FORM OF FACE OF FIXED RATE NOTE
[Insert any legend required by the IRC]
Registered Principal Amount
SBC COMMUNICATIONS INC. $
No. A- CUSIP
MEDIUM-TERM NOTE, SERIES A
Due Nine Months or More From Date of Issue
If applicable, the "Total Amount of OID," "Yield to Maturity" and "Initial
Accrual Period OID" (computed under the Approximate Method) below will be
completed solely for the purpose of applying the federal income tax Original
Issue Discount ("OID") rules.
ISSUE PRICE: ADDITIONAL TERMS:
ORIGINAL ISSUE DATE: MATURITY DATE:
INTEREST RATE: TOTAL AMOUNT OF OID:
RECORD DATES: YIELD OF MATURITY:
INTEREST PAYMENT DATES: INITIAL ACCRUAL PERIOD OID:
SPECIFIED CURRENCY: EXCHANGE RATE AGENT:
MINIMUM DENOMINATIONS:
(Applicable only if Specified
Currency is other than U.S. Dollars)
INITIAL REDEMPTION DATE: THE OPTIONAL REDEMPTION PRICE SHALL BE
___% OF THE PRINCIPAL AMOUNT OF THIS
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 OPTIONAL
REDEMPTION PRICE IS 100% OF SUCH
PRINCIPAL AMOUNT.
OPTIONAL REPAYMENT DATE(S):
REPAYMENT TERMS:
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SBC COMMUNICATIONS INC., a Delaware corporation (herein called "SBC"), for value
received, hereby promises to pay to ___________________________________________,
or registered assigns, the principal sum of___________________________ dollars
($__________ on the Maturity Date specified above, and to pay interest on said
principal sum, on the Interest Payment Dates specified above and on the Maturity
Date, commencing on the next Interest Payment Date succeeding the Original Issue
Date specified above, at the Interest Rate specified above, from the Original
Issue Date or the most recent date to which interest has been paid or duly
provided for, until the principal hereof becomes due and payable, and on any
overdue principal and (to the extent that the payment of such interest shall be
legally enforceable) on any overdue installment of interest at the Interest
Rate. The interest so payable, and punctually paid or duly provided for on any
Interest Payment Date, will be paid to the person in whose name this Note is
registered on the close of business on the Record Date specified above (whether
or not a Business Day (as defined below)) next preceding such Interest Payment
Date, unless the Original Issue Date occurs between such Record Date and such
Interest Payment Date, in which case the interest will be paid on the Interest
Payment Date following the next succeeding Record Date to the Person in whose
name the Note shall have been registered on the Original Issue Date. Principal,
premium, if any, and interest payable on the Maturity Date or the date fixed for
redemption, as the case may be, will be payable to the Person in whose name this
Note is registered on the Maturity Date or the date fixed for redemption, as the
case may be.
Payment of the principal, premium, if any, and interest on this Note due at the
Maturity Date or upon redemption will be made at the Maturity Date or upon
redemption, as the case may be, upon presentation of this Note, in immediately
available funds, at the office or agency of SBC maintained for that purpose in
the Borough of Manhattan, The City of New York. Payment of interest on this Note
due on an Interest Payment Date will be paid, if the Note is not a Global
Security, by check mailed to the address of the Person entitled thereto as such
address shall appear in the Note Register (notwithstanding the foregoing, a
holder of U.S. $10,000,000 or more in aggregate principal amount of Notes of
like tenor and term (or a holder of the equivalent thereof in a Specified
Currency other than U.S. dollars) shall be entitled to receive such interest
payments in immediately available funds, but only if appropriate instructions
have been received in writing by the Paying Agent on or prior to the applicable
Record Date), and if the Note is a Global Security, by wire transfer to The
Depository Trust Company or its nominee, in accordance with the Medium-Term
Notes, Series A Administrative Procedures. Any interest not punctually paid or
duly provided for shall be payable as provided in the Indenture. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.
As used herein, "Business Day" means any day, other than a Saturday or Sunday,
on which banks in the city of New York are not required or authorized by law to
close.
All payments in respect of this Note will be made in U.S. dollars regardless of
the Specified Currency shown above unless the Holder hereof makes the election
described below. If the Specified Currency shown above is other than U.S.
dollars, SBC or its agent will arrange to convert all
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payments in respect hereof into U.S. dollars in the manner described on the
reverse hereof; provided, however, that the Holder hereof may, if so indicated
above, elect to receive all payments in such Specified Currency by delivery of a
written request to SBC's paying agent (the "Paying Agent") in the city of New
York, which must be received by the Paying Agent on or prior to the applicable
Record Date or at least fifteen calendar days prior to the Maturity Date or the
date fixed for redemption, as the case may be. Such election will remain in
effect unless and until changed by written notice to the Paying Agent, but the
Paying Agent must receive written notice of any such change on or prior to the
applicable Record Date or at least fifteen calendar days prior to the Maturity
Date or the date fixed for redemption, as the case may be. Until the Notes are
paid or payment therefor is provided for, SBC will, at all times, maintain a
Paying Agent in the city of New York capable of performing the duties described
herein to be performed by the Paying Agent. If SBC determines that the Specified
Currency is not available for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond SBC's control, or
is no longer used by the government of the country issuing such currency or for
the settlement of transactions by public institutions of or within the
international banking community, then the Holder thereof may not so elect to
receive payments in the Specified Currency, and any such outstanding election
shall be automatically suspended, until SBC determines that the Specified
Currency is again available for making such payments.
In the event of an official redenomination of the Specified Currency shown
above, the obligations of SBC with respect to payments on this Note shall, in
all cases, be deemed immediately following such redenomination to provide for
payment of that amount of redenominated currency representing the amount of such
obligations immediately before such redenomination. In no event, however, shall
any adjustment be made to any amount payable hereunder as a result of any change
in the value of the Specified Currency shown above relative to any other
currency due solely to fluctuations in exchange rates.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth at
this place.
This Note shall not be valid or obligatory for any purpose until the certificate
of authentication hereon shall have been manually signed by the Trustee.
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IN WITNESS WHEREOF, SBC COMMUNICATIONS INC. has caused this instrument to be
signed in its name by the facsimile signatures of its Senior Executive Vice
President and Chief Financial Officer and Assistant Treasurer and has caused a
facsimile of its corporate seal to be imprinted hereon.
Dated: _____________ SBC COMMUNICATIONS INC.
By: ______________________________
Donald E. Kiernan
Senior Executive Vice President,
Chief Financial Officer
By: ___________________________
Michael D. Wagner
Assistant Treasurer
Trustee's Certificate of Authentication
This is one of the Medium-Term Notes of
the series designated herein referred to
in the within-mentioned Indenture.
THE BANK OF NEW YORK, as Trustee
By: ______________________________
Authorized Signature
Agency for transfer, exchange and payment: THE BANK OF NEW YORK
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FORM OF REVERSE OF FIXED RATE NOTE
SBC COMMUNICATIONS INC.
MEDIUM-TERM NOTE, SERIES A
This Note is one of a duly authorized issue of notes of SBC (the "Securities")
of the series specified on the face hereof (hereinafter called the "Notes")
unlimited in aggregate principal amount, issued or to be issued under and
pursuant to an indenture dated as of November 1, 1994 between SBC, and The Bank
of New York, as Trustee (the "Trustee," which term includes any successor
Trustee under the Indenture), to which indenture and all indentures supplemental
thereto (collectively, the "Indenture") reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, SBC and the holders of the Securities. The
Securities may be issued in one or more series, which different series may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest, if any, at different rates, may be subject to different
covenants and Events of Default and may otherwise vary as provided in the
Indenture.
Unless otherwise specified on the face hereof, the authorized denominations of
Notes denominated in U.S. dollars will be U.S. $1,000 and any larger amount that
is an integral multiple of U.S. $1,000. The authorized denomination of Notes
denominated in a currency or currency unit other than U.S. dollars will be set
forth on the face hereof.
References herein to "U.S. dollars" or to "U.S.$" are to the currency of the
United States of America.
If the Specified Currency is other than U.S. dollars, the amount of any U.S.
dollar payment to be made in respect hereof will be determined by the Exchange
Rate Agent based on the highest firm bid quotation for U.S. dollars received by
the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the
second Business Day preceding the applicable payment date (or, if no such rate
is quoted on such date, the last date on which such rate was quoted), from three
recognized foreign exchange dealers in the city of New York selected by the
Exchange Rate Agent and approved by SBC (one of which may be the Exchange Rate
Agent) for the purchase by the quoting dealer, for settlement on such payment
date, of the aggregate amount of the Specified Currency that would otherwise be
payable on such payment date in respect of all Securities denominated in such
Specified Currency. If no such bid quotations are available, payments will be
made in the Specified Currency unless such Specified Currency is unavailable as
provided below.
If the Specified Currency is other than U.S. dollars and the Specified Currency
is unavailable due to the imposition of exchange controls or to other
circumstances beyond SBC's control, SBC will be entitled to make payments in
U.S. dollars on the basis of the noon buying rate in the city of New York for
cable transfers in the Specified Currency as certified for customs purposes by
the Federal Reserve Bank of New York (the "Market Exchange Rate") for such
Specified Currency on the second Business Day prior to the applicable payment
date. In the event such Market Exchange Rate
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is not then available, SBC will be entitled to make payments in U.S. dollars (i)
if such Specified Currency is not a composite currency, on the basis of the most
recently available Market Exchange Rate for such Specified Currency or (ii) if
such Specified Currency is a composite currency, in an amount determined by the
Exchange Rate Agent to be the sum of the results obtained by multiplying the
number of units of each component currency of such composite currency, as of the
most recent date on which such composite currency was used, by the Market
Exchange Rate for such component currency on the second Business Day prior to
such payment date (or if such Market Exchange Rate is not then available, by the
most recently available Market Exchange Rate for such component currency).
If the official unit of any component currency is altered by way of combination
or subdivision, the number of units of that currency as a Component shall be
divided or multiplied in the same proportion. If two or more component
currencies are consolidated into a single currency, the amounts of those
currencies as Components shall be replaced by an amount in such single currency
equal to the sum of the amounts of the consolidated component currencies
expressed in such single currency. If any component currency is divided into two
or more currencies, the amount of that currency as a Component shall be replaced
by amounts of such two or more currencies having an aggregate value on the date
of division equal to the amount of the former component currency immediately
before the division.
All currency exchange costs will be borne by SBC unless the Holder of this Note
has made an election to receive all payments in a Specified Currency other than
U.S. dollars. In that case, the Holder of this Note shall bear its pro-rata
portion of currency exchange costs, if any, with all other electing Holders by
deductions from payments otherwise due.
This Note may be redeemed prior to its Maturity Date at the option of SBC on and
after the Initial Redemption Date specified on the face hereof, as a whole or in
part, at an Optional Redemption Price determined as specified on the face
hereof, together with accrued interest to the date fixed for redemption;
provided, however, that if no Initial Redemption Date is so specified, then this
Note may not be redeemed prior to its Maturity Date; provided, further, that
installments of interest on this Note whose stated maturity is on or prior to
any such date fixed for redemption will be payable to the Holder of this Note of
record at the close of business on the relevant Record Dates referred to on the
face hereof, all as provided in the Indenture. Notice of redemption, if
applicable, will be given by mail to Holders of Notes not less than 30 nor more
than 60 days prior to the date fixed for redemption, all as provided in the
Indenture.
This Note may be repaid prior to its Maturity Date at the option of the Holder
on and after the Optional Repayment Date(s) specified on the face hereof, as a
whole or in part, subject to the Repayment Terms as specified on the face
hereof, together with accrued interest to the date fixed for repayment;
provided, however, that if no Optional Repayment Date is specified, then this
Note may not be repaid prior to its Maturity Date; provided, further, that
installments of interest on this Note whose stated maturity is on or prior to
any such date fixed for repayment will be payable to the
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Holder of this Note of record at the close of business on the relevant Record
Dates referred to on the face hereof, all as provided in the Indenture;
provided, further, that the repayment option may be exercised by the Holder of
this Note for less than the entire principal amount of this Note only if the
principal amount of this Note remaining outstanding after repayment, if any, is
an authorized denomination. Notice of the Holder's exercise of its repayment
option must be received by the Trustee at the principal office of the corporate
trust department of the Trustee in The City of New York at least 30 days, but
not more than 45 days, prior to the date fixed for repayment.
In case an Event of Default, as defined in the Indenture, with respect to the
Notes, shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the Indenture.
If this Note is an OID Note, the amount payable in the event of redemption or
acceleration of the Maturity Date, in lieu of the principal amount due at the
stated Maturity Date hereof, shall be the Amortized Face Amount of this Note as
of the Redemption Date or the date of such acceleration.
The "Amortized Face Amount" of this Note shall be the amount equal to (a) the
Issue Price (as set forth on the face hereof) plus (b) that portion of the
difference between the Issue Price and the principal amount hereof that has
accrued at the Yield to Maturity (as set forth on the face hereof) (computed in
accordance with generally accepted United States bond yield computation
principles) at the date as of which the Amortized Face Amount is calculated, but
in no event shall the Amortized Face Amount of this Note exceed its stated
principal amount.
The Indenture contains provisions permitting SBC and the Trustee with the
written consent of the Holders of a majority in principal amount of the
outstanding Securities of each series affected by a supplemental indenture (with
each series voting as a class), to enter into a supplemental indenture to add
any provisions to or to change or eliminate any provisions of the Indenture or
to modify, in each case in any manner not covered by provisions in the Indenture
relating to amendments and waivers without the consent of Holders, the rights of
the Holders of each such series. The Holders of a majority in principal amount
of the outstanding Securities of each series affected by such waiver (with each
series voting as a class), by notice to the Trustee, may waive compliance by SBC
with any provisions of the Indenture or the Securities of any such series except
a default in the payment of the principal of or interest on any Security. Any
such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not a notation of such waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of SBC, which is absolute and
unconditional, to pay the principal of and interest on this Note at the times,
place and rate, and in the coin or currency, herein prescribed.
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The Notes are issued in registered form without coupons.
When Notes are presented to the Registrar with a request to register their
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations and like tenor, the Registrar shall register the
transfer or make the exchange if its requirements for such transactions are met.
SBC will not make any charge for any registration of transfer or exchange but
may require the payment by the party requesting such registration of transfer or
exchange of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Ownership of Notes shall be proved by the register for the Notes kept by the
Registrar. SBC, the Trustee and any agent of SBC may treat the person in whose
name a Note is registered as the absolute owner thereof for all purposes.
No director, officer, employee or stockholder, as such, of SBC shall have any
liability for any obligations of SBC under this Note, the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder by accepting this Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
this Note.
All terms used in this Note which are defined in the Indenture shall have the
meanings assigned to them in the Indenture.
The Indenture and this Note shall be governed by and construed in accordance
with the laws of the state of New York.
FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s)
unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)
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(please print or typewrite name and address including postal zip code
of assignee)
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the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
______________________________________________________________ attorney to
transfer said Note on the books of SBC, with full power of substitution in the
premises.
Date:______________________ Signature:______________________________
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NOTICE: The signature to this assignment
must correspond with the name as written
upon the face of the within instrument
in every particular, without alteration
or enlargement or any change whatever.
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