<PAGE> 1
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BELLSOUTH TELECOMMUNICATIONS, INC.
AND
SUNTRUST BANK,
TRUSTEE
---------------------
SUPPLEMENTAL INDENTURE
DATED DECEMBER 14, 2000
---------------------
$1,800,000,000 AGGREGATE PRINCIPAL AMOUNT OF
EXTENDIBLE LIQUIDITY SECURITIES(SM), (EXLS(SM))
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
TABLE OF CONTENTS*
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Parties..................................................... 1
Recitals.................................................... 1
PART I: CREATION AND AUTHORIZATION OF SERIES OF NOTES....... 1
PART II: SPECIAL PROVISIONS APPLICABLE TO THIS SERIES....... 1
Testimonium Signatures and Seals............................ 2
ANNEX I: FORM OF NOTE
Face of Note.............................................. I-1
Certificate of Authentication............................. I-2
Reverse of Note........................................... I-3
Option to Extend Maturity................................. I-7
Schedule of Exchanges..................................... I-8
Exhibit A to Senior Floating Rate Renewable Note.......... A-1
Face of Note........................................... A-1
Certificate of Authentication.......................... A-2
Reverse of Note........................................ A-3
</TABLE>
---------------
* The Table of Contents is not part of this Supplemental Indenture.
i
<PAGE> 3
SUPPLEMENTAL INDENTURE, dated December 14, 2000, between BELLSOUTH
TELECOMMUNICATIONS, INC., a Georgia corporation (hereinafter sometimes referred
to as the "Company"), and SUNTRUST BANK (formerly SunTrust Bank, Atlanta), a
Georgia banking corporation, with its principal office at 25 Park Place, 24th
Floor, Atlanta, Georgia 30303, attn: Corporate Trust Department, as trustee
(hereinafter sometimes referred to as the "Trustee"),
WITNESSETH THAT:
WHEREAS, the Company and the Trustee have entered into an Indenture (the
"Indenture") dated June 1, 1998 providing for the issuance of debt securities in
series; and
WHEREAS, for its lawful corporate purposes, the Company desires to create
and authorize a series of EXtendible Liquidity Securities(SM) (EXLs(SM))
(hereinafter referred to as the "Notes") in an aggregate principal amount of One
Billion Eight Hundred Million Dollars ($1,800,000,000) and to provide the terms
and conditions upon which the Notes are to be executed, registered,
authenticated, issued and delivered, the Company has duly authorized the
execution and delivery of this Supplemental Indenture; and
WHEREAS, all acts and things necessary to make the Notes, when executed by
the Company and authenticated and delivered by or on behalf of the Trustee as in
this Indenture provided, the valid, binding and legal obligations of the
Company, and to constitute these presents a valid indenture and agreement
according to its terms, have been done and performed;
NOW, THEREFORE, in order to declare the terms and conditions upon which the
Notes are executed, registered, authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of such Notes by
the holders thereof, the Company covenants and agrees with the Trustee, for the
equal and proportionate benefit of the respective holders from time to time of
such Notes, as follows:
PART I
CREATION AND AUTHORIZATION OF NOTES
There is hereby created and authorized the series of Notes entitled the
"EXtendible Liquidity Securities(SM) (EXLs(SM))" in the form set forth in Annex
I, which terms of such Notes are hereby incorporated.
PART II
SPECIAL PROVISIONS APPLICABLE TO THIS SERIES
The following special provisions applicable to this Series are hereby
agreed to:
(a) The Company Certificate Commencement Year referred to in Section 5.04
of the Indenture is 2001.
(b) The Trustee Reporting Date referred to in Section 5.03 of the Indenture
is July 14, 2001 and July 14 in every year thereafter.
(c) The indentures specifically described for the purpose of Section 310(b)
of the Trust Indenture Act of 1939, as amended are:
(i) Indenture between the Company and Trust Company Bank dated as of
May 15, 1995, as supplemented by Supplemental Indenture thereto dated May
15, 1995, pursuant to which were issued the Company's Ten Year 6 1/2% Notes
due June 15, 2005, and as supplemented by Supplemental Indenture thereto
dated May 15, 1995, pursuant to which were issued the Company's Forty Year
7 5/8% Debentures, due May 15, 2035; (ii) Indenture between the Company and
Trust Company Bank dated February 1, 1993, as supplemented by Supplemental
Indenture thereto dated February 1, 1993, pursuant to which were issued the
Company's Twelve Year 7% Notes, due February 1, 2005, and (iii) Indenture
between the Company and SunTrust Bank, Atlanta dated June 1, 1998, as
supplemented by Supplemental
1
<PAGE> 4
Indenture thereto dated June 1, 1998, pursuant to which were issued the
Company's Thirty Year 6 3/8% Debentures, due June 1, 2028, and as
supplemented by Supplemental Indenture thereto dated June 22, 1998,
pursuant to which were issued the Company's 6% Reset Put Securities
(REPS(SM)), due June 15, 2012.
(d) The address of the Company referred to in Section 13.04 of the
Indenture is as follows (until another address is filed by the Company with the
Trustee): Treasurer, BellSouth Telecommunications, Inc., c/o BellSouth
Corporation, 1155 Peachtree Street, Atlanta, Georgia 30309.
(e) The Indenture and each Note shall be governed by and construed in
accordance with the laws of the State of New York, except as otherwise required
by mandatory provisions of law.
IN WITNESS WHEREOF, BellSouth Telecommunications, Inc. has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
affixed hereunto and the same to be attested, and the Trustee has caused this
Supplemental Indenture to be signed and delivered and its corporate seal to be
affixed hereunto and the same to be attested, all as of the day and year first
written above.
BELLSOUTH TELECOMMUNICATIONS, INC.
By: /s/ GARY WALTON
------------------------------------
Gary Walton
Treasurer
[CORPORATE SEAL]
ATTEST:
/s/ LEIGH ANN DOLAN
--------------------------------------
Leigh Ann Dolan
Assistant Secretary
SUNTRUST BANK, AS TRUSTEE
By: /s/ JACK ELLERIN
------------------------------------
Jack Ellerin
Trust Officer
[CORPORATE SEAL]
ATTEST:
/s/ GEORGE HOGAN
--------------------------------------
George Hogan
Vice President
2
<PAGE> 5
[FORM OF NOTE]
[FACE]
[EXAMPLE OF A LEGEND TO BE INSERTED ON GLOBAL SECURITIES: Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration
of transfer, exchange or payment and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
<TABLE>
<S> <C> <C>
No. R- $
CUSIP No. 079867BC0 as modified by
Schedule I
</TABLE>
BELLSOUTH TELECOMMUNICATIONS, INC.
SENIOR FLOATING RATE RENEWABLE NOTES
(EXTENDIBLE LIQUIDITY SECURITIES(SM))
BELLSOUTH TELECOMMUNICATIONS, INC., a Georgia corporation (herein referred
to as the "Company"), for value received, hereby promises to pay to
, or registered assigns, the principal sum specified in Schedule
I hereto on the Initial Maturity Date specified on the reverse hereof, or to the
extent the maturity date of any portion of the principal amount of this Note is
extended in accordance with the procedures set forth on the reverse hereof to an
Extended Maturity Date (as defined on the reverse hereof) on such Extended
Maturity Date, at the office or agency of the Company in The City of New York,
New York, in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, and to pay interest on the principal amount hereof outstanding from time
to time at a floating rate per annum equal to LIBOR (as determined from time to
time in the manner provided on the reverse hereof) plus or minus the Spread (as
defined on the reverse hereof), at said office or agency, in like currency, from
December 14, 2000, or from the most recent Interest Payment Date (as defined on
the reverse hereof) to which interest has been paid or duly provided for,
quarterly (beginning on March 4, 2001) on the fourth day of each March, June,
September and December, until the payment of the principal hereof has been made
or duly provided for. So long as this Note is registered in the name of CEDE &
Co., payments of interest hereon shall be made in immediately available funds;
otherwise payments of interest hereon may be made at the option of the Company
by check mailed to the address of the person entitled thereto at such address as
shall appear on the Note register. The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to on the reverse hereof, be paid to the person in whose name this Note
shall be registered at the close of business on the record date for such
interest, which shall be the fifteenth calendar day immediately preceding the
Interest Payment Date, whether or not such fifteenth calendar day is a Business
Day. If any Interest Payment Date falls on a day that is not a Business Day, the
Company will postpone the Interest Payment Date to the next succeeding Business
Day unless that Business Day is in the next succeeding calendar month, in which
case the Interest Payment Date will be the immediately preceding Business Day.
The final Interest Payment Date for this Note, or any portion of this Note
maturing prior to the Final Maturity Date specified on the reverse hereof, will
be the maturity date and interest for the final interest period will accrue from
and including the Interest Payment Date immediately preceding such maturity date
to but excluding the maturity date. Interest on this Note will be computed on
the basis of a 360 day year for the actual number of days elapsed.
Reference is made to the further provisions of this Note set forth on the
reverse hereof and such further provisions shall for all purposes have the same
effect as though fully set forth in this place.
This Note shall not be valid or become obligatory for any purpose until the
appropriate certificate of authentication hereon shall have been executed by or
on behalf of the Trustee under the Indenture referred to on the reverse hereof.
I-1
<PAGE> 6
IN WITNESS WHEREOF, the BellSouth Telecommunications, Inc. has caused this
Instrument to be signed by its President or one of its Vice Presidents and by
its Treasurers or an Assistant Treasurer, each by a facsimile of his signature,
and has caused a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
Dated: December 14, 2000
[CORPORATE SEAL]
BELLSOUTH TELECOMMUNICATIONS, INC.
By:
------------------------------------
By:
------------------------------------
<TABLE>
<S> <C>
[FORM OF CERTIFICATE OF AUTHENTICATION] [FORM OF ALTERNATE CERTIFICATE OF
AUTHENTICATION]
This is one of the Securities described This is one of the Securities described in
in the within-mentioned Indenture. the within-mentioned Indenture.
Dated: --------------------- Dated: December 14, 2000
SUNTRUST BANK, SUNTRUST BANK,
as Trustee as Trustee
By By THE BANK OF NEW YORK,
Authorized as Authenticating
Signature Agent,
By
Authorized
Signature
</TABLE>
Agency for Transfer, Exchange and Payment: The Bank of New York
I-2
<PAGE> 7
[FORM OF NOTE]
[REVERSE]
BELLSOUTH TELECOMMUNICATIONS, INC.
SENIOR FLOATING RATE RENEWABLE NOTES
(EXTENDIBLE LIQUIDITY SECURITIES(SM))
This Note is one of a duly authorized issue of Securities of the Company
issued and to be issued in one or more series under an Indenture dated as of
June 1, 1998 (as supplemented from time to time, the "Indenture") between the
Company and SunTrust Bank, formerly SunTrust Bank, Atlanta (the "Trustee," which
term includes any additional successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Company, the Trustee and the holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered (the
words "holders" and "holder" meaning the registered holders or holder of the
Notes). Capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Indenture. This is one of the Notes
representing the series created by the Supplemental Indenture, dated December
14, 2000 to the Indenture and designated as the EXtendible Liquidity
Securities(SM) (EXLs(SM)) (the "Notes"). The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939.
The following definitions shall be applicable to the Notes:
"Authenticating Agent" shall mean The Bank of New York, or any successor
thereto.
"Business Day" shall mean any day except a Saturday, Sunday or a legal
holiday in The City of New York on which banking institutions are authorized or
required by law, regulation or executive order to close; provided that the day
is also a London Business Day.
"Calculation Agent" shall mean The Bank of New York, or any successor
thereto.
"Election Date" shall mean the fourth calendar day of each March, June,
September and December, from March 2001 to December 2004, inclusive.
"Election Period" shall mean, with respect to any Election Date, the period
beginning on the fifth Business Day preceding such Election Date to, and
including such Election Date, however, if that Election Date is not a Business
Day, the Election Period will be extended to the following Business Day;
provided that the holder of the Note must deliver its duly completed "Option to
Extend Maturity" on or prior to 5:00 p.m. on the last Business Day in the
Election Period.
"Elections Agent" shall mean The Bank of New York, or any successor
thereto.
"Extended Maturity Date" shall mean the Maturity Extension Date occurring
in the month thirteen months after the most recent Election Date on which the
maturity of the Note has been extended pursuant to the provisions set forth
herein.
"Final Maturity Date" shall mean January 4, 2006, or if such day is not a
Business Day, the immediately preceding Business Day.
"Initial Maturity Date" shall mean January 4, 2002, or if such day is not a
Business Day, the immediately preceding Business Day.
"Interest Payment Date" shall mean the fourth day of each March, June,
September and December, beginning on March 4, 2001. The final Interest Payment
Date for this Note, or any portion of this Note maturing prior to the Final
Maturity Date, shall be the maturity date and interest for the final interest
period will accrue from and including the Interest Payment Date immediately
preceding such maturity date to but excluding the maturity date.
I-3
<PAGE> 8
"London Business Day" shall mean any day on which dealings in United States
dollars are transacted in the London interbank market.
"Maturity Extension Date" shall mean the fourth calendar day of any month
to which the maturity of the Note has been extended pursuant to the provisions
set forth herein, or if such day is not a Business Day, the immediately
preceding Business Day.
"Note Registrar" shall mean The Bank of New York, or any successor thereto.
"Paying Agent" shall mean The Bank of New York, or any successor thereto.
On any Election Date, if the option to extend the maturity of this Note is
exercised, the maturity of this Note, or of any portion of this Note having a
principal amount of $1,000 or any larger amount that is a multiple of $1,000 in
excess thereof for which such option has been exercised, shall be extended to
the Maturity Extension Date occurring in the month thirteen months following
such Election Date. In order to exercise the option to extend the maturity of
all, or any portion of the principal amount of this Note, the holder of this
Note must deliver to the Elections Agent during the relevant Election Period (i)
the form entitled "Option to Extend Maturity" included below duly completed and,
in the event of an election to extend the maturity of only a portion of the
principal amount of this Note, this Note or (ii) a facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States of America setting forth (A) the name of the holder of this
Note, (B) the principal amount hereof, (C) the certificate number of this Note
or a description of this Note's tenor or terms, (D) a statement that the option
to elect extension maturity is being exercised thereby, (E) the principal amount
hereof with respect to which such option is being exercised and (F) a guarantee
that the form entitled "Option to Extend Maturity" included below (duly
completed and, in the event of an election to extend the maturity of only a
portion of the principal amount of this Note, this Note) will be received by the
Elections Agent no later than five Business Days after the date of such
facsimile transmission or letter; provided that such facsimile transmission or
letter shall not be effective unless this Note (if required to be surrendered as
aforesaid) and such form duly completed are received by the Elections Agent by
such fifth Business Day. Such option may be exercised by the holder for less
than the entire principal amount hereof provided that the principal amount for
which such option is not exercised is at least $1,000 or any larger amount that
is an integral multiple of $1,000.
If the option to extend the maturity of any portion hereof is not duly
exercised within the Election Period for any such Election Date, a new Note or
Notes in the form attached hereto as Exhibit A (each, a "Short-Term Note") for
all or that portion of the principal amount hereof as to which such option to
extend has not been made and having as its or their "Maturity Date" (as such
term is used in each such Short-Term Note) the Maturity Extension Date occurring
in the month ten months after such Election Date shall be issued on such
Election Date in the name of the holder hereof, subject to delivery of this Note
to the Note Registrar, and Schedule I hereto shall be annotated as of such
Election Date to reflect the corresponding decrease in the principal amount
hereof. The failure to extend the maturity of all or any portion of this Note
will be irrevocable and will be binding upon any subsequent holder of this Note.
The Company, the Elections Agent and the Trustee (upon notice from the
Elections Agent) shall deem this Note cancelled as to any portion of the
principal amount hereof for which a duly completed form entitled "Option to
Extend Maturity" and, if applicable, this Note is not delivered to the Elections
Agent within the applicable Election Period in accordance with the terms of this
Note.
The maturity of this Note will not be extended beyond the Final Maturity
Date.
Interest on this Note will accrue from, and including, December 14, 2000,
to, and excluding, the first Interest Payment Date and then from, and including,
each Interest Payment Date to which interest has been paid or duly provided for
to, but excluding, the next Interest Payment Date or the applicable maturity
date, as the case may be (each an "interest period").
I-4
<PAGE> 9
The Calculation Agent will calculate the interest rate on this Note. The
Calculation Agent will reset the interest rate on each Interest Payment Date,
each of which shall be an "interest reset date." The interest rate for each
interest period will be equal to LIBOR plus or minus the Spread. The Spread for
each interest period will be as follows:
<TABLE>
<CAPTION>
FOR INTEREST RESET DATES OCCURRING SPREAD
---------------------------------- ------
<S> <C>
From December 14, 2000, to but excluding December 4, 2001... Minus 0.02%
From December 4, 2001, to but excluding December 4, 2002.... Plus 0.01%
From December 4, 2002, to but excluding December 4, 2003.... Plus 0.04%
From December 4, 2003, to but excluding December 4, 2004.... Plus 0.06%
From December 4, 2004, to but excluding January 4, 2006..... Plus 0.06%
</TABLE>
The interest rate in effect for the period from December 14, 2000 to but
excluding, March 4, 2001, the initial interest reset date, will be LIBOR, as
determined on December 12, 2000, minus 0.02%. The second London Business Day
preceding an interest reset date will be the "interest determination date" for
that interest reset date. The interest rate in effect on each day that is not an
interest reset date will be the interest rate determined as of the interest
determination date pertaining to the immediately preceding interest reset date.
The interest rate in effect on any day that is an interest reset date will be
the interest rate determined as of the interest determination date pertaining to
that interest reset date, except that the interest rate in effect for the period
from and including December 14, 2000 to the first interest reset date will be
the initial interest rate.
The Calculation Agent will determine "LIBOR" in accordance with the
following provisions:
(i) With respect to any interest determination date, LIBOR will be the
rate for deposits in United States dollars having a maturity of three
months commencing on the interest reset date that appears on Telerate Page
3750 as of 11:00 A.M., London time, on that interest determination date;
provided that with respect to the interest determination date for any final
interest reset date, LIBOR will be the rate for deposits in United States
dollars having a maturity of one month commencing on such final reset date.
If no rate appears, LIBOR, in respect to that interest determination date,
will be determined in accordance with the provisions described in (ii)
below.
(ii) With respect to an interest determination date on which no rate
appears on Telerate Page 3750, as specified in (i) above, the Calculation
Agent will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in United States dollars for the period of three
months (or one month in the case of the interest determination date
relating to any final interest reset date), commencing on the interest
reset date, to prime banks in the London interbank market at approximately
11:00 A.M., London time, on that interest determination date and in a
principal amount that is representative for a single transaction in United
States dollars in that market at that time. If at least two quotations are
provided, then LIBOR on that interest determination date will be the
arithmetic mean of those quotations. If fewer than two quotations are
provided, then LIBOR on the interest determination date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in The
City of New York, on the interest determination date by three major banks
in The City of New York selected by the Calculation Agent for loans in
United States dollars to leading European banks, having a three-month
maturity (or one month in the case of the interest determination date
relating to any final interest reset date) and in a principal amount that
is representative for a single transaction in United States dollars in that
market at that time; provided, however, that if the banks selected by the
Calculation Agent are not providing quotations in the manner described by
this sentence, LIBOR determined as of that interest determination date will
be LIBOR in effect on that interest determination date.
"Telerate Page 3750" means the display designated as "Page 3750" on Bridge
Telerate, Inc., or any successor service, for the purpose of displaying the
London interbank rates of major banks for United States dollars.
The Notes are not redeemable prior to maturity and are not entitled to any
sinking fund.
I-5
<PAGE> 10
In case an Event of Default with respect to this series of Notes, as
defined in the Indenture, 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.
Certain obligations of the Company hereunder and under the Indenture may be
defeased with the effects and subject to the conditions set forth therein.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in aggregate principal
amount of the Notes of this series at the time outstanding, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes of this series; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any such Notes, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, without the consent of the holder of each Note so affected, or (ii)
reduce the aforesaid percentage of Notes, the consent of the holders of which is
required for any such supplemental indenture, without the consent of the holders
of all Notes of this series then outstanding. It is also provided in the
Indenture that, under certain circumstances, the holders of a majority in
aggregate principal amount of such Notes at the time outstanding may on behalf
of the holders of all of such Notes waive any past default under the Indenture
and its consequences, except a default in the payment of the principal of (or
premium, if any) or interest on any of such Notes. Any such consent or waiver by
the holder of any Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Note and of any Note issued upon the transfer thereof or in exchange or
substitution therefor, irrespective of whether or not any notation of such
consent or waiver is made upon such Note or such other Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, 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.
The Notes are issuable only as registered Notes without coupon in
denominations of $1,000 or any integral multiple of $1,000. At the office or
agency of the Company referred to on the face hereof and in the manner and
subject to the limitations provided in the Indenture, Notes may be exchanged for
a like aggregate principal amount of Notes of other denominations.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Note Registrar in New York, New York, a new Note or
Notes of this series, of authorized denominations, for a like aggregate
principal amount, will be issued to the transferee as provided in the Indenture.
No service charge shall be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto.
The Company, the Trustee, the Paying Agent and the Note Registrar may deem
and treat the holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon) for the purpose of receiving payment of or on account of the
principal hereof (and premium, if any) and, subject to the provisions on the
face hereof, interest hereon, and for all other purposes, and neither the
Company nor the Trustee nor the Paying Agent nor the Note Registrar shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of (or premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Note shall be deemed to be a contract made under the laws of the State
of New York and for all purposes shall be construed in accordance with the laws
of said State.
I-6
<PAGE> 11
OPTION TO EXTEND MATURITY
The undersigned hereby elects irrevocably to extend the maturity of the
BellSouth Telecommunications, Inc. Senior Floating Rate Renewable Note,
(EXtendible Liquidity Securities(SM)) ("Note"), No. R-
(CUSIP No. 079867BC0) (or the portion thereof specified below) with the effect
provided in said Note by surrendering said Note to The Bank of New York, 101
Barclay Street, 7 East, New York, New York, 10286, Attention: Reorganization
Section, or such other address of which the Company shall from time to time
notify the holders of the Notes in the event of an election to extend the
maturity of only a portion of the principal amount of said Note, together with
this form of "Option to Extend Maturity" duly completed by the holder of said
Note.
If the option to extend the maturity of less than the entire principal
amount of said Note is elected, specify the portion of said Note (which shall be
$1,000 or any multiple of $1,000 in excess thereof) as to which the holder
elects to extend the maturity $ ; and specify the denomination or
denominations (which shall be $1,000 or any multiple of $1,000 in excess
thereof) of the Notes in the form attached to said Note as Exhibit A to be
issued to the holder for the portion of said Note as to which the option to
extend the maturity is not being elected (in the absence of any such
specification one such Note in the form of said Exhibit A will be issued for the
portion as to which the option to extend maturity is not being made)
$ .
<TABLE>
<S> <C>
Dated: ------------------------------ -------------------------------------------------
NOTICE: The signature on this Option to Extend
Maturity must correspond with the name as written
upon the face of the Note in every particular,
without alteration or enlargement or any change
whatever.
</TABLE>
I-7
<PAGE> 12
SCHEDULE I
SCHEDULE OF EXCHANGES
The initial principal amount of this Note is $ . The
following exchanges of a portion of this Note for an interest in a Short-Term
Note have been made:
<TABLE>
<CAPTION>
REDUCED
PRINCIPAL AMOUNT
PRINCIPAL AMOUNT OUTSTANDING NOTATION MADE BY
EXCHANGED FOR FOLLOWING SUCH OR ON BEHALF OF
DATE OF EXCHANGE SHORT-TERM NOTE EXCHANGE THE NOTE REGISTRAR
---------------- ---------------------- ---------------------- ----------------------
<S> <C> <C> <C>
</TABLE>
I-8
<PAGE> 13
EXHIBIT A TO SENIOR FLOATING RATE RENEWABLE NOTE
[FORM OF NOTE]
[FACE]
[EXAMPLE OF A LEGEND TO BE INSERTED ON GLOBAL SECURITIES: Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration
of transfer, exchange or payment and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
<TABLE>
<S> <C> <C>
No. ------------------------- $ ---------------------------
CUSIP No. ----------------
</TABLE>
BELLSOUTH TELECOMMUNICATIONS, INC.
SENIOR FLOATING RATE RENEWABLE NOTES
(EXTENDIBLE LIQUIDITY SECURITIES(SM))
BELLSOUTH TELECOMMUNICATIONS, INC., a Georgia corporation (herein referred
to as the "Company"), for value received, hereby promises to pay to
or registered assigns, the principal amount specified above
on , 200 , at the office or agency of the Company in The City of
New York, New York, in such coin or currency of the United States of America as
at the time of payment shall be legal tender for the payment of public and
private debts, and to pay interest on the principal amount hereof at a floating
rate per annum equal to LIBOR (as determined from time to time in the manner
provided on the reverse hereof) plus or minus the Spread (as defined on the
reverse hereof), at said office or agency, in like currency, from the most
recent Interest Payment Date (as defined on the reverse hereof) to which
interest has been paid or duly provided for on this Note or the Predecessor Note
(as defined on the reverse hereof), quarterly on the fourth day of each March,
June, September and December, until the payment of the principal hereof has been
made or duly provided for. So long as this Note is registered in the name of
CEDE & Co., payments of interest hereon shall be made in immediately available
funds; otherwise payments of interest hereon may be made at the option of the
Company by check mailed to the address of the person entitled thereto at such
address as shall appear on the Note register. The interest so payable on any
Interest Payment Date will, subject to certain exceptions provided in the
Indenture referred to on the reverse hereof, be paid to the person in whose name
this Note shall be registered at the close of business on the record date for
such interest, which shall be the fifteenth calendar day immediately preceding
the Interest Payment Date, whether or not such fifteenth calendar day is a
Business Day. If any Interest Payment Date falls on a day that is not a Business
Day, the Company will postpone the Interest Payment Date to the next succeeding
Business Day unless that Business Day is in the next succeeding calendar month,
in which case the Interest Payment Date will be the immediately preceding
Business Day. The final Interest Payment Date for this Note will be the maturity
date and interest for the final interest period will accrue from and including
the Interest Payment Date immediately preceding such maturity date to but
excluding the maturity date. Interest on this Note will be computed on the basis
of a 360 day year for the actual number of days elapsed.
Reference is made to the further provisions of this Note set forth on the
reverse hereof and such further provisions shall for all purposes have the same
effect as though fully set forth in this place.
This Note shall not be valid or become obligatory for any purpose until the
appropriate certificate of authentication hereon shall have been executed by or
on behalf of the Trustee under the Indenture referred to on the reverse hereof.
A-1
<PAGE> 14
IN WITNESS WHEREOF, the BellSouth Telecommunications, Inc. has caused this
Instrument to be signed by its President or one of its Vice Presidents and by
its Treasurers or an Assistant Treasurer, each by a facsimile of his signature,
and has caused a facsimile of its corporate seal to be affixed hereunto or
imprinted hereon.
Dated
---------------------------------
[CORPORATE SEAL]
BELLSOUTH TELECOMMUNICATIONS, INC.
By:
------------------------------------
By:
------------------------------------
<TABLE>
<S> <C>
[FORM OF CERTIFICATE OF AUTHENTICATION] [FORM OF ALTERNATE CERTIFICATE OF
AUTHENTICATION]
This is one of the Securities described This is one of the Securities described in
in the within-mentioned Indenture. the within-mentioned Indenture.
Dated --------------------- Dated ---------------------
SUNTRUST BANK, SUNTRUST BANK,
as Trustee as Trustee
By By THE BANK OF NEW YORK,
Authorized as Authenticating
Signature Agent,
By
Authorized
Signature
</TABLE>
Agency for Transfer, Exchange and Payment: The Bank of New York
A-2
<PAGE> 15
[FORM OF NOTE]
[REVERSE]
BELLSOUTH TELECOMMUNICATIONS, INC.
SENIOR FLOATING RATE RENEWABLE NOTES
(EXTENDIBLE LIQUIDITY SECURITIES(SM))
This Note is one of a duly authorized issue of Securities of the Company
issued and to be issued in one or more series under an Indenture dated as of
June 1, 1998 (as supplemented from time to time, the "Indenture") between the
Company and SunTrust Bank, formerly SunTrust Bank, Atlanta (the "Trustee," which
term includes any additional successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitation of rights, duties and immunities
thereunder of the Company, the Trustee and the holders of the Notes and of the
terms upon which the Notes are, and are to be, authenticated and delivered (the
words "holders" and "holder" meaning the registered holders or holder of the
Notes). Capitalized terms used but not defined herein shall have the respective
meanings assigned to them in the Indenture. This is one of the Notes
representing the series created by the Supplemental Indenture, dated December
14, 2000 to the Indenture and designated as the EXtendible Liquidity
Securities(SM) (EXLs(SM)) (the "Notes"). The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939.
This Note has been issued pursuant to the terms of a predecessor Note
originally issued on December 14, 2000 (the "Predecessor Note") and is a
"Short-Term Note" as defined in the Predecessor Note. This Note may not be
exchanged for an interest in the Predecessor Note.
The following definitions shall be applicable to the Notes:
"Authenticating Agent" shall mean The Bank of New York, or any successor
thereto.
"Business Day" shall mean any day except a Saturday, Sunday or a legal
holiday in The City of New York on which banking institutions are authorized or
required by law, regulation or executive order to close; provided that the day
is also a London Business Day.
"Calculation Agent" shall mean The Bank of New York, or any successor
thereto.
"Interest Payment Date" shall mean the fourth day of each March, June,
September and December. The final Interest Payment Date for this Note shall be
the maturity date and interest for the final interest period will accrue from
and including the Interest Payment Date immediately preceding such maturity date
to but excluding the maturity date.
"London Business Day" shall mean any day on which dealings in United States
dollars are transacted in the London interbank market.
"Note Registrar" shall mean The Bank of New York, or any successor thereto.
"Paying Agent" shall mean The Bank of New York, or any successor thereto.
Interest on this Note will accrue from, and including, the most recent
Interest Payment Date to which interest has been paid or duly provided for on
this Note or the Predecessor Note to, and excluding, the next succeeding
Interest Payment Date and then from, and including, each Interest Payment Date
to which interest has been paid or duly provided for to, but excluding, the next
Interest Payment Date or the applicable maturity date, as the case may be (each
an "interest period").
A-3
<PAGE> 16
The Calculation Agent will calculate the interest rate on this Note. The
Calculation Agent will reset the interest rate on each Interest Payment Date,
each of which shall be an "interest reset date." The interest rate for each
interest period will be equal to LIBOR plus or minus the Spread. The Spread for
each interest period will be as follows:
<TABLE>
<CAPTION>
FOR INTEREST RESET DATES OCCURRING SPREAD
---------------------------------- ----------
<S> <C>
From December 14, 2000, to but excluding December 4, 2001... Minus 0.02%
From December 4, 2001, to but excluding December 4, 2002.... Plus 0.01%
From December 4, 2002, to but excluding December 4, 2003.... Plus 0.04%
From December 4, 2003, to but excluding December 4, 2004.... Plus 0.06%
From December 4, 2004, to but excluding January 4, 2006..... Plus 0.06%
</TABLE>
The second London Business Day preceding an interest reset date will be the
"interest determination date" for that interest reset date. The interest rate in
effect on each day that is not an interest reset date will be the interest rate
determined as of the interest determination date pertaining to the immediately
preceding interest reset date. The interest rate in effect on any day that is an
interest reset date will be the interest rate determined as of the interest
determination date pertaining to that interest reset date.
The Calculation Agent will determine "LIBOR" in accordance with the
following provisions:
(i) With respect to any interest determination date, LIBOR will be the
rate for deposits in United States dollars having a maturity of three
months commencing on the interest reset date that appears on Telerate Page
3750 as of 11:00 A.M., London time, on that interest determination date;
provided that with respect to the interest determination date for any final
interest reset date, LIBOR will be the rate for deposits in United States
dollars having a maturity of one month commencing on such final reset date.
If no rate appears, LIBOR, in respect to that interest determination date,
will be determined in accordance with the provisions described in (ii)
below.
(ii) With respect to an interest determination date on which no rate
appears on Telerate Page 3750, as specified in (i) above, the Calculation
Agent will request the principal London offices of each of four major
reference banks in the London interbank market, as selected by the
Calculation Agent, to provide the Calculation Agent with its offered
quotation for deposits in United States dollars for the period of three
months (or one month in the case of the interest determination date
relating to any final interest reset date), commencing on the interest
reset date, to prime banks in the London interbank market at approximately
11:00 A.M., London time, on that interest determination date and in a
principal amount that is representative for a single transaction in United
States dollars in that market at that time. If at least two quotations are
provided, then LIBOR on that interest determination date will be the
arithmetic mean of those quotations. If fewer than two quotations are
provided, then LIBOR on the interest determination date will be the
arithmetic mean of the rates quoted at approximately 11:00 A.M., in The
City of New York, on the interest determination date by three major banks
in The City of New York selected by the Calculation Agent for loans in
United States dollars to leading European banks, having a three-month
maturity (or one month in the case of the interest determination date
relating to any final interest reset date) and in a principal amount that
is representative for a single transaction in United States dollars in that
market at that time; provided, however, that if the banks selected by the
Calculation Agent are not providing quotations in the manner described by
this sentence, LIBOR determined as of that interest determination date will
be LIBOR in effect on that interest determination date.
"Telerate Page 3750" means the display designated as "Page 3750" on Bridge
Telerate, Inc., or any successor service, for the purpose of displaying the
London interbank rates of major banks for United States dollars.
The Notes are not redeemable prior to maturity and are not entitled to any
sinking fund.
In case an Event of Default with respect to this series of Notes, as
defined in the Indenture, 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.
A-4
<PAGE> 17
Certain obligations of the Company hereunder and under the Indenture may be
defeased with the effects and subject to the conditions set forth therein.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than 66 2/3% in aggregate principal
amount of the Notes of this series at the time outstanding, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions to
or changing in any manner or eliminating any of the provisions of the Indenture
or of any supplemental indenture or modifying in any manner the rights of the
holders of the Notes of this series; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any such Notes, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any premium payable upon the redemption
thereof, without the consent of the holder of each Note so affected, or (ii)
reduce the aforesaid percentage of Notes, the consent of the holders of which is
required for any such supplemental indenture, without the consent of the holders
of all Notes of this series then outstanding. It is also provided in the
Indenture that, under certain circumstances, the holders of a majority in
aggregate principal amount of such Notes at the time outstanding may on behalf
of the holders of all of such Notes waive any past default under the Indenture
and its consequences, except a default in the payment of the principal of (or
premium, if any) or interest on any of such Notes. Any such consent or waiver by
the holder of any Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Note and of any Note issued upon the transfer thereof or in exchange or
substitution therefor, irrespective of whether or not any notation of such
consent or waiver is made upon such Note or such other Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, 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.
The Notes are issuable only as registered Notes without coupon in
denominations of $1,000 or any integral multiple of $1,000. At the office or
agency of the Company referred to on the face hereof and in the manner and
subject to the limitations provided in the Indenture, Notes may be exchanged for
a like aggregate principal amount of Notes of other denominations.
Upon due presentment for registration of transfer of this Note at the
office or agency of the Note Registrar in New York, New York, a new Note or
Notes of this series, of authorized denominations, for a like aggregate
principal amount, will be issued to the transferee as provided in the Indenture.
No service charge shall be made for any such transfer, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto.
The Company, the Trustee, the Paying Agent and the Note Registrar may deem
and treat the holder hereof as the absolute owner hereof (whether or not this
Note shall be overdue and notwithstanding any notation of ownership or other
writing hereon) for the purpose of receiving payment of or on account of the
principal hereof (and premium, if any) and, subject to the provisions on the
face hereof, interest hereon, and for all other purposes, and neither the
Company nor the Trustee nor the Paying Agent nor the Note Registrar shall be
affected by any notice to the contrary.
No recourse shall be had for the payment of the principal of (or premium,
if any) or the interest on this Note, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture or any
indenture supplemental thereto, against any incorporator, shareholder, officer
or director, as such, past, present or future, of the Company or of any
successor corporation, either directly or through the Company or any successor
corporation, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
This Note shall be deemed to be a contract made under the laws of the State
of New York and for all purposes shall be construed in accordance with the law
of said State.
---------------------
A-5
