Exhibit 4-d
FORM OF FACE OF GLOBAL FIXED RATE NOTE
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to SBC Communications Capital Corporation,
formerly known as 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.
This Security is a Global Security within the meaning of the
Indenture hereinafter referred to and is registered in the name
of a Depository or a nominee of a Depository. Unless and until
it is exchanged in whole or in part for Securities in definitive
form in accordance with the provisions of the Indenture and the
terms of the Securities, this Global Security may not be
transferred except as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the
Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a
nominee of such successor Depository.
Registered Principal Amount
SBC COMMUNICATIONS $
No. E- CAPITAL CORPORATION
CUSIP
MEDIUM-TERM NOTE, SERIES E
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: 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
Minimum Denominations: Initial Redemption Date by ___% of the principal
(Applicable only if Specified amount to be redeemed until the Optional
Currency is other than U.S. Redemption Price is 100% of such principal
dollars) amount.
Additional terms: Exchange Rate Agent:
SBC COMMUNICATIONS CAPITAL CORPORATION, formerly known as
Southwestern Bell Capital Corporation, a Delaware corporation
(herein called "Capital Corporation"), for value received, hereby
promises to pay to Cede & Co., 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 Capital Corporation 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 E
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 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, 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, SBC COMMUNICATIONS CAPITAL CORPORATION has
caused this instrument to be signed in its name by the facsimile
signatures of its President and its Senior Vice President and
Treasurer and has caused a facsimile of its corporate seal to be
imprinted hereon.
Dated: __________________ SBC COMMUNICATIONS
CAPITAL CORPORATION
By: _____________________________
Donald E. Kiernan
President
By: ______________________________
Roger W. Wohlert
Senior Vice President
and 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
SBC COMMUNICATIONS CAPITAL CORPORATION
MEDIUM-TERM NOTE, SERIES E
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, as supplemented by a First Supplemental
Indenture dated as of October 1, 1990, among Capital Corporation,
SBC Communications Inc., formerly known as 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.
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 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
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, 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.
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 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 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 to 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 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)
_________________________________________________________________
_________________________________________________________________
(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.