connection with any resale of Notes
purchased, a Purchaser may use a selling or dealer group and may
reallow to any broker or dealer any portion of the discount or
commission payable pursuant hereto.
(c) The Company reserves the right to sell Notes directly to investors on
its own behalf or to purchasers (other than the Agents) acting as
principal for resale to others.
3. Offering Procedure. Each of the Agents shall communicate to the
Company, orally or in writing, each offer to purchase Notes (other than
those offers rejected by an Agent as provided herein) on terms
previously communicated by the Company to such Agent, and except as
otherwise provided in the Procedures, the Company shall have the sole
right to accept such offers to purchase Notes and may refuse any
proposed purchase of Notes, as a whole or in part, for any reason.
Each of the Agents shall have the right, in its discretion reasonably
exercised, to reject any proposed purchase of Notes, as a whole or in
part, and any such rejection shall not be deemed a breach of its
agreement contained herein. Each of the Agents and 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 each of you that:
(a) Prior to the termination of the offering of the Notes , the
Company will not file any amendment of the Registration Statement
nor will the Company file any supplement to the Prospectus (except
for (i) an amendment or supplement consisting solely of the filing
of a document under the Exchange Act, (ii) a supplement relating
to an offering of securities other than the Notes, or (iii) a
supplement relating solely to pricing and related information
concerning a particular sale of Notes) unless the Company has
furnished you a copy of such proposed amendment or supplement for
your review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object. Subject
to the foregoing sentence, the Company will cause each supplement
to the Prospectus to be filed with the SEC as required pursuant to
Rule 424 under the Securities Act. The Company will promptly
advise you (i) when each supplement to the Prospectus shall have
been filed with the SEC pursuant to Rule 424 under the Securities
Act, (ii) when any amendment of the Registration Statement shall
have become effective, (iii) of any request by the SEC for any
amendment of the Registration Statement or amendment of or
supplement to the Prospectus or for any additional information,
(iv) of the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose, and (v) of the
receipt by 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 promptly (upon filing thereof)
furnish you a copy of any amendment or supplement to the
Prospectus or Registration Statement not furnished to you for
prior review pursuant to exceptions (i), (ii) or (iii) of the
first sentence of this subsection (a). 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 Securities Act, any event
occurs as a result of which the Registration Statement, as then
amended, or the Prospectus, as then supplemented, would include
any untrue statement of a material fact or omit to state any
material fact necessary to amend the Registration Statement or to
make the statements therein in light of the circumstances under
which they were made not misleading, or if it shall be necessary
to amend the Registration Statement or to supplement the
Prospectus to comply with the Securities Act or the Exchange Act
or the respective rules and regulations thereunder, the Company
promptly will (i) notify you to suspend solicitation of offers to
purchase Notes (and, if so notified by the Company, you shall
forthwith suspend such solicitation and cease using the Prospectus
as then amended or supplemented), (ii) prepare and file with the
SEC, subject to the first sentence of paragraph (a) of this
Section 4, an amendment or supplement which will correct such
statement or omission or an amendment or supplement which will
effect such compliance, and (iii) supply any such amended or
supplemented Prospectus to you in such quantities as you may
reasonably request. If such amendment or supplement, and
documents, certificates and opinions furnished to you pursuant to
paragraph (g) of this Section 4 in connection with the preparation
or filing of such amendment or supplement are reasonably
satisfactory in all respects to you, you will, upon the filing of
such amendment or supplement with the SEC and upon the
effectiveness of an amendment to the Registration Statement if
such an amendment is required, resume your obligation to solicit
offers to purchase Notes hereunder.
(c) As soon as practicable, the Company will make generally available to
its security holders and to you an earnings statement or statements
of the Company which will satisfy the provisions of Section 11(a) of
the Securities Act and Rule 158 under the Securities Act.
(d) Until the termination of the offering of the Notes, the Company will
timely file all documents, and any amendments to previously filed
documents, required to be filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act.
(e) The Company will furnish to you and to your counsel, without charge,
copies of the Registration Statement (including exhibits thereto) and
each amendment thereto which shall become effective and, so long as
delivery of a prospectus may be required by the Securities Act, as
many copies of any preliminary Prospectus and the Prospectus and any
amendments thereof and supplements thereto as you may reasonably
request.
(f) The Company will endeavor to qualify the Notes for sale under the
laws of such jurisdictions as you may designate and will maintain
such qualifications in effect so long as required for the
distribution of the Notes , provided that in connection therewith
the Company shall not be required to qualify as a foreign
corporation or take any action which would subject it to general
or unlimited service of process in any jurisdiction where it is
not now so subject.
(g) The Company shall furnish to you such 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, any preliminary Prospectus, the
Prospectus, and any amendments or supplements thereto, the
Indenture, the Notes, this Agreement, the Procedures and the
performance by the Company and you of the respective obligations
of each hereunder and thereunder as 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 any Notes is
consummated, (i) pay all expenses incident to the performance of
its obligations under this Agreement, including the fees and
disbursements of its accountants and counsel, the cost of printing
and delivery of the Registration Statement, the Prospectus, all
amendments thereof and supplements thereto, the Indenture, this
Agreement and all other documents relating to the offering, the
cost of preparing, printing, packaging and delivering the Notes,
the fees and disbursements, including fees of counsel, incurred in
connection with the qualification of the Notes for sale and
determination of eligibility for investment of the Notes under the
securities or Blue Sky laws of each such jurisdiction as the Agent
may reasonably designate, the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes, (ii)
reimburse you on an as-needed basis for all out-of-pocket expenses
incurred by you and approved by the Company in advance, in
connection with the offering and the sale of the Notes, and (iii)
be responsible for the reasonable fees and expenses of your
counsel incurred in connection with the offering and sale of the
Notes.
(i) Each acceptance by the Company of an offer to purchase Notes (the
date of each such acceptance, an "Acceptance Date") will be deemed
to be a representation and warranty to you by the Company that
neither the Registration Statement nor the Prospectus, as then
amended or supplemented, fails to reflect any facts or events
which, individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration Statement
or the Prospectus, as then amended or supplemented, and/or
includes any untrue statement of a material fact, or omits to
state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, except that the foregoing does not apply to (i) that
part of the Registration Statement which shall constitute the
Statement of Eligibility (Form T-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 amendment
thereof or supplement thereto in reliance upon and in conformity
with information furnished in writing to the Company by or on
behalf of you specifically for use in connection with the
preparation of the Registration Statement and the Prospectus or
any amendments thereof or supplements thereto.
(j) Each time that the Registration Statement or the Prospectus is
amended or supplemented (other than by (i) an amendment or
supplement consisting solely of the filing of a document under the
Exchange Act unless such amendment or supplement sets forth or
incorporates by reference financial statements for a fiscal
quarter or unless otherwise requested by you, (ii) a supplement
relating to an offering of securities other than the Notes, or
(iii) a supplement relating solely to pricing and related
information concerning a particular sale of Notes), the Company
will deliver or cause to be delivered forthwith to you a
certificate of it signed by its Chairman of the Board or its
President or a Vice President and its Treasurer or an Assistant
Treasurer, dated the date of the effectiveness of such amendment
or the date of filing of such supplement, in form reasonably
satisfactory to you, to the effect that the statements contained
in the certificate that was last furnished to you by it pursuant
to either Section 5(d) or this Section 4(j) are true and correct
at the time of the effectiveness of such amendment or the filing
of such supplement as though made at and as of such time (except
that (i) the last day of the fiscal quarter for which financial
statements of the Company were last filed with the SEC shall be
substituted for the corresponding date in such certificate and
(ii) such statements shall be deemed to relate to the Registration
Statement and the Prospectus as amended and supplemented to the
time of the effectiveness of such amendment or the filing of such
supplement) or, in lieu of such certificate, a certificate of the
same tenor as the certificate referred to in Section 5(d) but
modified to relate to the last day of the fiscal quarter for which
financial statements of the Company were last filed with the SEC
and to the Registration Statement and the Prospectus as amended
and supplemented to the time of the effectiveness of such
amendment or the filing of such supplement.
(k) Each time that the Registration Statement or the Prospectus is
amended or supplemented (other than by (i) an amendment or
supplement consisting solely of the filing of a document under the
Exchange Act unless such amendment or supplement sets forth or
incorporates by reference financial statements for a fiscal
quarter or unless otherwise requested by you, (ii) a supplement
relating to an offering of securities other than the Notes, or
(iii) a supplement relating solely to pricing and related
information concerning a particular sale of Notes), the Company
shall furnish or cause to be furnished forthwith to you a written
opinion of its counsel satisfactory to you, and, at your option,
Sullivan & Cromwell shall furnish to you a written opinion, dated
the date of the effectiveness of such amendment or the date of
filing of such supplement, in form satisfactory to you, of the
same tenor as the opinion referred to in Sections 5(b) and 5(c),
respectively, but modified to relate to the Registration Statement
and the Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such supplement
or, in lieu of such opinion, counsel last furnishing such an
opinion to you may furnish you with a letter to the effect that
you may rely on such last opinion to the same extent as though it
were dated the date of such letter authorizing reliance (except
that statements in such last opinion will be deemed to relate to
the Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such amendment or
the filing of such supplement).
(l) Each time that the Registration Statement or the Prospectus is
amended or supplemented to set forth amended or supplemental
financial information or such amended or supplemental information
is incorporated by reference in the Registration Statement or the
Prospectus, the Company shall cause Ernst & Young LLP, independent
auditors, forthwith to furnish you a letter, dated the date of the
effectiveness of such amendment or the date of filing of such
supplement, in form satisfactory to you, of the same tenor as the
letters referred to in Section 5(e) with such changes as may be
necessary to reflect the amended and supplemental financial
information included or incorporated by reference in the
Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter, provided that if the
Registration Statement or the Prospectus is amended or
supplemented solely to include or incorporate by reference
unaudited financial information as of and for a fiscal quarter,
Ernst & Young LLP may limit the scope of its letter, which shall
be satisfactory in form to you, to the unaudited financial
statements included or incorporated by reference in such amendment
or supplement, unless any other information included or
incorporated by reference therein of an accounting, financial or
statistical nature (which is limited to accounting, financial or
statistical information derived from the general accounting
records of the Company) is of such a nature that, in your
reasonable judgment, such letter should cover such other
information.
(m) During the period, if any, specified in any Terms Agreement, the
Company shall not, without the prior consent of the Purchaser, issue
or announce the proposed issuance of any of its Debt Securities,
including Notes, which Debt Securities have terms substantially
similar to those of the Notes being purchased pursuant to such Terms
Agreement.
5. Conditions to the Obligations of the Agents. The obligation of each of
the Agents to solicit offers to purchase the Notes shall be subject to
the accuracy of the representations and warranties on the part of the
Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement (including
the filing of any document incorporated by reference therein), as of
the date any supplement to the Prospectus is filed with the SEC, as of
each Acceptance Date and as of each Closing Date, to the accuracy of
the statements of 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) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and
no proceedings for that purpose shall have been instituted or
threatened.
(b) The Company shall have furnished to the Agents the opinion of counsel
to the Company, dated the date hereof, to the effect that:
(i) the Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the state of
California, with full corporate power and authority to own its
properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each
jurisdiction which requires such qualification wherein it owns or
leases properties or conducts business, except where the failure
to so qualify would not have a material adverse effect on the
Company;
(ii) 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, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to
or affecting creditors' rights, generally from time to time in
effect and to general principles of equity); the Notes have been
duly authorized and established in conformity with the Indenture,
and, when the terms of the Notes have been duly established in
conformity with the Indenture so as not to violate or conflict
with any provisions of law or any agreement or instrument
applicable to the Company or any of its properties, when the
Notes have been duly executed by the proper officers of the
Company, registered and duly authenticated pursuant to the
Indenture and delivered to and paid for by the purchasers
thereof, the Notes will constitute legal, valid and binding
obligations of the Company entitled to the benefits of the
Indenture;
(iii) to the best knowledge of such counsel, there is no pending or
threatened action, suit or proceeding before any court or
governmental agency, authority, 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;
(iv) the Registration Statement and any amendments thereto have become
effective under the Securities Act; to the best knowledge of such
counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued, no proceedings for that
purpose have been instituted or threatened, and the Registration
Statement, the Prospectus and each amendment thereof or
supplement thereto as of their respective effective or issue
dates (other than the financial statements and other financial
and statistical information contained therein as to which such
counsel need express no opinion) complied as to form in all
material respects with the applicable requirements of the
Securities Act, the Exchange Act and the Trust Indenture Act and
the respective rules and regulations thereunder; and such counsel
has no reason to believe that the Registration Statement, or any
amendment thereof, at the time it became effective or at the date
of this Agreement, contained any untrue statement of a material
fact or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading or that the Prospectus, at its issue date or at the
date of this Agreement, included any untrue statement of a
material fact or omitted to state a material fact necessary to
make the statements therein, in the light of the circumstances
under which they were made, not misleading;
(v) this Agreement has been duly authorized, executed and delivered
by the Company;
(vi) no order, consent, approval, authorization, registration or
qualification of or with any governmental agency or body having
jurisdiction over the Company or any of its properties is
required for the issue and sale of the Notes or the consummation
by the Company of the transactions contemplated by this Agreement
or the Indenture, except such as have been, or will have been
prior to the Closing Date, obtained under the Securities Act and
the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be
required under state securities or Blue Sky laws in connection
with the sale and distribution of the Notes; and
(vii) neither the execution and delivery of the Indenture or this
Agreement, the issue and sale of the Notes (when the terms of the
Notes have been duly established in conformity with the Indenture
so as not to violate or conflict with any provisions of law or
any agreement or instrument applicable to the Company or any of
its properties and when the Notes have been duly executed by the
proper officers of the Company, registered and duly authenticated
pursuant to the Indenture and delivered to and paid for by the
purchasers thereof), nor the consummation of any other of the
transactions herein or therein contemplated nor the fulfillment
of the terms hereof or thereof will conflict with, result in a
breach of, or constitute a default under, the charter or by-laws
of 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 by which the Company or any of its assets is 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.
In rendering such opinion, such counsel may rely, as to the execution
of the Indenture by the Trustee, upon a certificate of the Trustee
setting forth the facts as to such execution.
In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
state of California 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 the
Agents 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 such opinion with respect to clause (vi) above, insofar
as it relates to regulatory authorities in the states in which the
Company operates, such counsel may rely on the opinions of local
counsel satisfactory to such counsel.
(c) The Agents shall have received from Sullivan & Cromwell, counsel for
the Agents, such opinion or opinions, dated the date hereof, with
respect to the issuance and sale of the Notes, the Indenture, the
Registration Statement, the Prospectus and other related matters as
the Agents may reasonably require, and the Company shall have
furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(d) The Company shall have furnished to the Agents a certificate signed
by its Chairman of the Board or its President or a Vice President and
its Treasurer or an Assistant Treasurer stating that after reasonable
investigation and to the best of their knowledge:
(i) the representations and warranties of 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; 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; and the conditions set
forth in Paragraph 5(a) have been fulfilled;
(ii) as of the date of the Prospectus, the Registration Statement and
the Prospectus did not include any untrue statement of a material
fact and did not omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and
(iii) since the date of the most recent financial statements included
or incorporated by reference in the Prospectus, there has been no
material adverse change in the condition (financial or other),
earnings, business or properties of the Company and its
subsidiaries, whether or not arising from transactions in the
ordinary course of business, except as set forth in or
contemplated in the Prospectus.
(e) The Company shall have furnished to the Agents (i) a letter of
Ernst & Young LLP, addressed to the Board of Directors of the
Company and the Agents and dated the later of the effective date
of the Registration Statement or the date of the filing of the
Company's latest Annual Report on Form 10-K, of the type described
in the American Institute of Certified Public Accountants'
Statement on Auditing Standards No. 72 ("SAS 72") and covering
such financial statement items of the Company as the Agents may
reasonably have requested; (ii) a letter of Ernst & Young LLP,
addressed to the Agents and dated the date hereof, stating, as of
the date of such letter (or, with respect to matters involving
changes or developments since the respective dates as of which
specified financial information is given in the Prospectus, as of
a date not more than five business days prior to the date of such
letter), the conclusions and findings of such firm with respect to
the financial information and other matters of the Company covered
by its letter referred to in subclause (i) above and confirming in
all material respects the conclusions and findings set forth in
such prior letter; and (iii) a letter, dated the date hereof, of
any other accountants that have audited financial statements
included or incorporated by reference in the Registration
Statement and Prospectus, addressed to the Agents, of the type
described in SAS 72 and covering such financial statement items as
the Agents may reasonably request.
References to the Registration Statement and the Prospectus in this
paragraph (e) are to such documents as amended and supplemented at
the date of the letter.
(f) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus (with
respect to Section 6(c) hereof, only as the Registration Statement
and the Prospectus are amended or supplemented through the date of
the Terms Agreement) there shall not have been any change, or any
development involving a prospective change, in or affecting the
business or properties of the Company and its principal
subsidiaries the effect of which is, in the reasonable judgment of
the Agents, so material and adverse as to make it impractical or
inadvisable to proceed with the soliciting of offers to purchase
the Notes as contemplated by the Registration Statement and the
Prospectus (or, in the case of a Terms Agreement, to proceed with
the offering or the delivery of the Notes to be purchased as
contemplated by the Terms Agreement).
(g) Prior to the date hereof, the Company shall have furnished to the
Agents such further information, certificates and documents as the
Agents may reasonably request.
If any of the conditions specified in this Section 5 shall not have been
fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Agents, this Agreement and all
obligations of the Agents hereunder may be canceled at any time by the
Agents. Notice of such cancellation shall be given to 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 Sullivan & Cromwell, counsel for the Agents, at
125 Broad Street, New York, NY 10004, or such other location as the
parties hereto agree, on the date hereof.
6. Conditions to the Obligations of the Purchaser. The obligations of the
Purchaser to purchase Notes pursuant to any Terms Agreement will be
subject to the accuracy of the representations and warranties on the
part of the Company herein as of the date of the respective Terms
Agreement and as of the Purchase Date thereunder, to the performance
and observance by the Company of all covenants and agreements herein
contained on their part to be performed and observed and to the
following additional conditions precedent:
(a) No stop order suspending the effectiveness of the Registration
Statement, as amended from time to time, shall have been issued and
no proceedings for that purpose shall have been instituted or
threatened.
(b) To the extent required by the respective Terms Agreement, the
Purchaser shall have received, appropriately updated, (i) a
certificate of the Company, dated as of the Purchase Date, to the
effect set forth in Section 5(d), (ii) opinion of counsel to the
Company, dated as of the Purchase Date, to the effect set forth in
Section 5(b), (iii) the opinion of Sullivan & Cromwell, counsel
for the Purchaser, dated as of the Purchase Date, to the effect
set forth in Section 5(c), and (iv) letters of Ernst & Young LLP,
dated as of the Purchase Date, to the effect set forth in Section
5(e).
(c) The conditions set forth in Section 5(f) shall have been satisfied.
(d) Prior to the Purchase Date, the Company shall have furnished to the
Purchaser such further information, certificates and documents as the
Purchaser may reasonably request.
(e) Subsequent to the execution of any Terms Agreement, the Company
shall not have received notice that any rating of any of the
Company's unsecured senior debt securities shall have been lowered
by any nationally recognized statistical rating organization (as
defined in Rule 15c3-1 under the Exchange Act) or that any such
organization has publicly announced that it has under surveillance
or review, with possible negative implications, the ratings of any
of the Company's unsecured senior debt securities.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement,
or if any of the opinions and certificates mentioned above or elsewhere in
this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Purchaser, the Terms Agreement
and all obligations of the Purchaser thereunder may be canceled at, or at
any time prior to, the respective Purchase Date by the Purchaser. Notice
of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.
7. Reimbursement of the Agents' and the Purchaser's Expenses. In
connection with the sale of any Notes under this Agreement, if any
condition to the obligations of the Agents set forth in Section 5
hereof is not satisfied, if any condition to the obligations of the
Purchaser set forth in Section 6 (other than Section 6(e)) hereof is
not satisfied, if any termination pursuant to Section 9(b)(i) hereof
shall occur or in the case of any refusal, inability or failure on the
part of the Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by any of the
Agents, the Company will (in addition to any other obligations
hereunder) reimburse each of the Agents or the Purchaser upon demand
for all reasonable out-of-pocket expenses (including reasonable fees
and disbursements of counsel but excluding advertising expenses) that
shall have been incurred by such Agent or the Purchaser in connection
with such sale.
8. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold harmless each of you and
each person, if any, who controls any of you within the meaning of
the Securities Act from and against any loss, claim, damage or
liability, joint or several, and any action in respect thereof, to
which any of you or any such controlling person may become
subject, under the Securities Act or otherwise, insofar as such
loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the
Prospectus, or arises out of, or is based upon, the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and shall reimburse each of you and such controlling
person for any legal and other expenses reasonably incurred by you
or such controlling person in investigating or defending or
preparing to defend against any such loss, claim, damage,
liability or action as such expenses are incurred (but no more
frequently than annually), provided, however, that the Company
shall not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of, or is
based upon, any untrue statement or alleged untrue statement or
omission or alleged omission made in the Registration Statement or
the Prospectus, in reliance upon and in conformity with written
information furnished to the Company specifically for use
therein. The foregoing indemnity agreement is in addition to any
liability which the Company may otherwise have to any of you or
any controlling person.
(b) Each of you shall indemnify and hold harmless the Company, each of
its directors, each of its officers who signed the Registration
Statement and any person who controls the Company within the
meaning of the Securities Act from and against any loss, claim,
damage or liability, joint or several, and any action in respect
thereof, to which the Company, or any such director, officer or
controlling person may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or
alleged untrue statement of a material fact contained in the
Registration Statement or the Prospectus, or arises out of, or is
based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make
the statements therein not misleading, but in each case only to
the extent that the untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in
conformity with information furnished in writing to the Company by
any of you specifically for use therein, and shall reimburse the
Company for any legal and other expenses reasonably incurred by
the Company or any such director, officer or controlling person in
investigating or defending or preparing to defend against any such
loss, claim, damage, liability or action as such expenses are
incurred (but no more frequently than annually). The foregoing
indemnity agreement is in addition to any liability which any of
you may otherwise have to the Company or any of their directors,
officers or controlling persons.
(c) Promptly after receipt by an indemnified party under this Section
8 of notice of any claim or the commencement of any action, the
indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under this Section 8, notify
the indemnifying party in writing of the claim or the commencement
of that action, provided that the failure to notify the
indemnifying party shall not relieve it from any liability which
it may have to an indemnified party otherwise than under Section
8(a) or 8(b). If any such claim or action shall be brought
against an indemnified party, and it shall notify the indemnifying
party thereof, the indemnifying party shall be entitled to
participate therein, and, to the extent that it wishes, jointly
with any other similarly notified indemnifying party, to assume
the defense thereof with counsel satisfactory to the indemnified
party. After notice from the indemnifying party to the
indemnified party of its election to assume the defense of such
claim or action, the indemnifying party shall not be liable to the
indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by the indemnified party in
connection with the defense thereof other than reasonable costs of
investigation. If the indemnifying party shall not elect to
assume the defense of such action, such indemnifying party will
reimburse such indemnified party for the reasonable fees and
expenses of any counsel retained by them. In the event that the
parties to any such action (including impleaded parties) include
the Company and one or more Agents and either (i) the indemnifying
party or parties and indemnified party or parties mutually agree
or (ii) representation of both the indemnifying party or parties
and the indemnified party or parties by the same counsel is
inappropriate under applicable standards of professional conduct
due to actual or potential differing interests between them, then
the indemnifying party shall not have the right to assume the
defense of such action on behalf of such indemnified party and
will reimburse such indemnified party for the reasonable fees and
expenses of any counsel retained by them and satisfactory to the
indemnifying party, it being understood that the indemnifying
party shall not, in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of
attorneys for all such indemnified parties, which firm shall be
designated in writing by the applicable representative in the case
of an action in which any of you or controlling persons are
indemnified parties and by the Company or any of its directors,
officers or controlling persons in the case of any action in which
any of them are indemnified parties. The indemnifying party or
parties shall not be liable under this Agreement with respect to
any settlement made by any indemnified party or parties without
prior written consent by the indemnifying party or parties to such
settlement.
(d) If the indemnification provided for in this Section 8 shall for
any reason be unavailable to an indemnified party under Section
8(a) or 8(b) hereof in respect of any loss, claim, damage or
liability, or any action in respect thereof, referred to therein,
then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or
liability, or action in respect thereof, in such proportion as is
appropriate to reflect the relative benefits received by the
Company, on the one hand, and each of you, on the other hand, from
the offering of the Notes. If, however, this allocation is not
permitted by applicable law, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party
as a result of such loss, claim, damage or liability, or action in
respect thereof, in such proportion as shall be appropriate to
reflect the relative benefits received by the Company, on the one
hand, and each of you on the other hand, from the offering of the
Notes and the relative fault of the Company, on the one hand, and
each of you, on the other hand, with respect to the statements or
omissions which resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant
equitable considerations. The relative benefits received by the
Company, on the one hand, and each of you, on the other hand, with
respect to such offering shall be deemed to be in the same
proportion as the aggregate commissions received by each of you
(in the case of a Terms Agreement, as if such commission had been
payable) pursuant to Section 2 to the aggregate principal amount
of the Notes sold. The relative fault shall be determined by
reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or by any of
you, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by an
indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this
Section 8(d) shall be deemed to include, for purposes of this
Section 8(d), any legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the
provisions of this Section 8(d), you shall not be required to
contribute any amount in excess of the amount by which the total
price at which the Notes purchased by or through you were sold to
the public exceeds the amount of any damages which any of you have
otherwise paid or become liable to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Your obligations to contribute as provided in
this Section 8(d) are several in proportion to your respective
obligations and not joint.
9. Termination. This Agreement will continue in effect until terminated as
provided in this Section 9.
(a) This Agreement may be terminated by the Company as to any Agent or
any Agent insofar as this Agreement relates to such Agent giving
written notice of such termination to such Agent or the Company.
This Agreement shall so terminate at the close of business on the
first business day following the receipt of such notice by the
party to whom such notice is given. In the event of such
termination, no party shall have any liability to the other
parties hereto, except as provided in the fourth paragraph of
Section 2(a), Section 4(h), Section 7, Section 8 and Section 10.
(b) Each Terms Agreement shall be subject to termination in the
absolute discretion of the Purchaser, by notice given to the
Company prior to delivery of any payment for Notes to be purchased
thereunder, if prior to such time (i) there shall have occurred
any change, or any development involving a prospective change, in
or affecting particularly the business or properties of the
Company or its subsidiaries which, in the Purchaser's reasonable
judgment, materially impairs the investment quality of the Notes;
(ii) trading in securities generally on the New York Stock
Exchange shall have been suspended or materially limited and the
effect of which, in the Purchaser's reasonable judgment,
materially impairs the investment quality of the Notes; (iii) a
banking moratorium shall have been declared by either federal or
New York State authorities; or (iv) there shall have occurred any
outbreak or escalation of hostilities or other calamity or crisis
or the declaration by the United States of a national emergency or
war the effect of which on the financial markets of the United
States is material and adverse and is such as to make it, in the
reasonable judgment of the Purchaser, impracticable or inadvisable
to market such Notes on the terms and in the manner contemplated
by the Prospectus.
10. Representations and Indemnities to Survive. The respective agreements,
representations, warranties, indemnities and other statements of the
Company and its officers and of each of the Agents 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 any of the
Agents, 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 the fourth paragraph of
Section 2(a), Section 4(h), Section 7 and Section 8 hereof shall
survive the termination or cancellation of this Agreement.
11. Right of Person Who Agreed to Purchase to Refuse to Purchase. A person
who has agreed to purchase and pay for Notes as a result of an offer to
purchase solicited by an Agent, may refuse to purchase such Notes if,
on the related Closing Date fixed pursuant to the Procedures, any
condition set forth in Section 5(a) or 5(f) shall not be satisfied or
if, subsequent to the Acceptance Date and on or prior to the Closing
Date fixed pursuant to the Procedures, the Company shall have received
notice that any rating of any of the Company's unsecured senior debt
securities shall have been lowered by any nationally recognized
statistical rating organization (as defined in Rule 15c3-1 under the
Exchange Act) or that any such organization has publicly announced that
it has under surveillance or review, with possible negative
implications, the ratings of any of the Company's unsecured senior debt
securities.
12. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated at World Financial Center, 250
Vesey Street, North Tower, 10th Floor, New York, New York 10281,
Attention: Medium-Term Note Product Management; to Goldman, Sachs & Co.
at 85 Broad St., New York, New York 10004, Attention: Medium-Term Note
Management; to Salomon Brothers Inc, Seven World Trade Center, New
York, New York 10048, Telecopy Number (212) 783-2274, Attention:
Medium-Term Management; to Pacific Bell at 2600 Camino Ramon,
Room 4CS100, San Ramon, CA 94583, Attention: Vice President; and
duplicate copies will be mailed, delivered or telegraphed and confirmed
to Pacific Bell at 175 E. Houston, 7th Floor, San Antonio, TX 78205,
Attention: Treasurer, and to SBC Communications Inc., 175 E. Houston,
12th Floor, San Antonio, TX 78205, Attention: General Attorney -
Corporate/SEC.
13. Successors. This Agreement will inure to the benefit of and be binding
upon each of the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8
hereof, and no other person (other than the persons and to the extent
referred to in Section 11 hereof) will have any right or obligation
hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the state of New York.
15. Counterparts. This Agreement may be executed by each of the parties hereto
in any number of counterparts, each of which shall be deemed to be an
original, but all such counterparts shall together constitute one and the
same instrument.
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 each of the Agents as of the date first set forth above.
Very truly yours,
PACIFIC BELL
By: /s/Donald E. Kiernan
Donald E. Kiernan
Vice President
The foregoing Selling Agency Agreement is hereby confirmed and accepted as of
the date first set forth above.
MERRILL LYNCH PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Scott Primrose
__________________________
Scott Primrose
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
_____________________________
GOLDMAN, SACHS & CO.
SALOMON BROTHERS INC
By: /s/Martha D. Bailey
_________________________
Martha D. Bailey
SCHEDULE I
Pursuant to Section 2(a) of the Selling Agency Agreement, the Company
agrees to pay each of the Agents a commission equal to the following percentage
of the principal amount of each Note sold by such Agent:
- -----------------------------------------------------------------------
TERM COMMISSION
RATE
From 9 months to less than 1 year .125%
From 1 year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .525%
From 7 years to less than 10 years .575%
From 10 years up to and including 15 years .600%
From more than 15 years up to and including 20 years .675%
From more than 20 years up to and including 30 years .750%
More than 30 years *
- --------------------
* The commission will be negotiated.
EXHIBIT A
Pacific Bell
Medium-Term Notes, Series A
Due Nine Months or More From Date of Issue
TERMS AGREEMENT
_______________, 19____
Pacific Bell
175 E. Houston
San Antonio, Texas 78205
Attention: Treasurer
Subject in all respects to the terms and conditions of the Selling Agency
Agreement dated October 23, 1997, among Merrill, Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Salomon Brothers Inc
and Pacific Bell (the "Agreement"), the undersigned agrees to
purchase the following Notes of Pacific Bell:
Aggregate Principal Amount:
Specified Currency:
Form of Note: _____ Definitive Securities
_____ Permanent Global
_____ Temporary Global
Type of Note: _____ Fixed Rate
_____ Floating Rate
For Fixed Rate Notes:
Interest Rate: _____% per annum
For Floating Rate Notes:
Initial Interest Rate: _____% per annum
Base Rate: _____ Commercial Paper Rate
_____ LIBOR
_____ Treasury Rate
_____ Other (specify):
Index Maturity:
Spread (if applicable): _____ basis points
Spread Multiplier (if applicable): _____%
Maximum Interest Rate (if applicable):
Minimum Interest Rate (if applicable):
Interest Reset Dates (if applicable):
Calculation Agent:
Maturity:
Initial Redemption Date:
Redemption Premium:
Interest Payment Dates:
Record Dates:
Purchase Price: _________% of Principal Amount (plus accrued interest from
________________, 199__ )
Purchase Date and Time:
Place for Delivery of Notes and
Payment Therefor:
Method of Payment:
Redemption:
____ The Notes are not redeemable prior to Maturity.
____ The Notes are redeemable prior to Maturity on and after
________________, 19___ (the "Initial Redemption Date") at prices
that shall initially be ____% of the principal amount of the Note to
be redeemed and shall decline at each one-year anniversary of the
Initial Redemption Date by ____% of the principal amount to be
redeemed until the redemption price is 100% of such principal
amount.
Additional terms, if any:
Modification, if any, in the requirements to deliver the documents specified in
Section 6(b) of the Agreement:
Period during which Debt Securities may not be sold pursuant to Section 4(m) of
the Agreement:
By: __________________________
Title:
Accepted:
Pacific Bell
By: _________________________
Title: