Exhibit 4
SBC COMMUNICATIONS CAPITAL CORPORATION,
as Issuer and Registrant of Securities,
SBC COMMUNICATIONS INC.,
as Issuer and Registrant of Obligations Pursuant to
the Support Agreement
AND
THE BANK OF NEW YORK,
Trustee
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Second Supplemental Indenture
Dated as of June 30, 2000
TO INDENTURE
Dated as of February 1, 1987
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Second Supplemental Indenture, dated as of June 30,
2000 among SBC Communications Capital Corporation, a
Delaware corporation ("Capital Corporation"), SBC
Communications Inc., a Delaware corporation ("SBC"), and The
Bank of New York, a trust company duly organized and validly
existing under the laws of the State of New York
("Trustee").
Recitals of Capital Corporation and SBC.
Capital Corporation and SBC have heretofore executed and delivered to the
Trustee an Indenture, dated as of February 1, 1987, as supplemented by the First
Supplemental Indenture, dated as of October 1, 1990 (the "Indenture"), providing
for the issuance from time to time of its unsecured debentures, notes and other
evidences of indebtedness (herein and therein called the "Securities"), to be
issued in one or more series as in the Indenture provided.
Section 9.01 of the Indenture provides, among other things, that Capital
Corporation, SBC and the Trustee, at any time and from time to time, may enter
into an indenture supplemental to the Indenture without consent of any
Securityholder for the purpose of complying with Section 5.01 of the Indenture
relating to a merger of Capital Corporation.
Pursuant to Section 5.01 of the Indenture, Capital may not consolidate
with, or merge into, or be merged into any person, unless the person is a
corporation organized under the laws of the United States, any State thereof or
the District of Columbia, the person assumes by supplemental indenture all the
obligations of Capital Corporation under the Securities and any coupons
appertaining thereto and under the Indenture and, after giving effect thereto,
no Default or Event of Default shall have occurred and be continuing.
SBC pursuant to the foregoing authority, proposes in and by this Second
Supplemental Indenture to assume all the obligations of Capital Corporation
under the Indenture with respect to the Securities of all series outstanding on
the date hereof in order to permit the merger of Capital Corporation into SBC
pursuant to the resolutions of the Board of Directors of SBC duly adopted on
June 30, 2000, and after giving effect thereto, no Default or Event of Default
shall have occurred and be continuing.
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All things necessary to make this Second Supplemental Indenture a valid
agreement of Capital Corporation and SBC, in accordance with its terms, have
been done.
For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually covenanted and agreed as follows for the
equal and ratable benefit of the Holders of the Securities:
ARTICLE I
Pursuant to Section 5.01, the Indenture is hereby amended as follows:
1. SBC is hereby directly assuming all the obligations of Capital
Corporation under the Securities and any coupons appertaining thereto and under
the Indenture.
2. SBC shall succeed to and be substituted for and may exercise
every right and power of Capital Corporation under the Indenture with the same
effect as if SBC had been named as Capital Corporation therein.
3. Capital Corporation shall be released of all obligations under
the Indenture.
4. This Second Supplemental Indenture complies with Article 5 of
the Indenture. All conditions precedent provided in Article 5 of the Indenture
relating to this assumption and succession have been complied with.
ARTICLE II
This Second Supplemental Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the date first above written.
SBC Communications Capital Corporation
By: /s/ Roger W. Wohlert
Roger W. Wohlert
Senior Vice President and Treasurer
(Seal)
Attest:
/s/ Wayne A. Wirtz
Wayne A. Wirtz
Secretary
SBC Communications Inc.
By: /s/ Donald E. Kiernan
Donald E. Kiernan
Senior Executive Vice President,
Chief Financial Officer and Treasurer
(Seal)
Attest:
/s/ Wayne A. Wirtz
Wayne A. Wirtz
Assistant Secretary
The Bank of New York
By: /s/ Remo J. Reale
Remo J. Reale
(Seal) Vice President
Attest:
/s/ Mary LaGumina
Mary LaGumina
Vice President
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