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Exhibit 4B
[FACE]
THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF
CEDE & CO., A NOMINEE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(55 WATER STREET, NEW YORK, NEW YORK 10041-0099) ("DTC"). UNLESS THIS GLOBAL
SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REGISTERED BY AN AUTHORIZED REPRESENTATIVE OF DTC,
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED IN WHOLE OR IN PART
FOR CERTIFICATED SECURITIES, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT
AS A WHOLE (X) BY DTC TO A NOMINEE OF DTC, (Y) BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC, OR (Z) BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC
OR A NOMINEE OF SUCH SUCCESSOR OF DTC.
CUSIP NO. 171875 AD 9 $150,000,000
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NO. R-1
CINCINNATI BELL TELEPHONE COMPANY
$150,000,000
GUARANTEED 6.30% DEBENTURE DUE 2028
GUARANTEED ON A SUBORDINATED BASIS BY
CINCINNATI BELL INC.
CINCINNATI BELL TELEPHONE COMPANY, an Ohio corporation (the "Company,"
which term includes any successor corporation under the Indenture referred to
below), for value received, hereby promises to pay to CEDE & CO., as the nominee
of The Depositary Trust Company ("DTC"), or registered assigns, the principal
sum of ONE HUNDRED FIFTY MILLION DOLLARS ($150,000,000) on December 1, 2028, and
to pay interest thereon semiannually in arrears on each June 1 and December 1
(each, an "Interest Payment Date"), commencing on June 1, 1999, and at maturity,
from November 30, 1998 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, at the rate of 6.30% per annum,
until the principal hereof becomes due and payable, and at such rate on any
overdue principal and (to the extent that the payment of such interest shall be
legally enforceable) on any overdue installment of interest.
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The interest payable hereunder, and punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name this
Debenture is registered at the close of business on the regular record date for
such interest, which shall be the May 15 or November 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date. If
and to the extent the Company shall default in the payment of the interest due,
if any, on such Interest Payment Date, such defaulted interest shall be paid to
the Persons in whose names the Debentures are registered at the close of
business on a special record date established for such payment by notice by or
on behalf of the Company to the Holders of the Securities not less than fifteen
days prior to such special record date, such special record date to be not less
than five days preceding the date of payment of such defaulted interest, all as
more fully provided in the Indenture.
Interest shall be computed on the basis of a 360-day year consisting of
twelve 30-day months. Each payment of interest in respect of an Interest Payment
Date shall include interest accrued through the day prior to such Interest
Payment Date. If an Interest Payment Date shall not be a Business Day, then
payment of interest need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Interest Payment Date, and no interest shall accrue for the period after such
date. "Business Day" with respect to the Debentures means a day that is neither
a legal holiday nor a day on which banking institutions are authorized by law to
close in New York, New York.
Payment of the principal of (and premium, if any) and interest on this
Debenture shall be made at the office or agency of the Company in the Borough of
Manhattan, The City of New York, State of New York. Payment of the principal of
(and premium, if any) and interest on this Debenture shall be payable in
immediately available funds; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the address of the person
entitled thereto at such address as it shall appear on the Debenture register.
Holders of over $5 million in principal amount of Debentures have the option of
receiving payment by wire by notifying the Paying Agent one business day prior
to the payment date. Payment of the principal of (and premium, if any) and
interest on this Debenture shall be made 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. Interest payable on any Interest Payment
Date will be paid to DTC with respect to the portion of this Debenture held for
its account by CEDE & CO. for the purpose of permitting such party to credit the
interest received by it in respect of this Debenture to the accounts of the
beneficial owners hereof.
Reference is hereby made to the further provisions of this Debenture
set forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Debenture 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.
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IN WITNESS WHEREOF, Cincinnati Bell Telephone Company has caused this
Instrument to be signed by its duly authorized officers, by a manual or
facsimile of each of their signatures.
CINCINNATI BELL TELEPHONE COMPANY
By /s/ Richard G. Ellenberger
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President
By /s/ Kevin W. Mooney
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Chief Financial Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein and
referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
As Trustee,
By /s/ Mary Jane Schmalze
---------------------------------
Authorized Signatory
Date: November 30, 1998
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[REVERSE]
CINCINNATI BELL TELEPHONE COMPANY
$150,000,000
GUARANTEED 6.30% DEBENTURE DUE 2028
GUARANTEED ON A SUBORDINATED BASIS BY
CINCINNATI BELL INC.
This Debenture is one of a duly authorized issue of unsecured senior
debt securities of the Company known as the Company's Guaranteed 6.30%
Debentures due 2028 (herein called the "Debentures"), issued under an Indenture
dated as of November 30, 1998 (such Indenture as originally executed and
delivered and as hereafter supplemented or amended, together with the Board
Resolution setting forth certain terms of the Debentures adopted on September
18, 1998 and delivered to the Trustee by the Company pursuant to Section 2.07 of
such Indenture, being herein called the "Indenture") from the Company to The
Bank of New York, as trustee (herein called the "Trustee," which term includes
any other successor trustees under the Indenture), to which Indenture, all
indentures supplemental thereto and all Board Resolutions relating thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Guarantor, the
Trustee and the Holders of the Debentures and of the terms upon which the
Debentures are, and are to be, authenticated and delivered. The acceptance of
this Debenture shall be deemed to constitute the consent and agreement of the
Holders hereof to all of the terms and provisions of the Indenture. All
capitalized terms used in this Debenture which are not defined herein shall have
the meaning assigned to them in the Indenture.
This Debenture shall be redeemable, as a whole or in part, at the
option of the Company, at any time or from time to time, at a redemption price
(the "Redemption Price") equal to the greater of (i) 100% of the principal
amount hereof and (ii) the sum of the present values of the Remaining Scheduled
Payments discounted to the Redemption Date on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus
twenty basis points, plus, in the case of each of (i) and (ii), accrued interest
thereon to the Redemption Date. Notice of redemption shall be given by mail to
Debenture holders, not less than 30 days nor more than 60 days prior to the
Redemption Date, all as provided in the Indenture. On or prior to the Redemption
Date, the Company shall deposit with the Trustee or with a paying agent, if one
is so appointed in a manner not inconsistent with the Indenture, an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, the Debentures to
be redeemed on such date. In the event of redemption of this Debenture in part
only, a new Debenture or Debentures, of like tenor, for the unredeemed portion
hereof will be issued in the name of the holder hereof upon the surrender
hereof. Subject to the terms of the Indenture, on and after the Redemption Date,
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interest will cease to accrue on this Debenture (or any portion thereof) if so
called for redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by the Independent Investment Banker as having a maturity comparable to
the remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities with respect to comparable
maturity to the remaining term of the Debentures.
"Comparable Treasury Price" means, with respect to any Redemption Date,
the average of three Reference Treasury Dealer Quotations obtained by the
Trustee for the Redemption Date.
"Independent Investment Banker" means Salomon Smith Barney Inc., or its
successor.
"Redemption Date," when used with respect to any Debenture to be
redeemed, in whole or in part, means the date fixed for such redemption pursuant
to the Indenture.
"Reference Treasury Dealers" means Salomon Smith Barney Inc. or its
successor (so long as it, or its successor, continues to be a primary U.S.
government securities dealer) and any two other primary U.S. government
securities dealers chosen by the Company. If Salomon Smith Barney Inc. ceases to
be a primary U.S. government securities dealer, the Company shall appoint in its
place another nationally recognized investment banking firm that is a primary
U.S. government securities dealer.
"Reference Treasury Dealer Quotations" means the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by three Reference Treasury Dealers at 3:30 p.m. New York
City time on the third Business Day preceding the Redemption Date.
"Remaining Scheduled Payments" means, with respect to each Debenture to
be redeemed, the remaining scheduled payments of the principal thereof and
interest thereon that would be due after the related Redemption Date but for
such redemption; provided, however, that, if such Redemption Date is not an
Interest Payment Date with respect to such Debenture, the amount of the next
succeeding scheduled interest payment thereon will be reduced by the amount of
interest accrued thereon to such Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity (computed as of
the third Business Day immediately preceding such Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date.
In case an Event of Default, 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.
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The Indenture contains provisions permitting the Company, the Guarantor
and the Trustee, with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Debentures 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 Debentures; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity of any Debentures, 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 Debenture so affected, or
(ii) reduce the aforesaid percentage of Debentures, the consent of the holders
of which is required for any such supplemental indenture, without the consent of
the holders of all Debentures then outstanding. It is also provided in the
Indenture that the holders of a majority in aggregate principal amount of the
Debentures at the time outstanding may on behalf of the holders of all of the
Debentures 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 the Debentures. Any such consent or waiver by the holder of
any Debenture (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of such
Debenture and of any Debenture 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 Debenture or such other Debenture.
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Debenture at the places, at the respective times, at the rate
and in the coin or currency herein prescribed.
The Debentures are issuable as registered Debentures without coupons in
denominations of $1,000 and 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, Debentures may be
exchanged without a service charge for a like aggregate principal amount of
Debentures of other authorized denominations.
The Debentures may be represented by one or more global Debentures
deposited with The Depository Trust Company ("DTC") and registered in the name
of the nominee of DTC, with certain limited exceptions. So long as DTC or any
successor depositary or its nominee is the registered Holder of a global
Debenture, DTC, such depositary or such nominee, as the case may be, will be
considered to be the sole Holder of the Debentures for all purposes of the
Indenture. Except as provided below, an owner of a beneficial interest in a
global Debenture will not be entitled to have Debentures represented by such
global Debenture registered in such owner's name, will not receive or be
entitled to receive physical delivery of the Debentures in certificated form and
will not be considered the owner or Holder thereof under the Indenture. Each
person owning a beneficial interest in a global Debenture must rely on DTC's
procedures and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a Holder under the Indenture. If the Company requests any action of Holders
or if an owner of a beneficial interest in a global Debenture desires to take
any action that a Holder is entitled to take under the Indenture, DTC will
authorize the participants
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holding the relevant beneficial interests to give or take such action, and such
participants will otherwise act upon the instructions of beneficial owners
holding through them.
If at any time DTC notifies the Company that it is unwilling or unable
to continue as depositary for the global Debenture or Debentures or if at any
time DTC ceases to be a clearing agency registered under the Securities Exchange
Act of 1934, as amended, if so required by applicable law or regulation, the
Company shall appoint a successor depositary with respect to such global
Debenture or Debentures. If a successor depositary for such global Debenture or
Debentures is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such unwillingness, inability or
ineligibility or the Company, in its sole discretion, determines at any time
that all Outstanding Debentures (but not less than all) issued or issuable in
the form of one or more global Debentures shall no longer be represented by such
global Debentures, then the Company shall execute, and the Trustee shall
authenticate and deliver, definitive Debentures of like series, rank, tenor and
terms in definitive form in an aggregate principal amount equal to the principal
amount of such global Debenture or Debentures. If any beneficial owner of an
interest in a permanent global Debenture is otherwise entitled to exchange such
interest for Debentures of such series and of like tenor and principal amount of
another authorized form and denomination, as contemplated by the Indenture and
provided that any applicable notice provided in the permanent global Debenture
shall have been given, then without unnecessary delay, the Company shall
execute, and the Trustee shall authenticate and deliver, definitive Debentures
in aggregate principal amount equal to the principal amount of such beneficial
owner's interest in such permanent global Debenture.
Upon the exchange of a Debenture in global form for Debentures in
certificated form, such Debenture in global form shall be canceled by the
Trustee. Debentures in certificated form issued in exchange for a Debenture in
global form shall be registered in such names and in such authorized
denominations as the depositary for such Debenture in global form, pursuant to
instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Debentures to the Persons
in whose names such Debentures are so registered.
None of the Company, the Trustee, any paying agent or the security
registrar will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests in this Debenture in global form or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee, or any agent of the Company or the Trustee, from giving effect to any
written certification, proxy or other authorization furnished by any depositary,
as a Holder, with respect to this Debenture in global form or impair, as between
such depositary and owners of beneficial interests in such global Debenture, the
operation of customary practices governing the exercise of the rights of such
depositary (or its nominee) as Holder of such global Debenture.
Upon due presentment for registration of transfer of this Debenture at
the above-mentioned office or agency of the Company, a new Debenture or
Debentures, 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
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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 Guarantor, the Trustee, the authenticating agent, any
paying agent and any Debenture registrar may deem and treat the holder hereof as
the absolute owner hereof (whether or not this Debenture 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 authenticating agent nor any paying agent nor any Debenture 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 Debenture 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 (other than the Guarantor, to the extent of its obligations under
the Guarantee endorsed hereon), officer, director or employee, as such, past,
present or future, of the Company or of the Guarantor or of any successor
corporation, either directly or through the Company or the Guarantor 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 Debenture shall be deemed a contract made under the laws of the
State of New York and for all purposes shall be governed by and construed in
accordance with the laws of said State.
FOR VALUE RECEIVED, Cincinnati Bell Inc., a corporation duly organized
and existing under the laws of the State of Ohio (herein called the
"Guarantor"), hereby guarantees to the holder of the Debenture upon which this
Guarantee is endorsed the payment of the principal of (and premium, if any) and
interest on said Debenture (including the costs and expenses of collection), in
accordance with the terms thereof and of the Indenture referred to therein. In
the event of any assignment of said Debenture, the Guarantor shall have all
defenses against the assignee which the Company or the Guarantor may have
against the assignor or any prior assignors. The Guarantor hereby covenants that
this Guarantee will not be discharged except by payment in full of the principal
of (and premium, if any) and interest on said Debenture (including the costs and
expenses of collection).
The Guarantor shall be subrogated to all rights of the holder of said
Debenture against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising
out of or based upon, such right of subrogation until the principal of (and
premium, if any) and interest on all Debentures issued under said Indenture held
by others (including the costs and expenses of collection) shall have been paid
in full.
The obligations evidenced by this Guarantee shall be, to the extent and
in the manner provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full of all Senior Indebtedness of the Guarantor
(as defined in the Indenture). Senior
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Indebtedness of the Guarantor does not include (i) the Debentures, (ii) any
obligation of the Guarantor to any direct or indirect subsidiary, (iii) any
accounts payable or other liability to trade creditors arising in the ordinary
course of business (including guarantees thereof or instruments evidencing such
liabilities), (iv) any Indebtedness of the Guarantor (and any accrued and unpaid
interest in respect thereof) that by the express terms of the agreement or
instrument creating, evidencing or governing such Indebtedness is subordinate or
junior in any respect to any other Indebtedness or other obligation of the
Guarantor, (v) that portion of any Indebtedness which at the time of incurrence
is incurred in violation of the Indenture or (vi) any liability for federal,
state, local or other taxes owed or owing by the Guarantor. The Debenture on
which this Guarantee is endorsed is issued subject to the provisions of the
Indenture with respect to such subordination, and each holder of said Debenture,
by accepting the same, agrees to and shall be bound by such provisions of the
Indenture.
This Guarantee shall not be valid or become obligatory for any purpose
until the certificate of authentication on said Debenture shall have been
manually executed by the Trustee under the Indenture referred to in said
Debenture.
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IN WITNESS WHEREOF, Cincinnati Bell Inc. has caused this Guarantee to
be executed in its corporate name by the manual or facsimile signatures of its
President and its Chief Financial Officer, Treasurer or one of its Assistant
Treasurers.
CINCINNATI BELL INC.
By: /s/ John T. LaMacchia
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President
By: /s/ Kevin W. Mooney
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Chief Financial Officer