Exhibit 4-b
FORM OF FACE OF FIXED RATE NOTE
Registered Principal Amount
$
No. A- PACIFIC BELL 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: Maturity Date:
Original Issue Date: Total Amount of OID:
Interest Rate: Yield to Maturity:
Record Dates: Initial Accrual Period OID:
Interest Payment Dates: Initial Redemption Date:
Specified Currency:
Minimum Denominations: The Optional Redemption Price shall be ___% of
(Applicable only if Specified the principal amount of this Note to be
Currency is other than U.S. redeemed and shall decline at each one year
dollars) 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.
Additional terms: Exchange Rate Agent:
PACIFIC BELL, a California corporation (herein called "the Company"), 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 the Company 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 D 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, the Company or its agent will arrange to convert all 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 the Company'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, the Company 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 the Company 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
the Company'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 the Company
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 the Company 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.
IN WITNESS WHEREOF, PACIFIC BELL has caused this instrument to be signed in its
name by the facsimile signatures of its Vice President and Treasurer and has
caused a facsimile of its corporate seal to be imprinted hereon.
Dated: __________________ PACIFIC BELL
By:_______________________________
Donald E. Kiernan
Vice President
By:_______________________________
Roger W. Wohlert
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
FORM OF REVERSE OF FIXED RATE NOTE
PACIFIC BELL
MEDIUM-TERM NOTE, SERIES A
This Note is one of a duly authorized issue of notes of the Company (the
"Securities") of the series specified on the face hereof (hereinafter called the
"Notes") limited in aggregate principal amount to U.S. $1,750,000,000 (or the
equivalent thereof in one or more currencies or currency units), issued or to be
issued under and pursuant to an indenture, dated as of October 7, 1997, between
the Company 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, the Company 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 the Company (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 the Company's control, the Company 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 is not then available, the
Company 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 date 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).
All currency exchange costs will be borne by the Company 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 the
Company 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.
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 the Company 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 the
Company 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 respective obligations of the Company, which
are 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 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.
The Company 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. The Company, the Trustee and any agent of the Company 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 the Company shall
have any liability for any obligations of the Company 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 the Company, with full power of substitution
in the premises.
Date: ________________________ Signature:________________________________
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.