Exhibit 4-b
FACE OF FIXED RATE NOTE
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to
Southwestern Bell Capital Corporation 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.
REGISTERED SOUTHWESTERN BELL PRINCIPAL
CAPITAL CORPORATION AMOUNT
NO. D- CUSIP
MEDIUM-TERM NOTE, SERIES D
Due From Nine Months To Thirty Years From Date of Issue
ISSUE PRICE: MATURITY DATE:
ORIGINAL ISSUE DATE: TOTAL AMOUNT OF OID:
INTEREST RATE: YIELD TO MATURITY:
SPECIFIED CURRENCY: INITIAL ACCRUAL PERIOD OID:
MINIMUM DENOMINATIONS: INITIAL REDEMPTION DATE:
(Applicable only if Specified
Currency is
other than U.S. dollars)
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.
ADDITIONAL TERMS:
SOUTHWESTERN BELL CAPITAL CORPORATION, a Delaware corporation
(herein called "Capital Corporation") for value received,
hereby promises to pay to _________________________, or
registered assigns, the principal sum of ____________________
on the Maturity Date specified above, and to pay interest on
said principal sum, on ___________________________________ of
each year and on the Maturity Date (each an "Interest Payment
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, unless the date hereof is a date to which
interest has been paid or duly provided for, in which case
from the date of this Note, 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 will be paid to the
person in whose name this Note is registered on the close of
business on the __________________
________, (whether or not a Business Day (as defined
below)) (each, a "Record Date") next preceding such
_________________________________, unless the Original Issue
Date occurs between __________________________, and the next
succeeding Interest Payment Date, in which case to the Person
in whose name the Note shall have been registered on the
Original Issue Date such interest will be paid on the Interest
Payment Date following the next succeeding regular Record
Date; provided, however, 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 of, 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 Capital Corporation
maintained for that purpose in the Borough of Manhattan, The
City of New York, in the Specified Currency. Payment of
interest on this Note due on any other Interest Payment Date
will be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note
Register. Interest (other than interest payable at maturity
and upon redemption) on Notes in global form will be paid 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, Capital Corporation 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 Capital Corporation'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, 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,
as the case may be. Until the Notes are paid or payment
therefor is provided for, Capital Corporation 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 Capital Corporation 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 Capital Corporation'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 Capital Corporation
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 Capital Corporation
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, SOUTHWESTERN BELL CAPITAL CORPORATION has
caused this instrument to be signed in its name by the
facsimile signatures of its President and its Vice President
and Treasurer and has caused a facsimile of its corporate seal
to be imprinted hereon.
DATED: SOUTHWESTERN BELL CAPITAL CORPORATION
BY:____________________________
President
BY:____________________________
Vice President and Treasurer
[SEAL]
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
REVERSE OF FIXED RATE NOTE
SOUTHWESTERN BELL CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES D
This Note is one of a duly authorized issue of notes of
Capital Corporation (the "Securities") of the series specified
on the face hereof (hereinafter called the "Notes") limited in
aggregate principal amount to U.S. $1,000,000,000 (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 February 1, 1987, and supplemented by a
First Supplemental Indenture dated as of October 1, 1990 among
Capital Corporation, Southwestern Bell Corporation ("SBC") and
The Bank of New York, as Trustee (the "Trustee", which term
includes any successor Trustee under the Indenture), to which
indenture and First Supplemental 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, Capital Corporation, 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.
The authorize 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
denominations of Notes denominated in currency or currency
unit (the "Specified Currency") other than U.S. dollars will
be set forth on the respective faces thereof.
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 Capital
Corporation (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 Capital
Corporation's control, Capital Corporation will be entitled to
made 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, Capital Corporation 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 Capital
Corporation 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.
References herein to "U.S. dollars" or to "U.S.$" are to the
currency of the United States of America.
Holders of Notes and the Trustee are entitled to the benefits
of the Support Agreement dated as of November 10, 1986 (the
"Support Agreement") between Capital Corporation and SBC, in
which SBC has agreed to ensure the timely payment of
principal, premium, if any, and interest owed on certain
obligations of Capital Corporation, including the Notes;
however, no Holders of Notes or the Trustee will have recourse
to or against the stock or assets of Southwestern Bell
Telephone Company (the "Telephone Company") or any interest of
Capital Corporation or SBC in the Telephone Company.
This Note may be redeemed prior to its Maturity Date at the
option of Capital Corporation on and after the Initial
Redemption Date specified on the face hereof, as a whole or,
unless otherwise specified on the face hereof, 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 Capital
Corporation, 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 Capital Corporation or
SBC with any provisions of the Indenture, any supplemental
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 Capital Corporation or SBC, which are absolute
and unconditional, to pay the principal of and interest on
this Note (in the case of Capital Corporation) or make
payments in respect thereof under the Support Agreement (in
the case of SBC), 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. Capital Corporation 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. Capital Corporation, SBC, the
Trustee and any agent of Capital Corporation 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
Capital Corporation or SBC shall have any liability for any
obligations of Capital Corporation or SBC under this Note, the
Indenture or the Support Agreement 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 law 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
Please print or typewrite name and address including postal
zip code of assignee
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney
to transfer said Note on the books of Capital Corporation,
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.