Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to 360
Communications Company (the "Company") 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.
Unless and until this Security is exchanged in whole or in part for
certificated Securities registered in the names of the various beneficial
holders hereof as then certified to the Company by DTC or a successor
depositary, this Security may not be transferred except as a whole by DTC to a
nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC
or any such nominee to a successor depositary or a nominee of such successor
depositary.
This Security may be exchanged for certificated Securities registered
in the names of the various beneficial owners hereof (as certified to the
Company by DTC or a successor depositary) only if (a) DTC notifies the Company
that is unwilling or unable to continue as depositary for this Security or if at
any time DTC ceases to be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and a successor depositary is not appointed by
the Company within 90 days, (b) the Company executes and delivers to the Trustee
a notice that this Security and all Securities of the series designated below
shall be so transferable, registerable and exchangeable, and such transfers
shall be registerable, or (c) there shall have occurred and be continuing an
Event of Default or an event which, with the giving of notice or lapse of time
or both, would constitute an Event of Default with respect to the Securities
represented by this certificate.
[FACE OF SECURITY]
360 COMMUNICATIONS COMPANY
7.60% Senior Note Due 2009
Principal Amount No.
$ CUSIP 885571 AD 1
360 COMMUNICATIONS COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company," which term
includes any successor corporation under the Indenture referred to on the
reverse hereof), for value received, hereby promises to pay to
, or
registered assigns, the principal sum of
Dollars
on April 1, 2009 (the "Stated Maturity"), and to pay interest thereon from March
17, 1997 or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, payable semiannually in arrears on April 1 and
October 1 in each year (each, an "Interest Payment Date"), commencing on October
1, 1997, and at Maturity, at the rate of 7.60% (the "Interest Rate") per annum,
until the principal hereof is paid or duly provided for. Each payment of
interest in respect of an Interest Payment Date shall include interest accrued
through the day prior such Interest Payment Date. The interest so payable, and
paid or duly provided for, on any Interest Payment Date shall, as provided in
the Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be March 15 or September 15 (whether
or not a Business Day), as the case may be, next preceding such Interest Payment
Date. Interest shall be computed on the basis of a 360-day year consisting of
twelve 30-day months.
Notwithstanding the foregoing, interest payable at Maturity shall be
paid to the Person to whom principal shall be paid. Except as otherwise provided
in the Indenture, any such interest not so paid or duly provided for shall
forthwith cease to be payable to the Holder on the related Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.
To the extent lawful, the Company shall pay interest on (i) any overdue
principal of and premium, if any, on this Security, at the interest rate borne
on this Security, plus 1% per annum, and (ii) Defaulted Interest (without regard
to any applicable grace period), at the same rate. The Company's obligation
pursuant to the previous sentence shall apply whether such overdue amount is due
at the Stated Maturity, as a result of the Company's obligations pursuant to
Section 1001 of the Indenture, or otherwise.
If any Interest Payment Date, any Redemption Date, any Change of
Control Payment Date or the Stated Maturity shall not be a Business Day (as
hereinafter defined), payment of the amount due on this Security on such date
may be made on the next succeeding Business Day; and, if such payment is made or
duly provided for on such Business Day, no interest shall accrue on such amounts
for the period from and after such Interest Payment Date, such Redemption Date,
such Change of Control Payment Date or the Stated Maturity, as the case may be,
to such Business Day.
Payment of the principal of and premium, if any, and interest on this
Security at Maturity shall be made upon presentation hereof at the office or
agency of the Company, one of which will be maintained in The City of New York
(which initially will be the Corporate Trust Office of Citibank, N.A. in New
York, New York) or at such other office or agency permitted under the Indenture
and located in The City of New York. Payment the principal of and premium, if
any, and interest on this Security 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 as
such address shall appear in the Security Register. Payment of the principal of
and premium, if any, and interest, if any, on this Security, as aforesaid, 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.
-2-
[REVERSE OF SECURITY]
360 COMMUNICATIONS COMPANY
7.60% Senior Note Due 2009
This Security is one of a duly authorized issue of unsecured senior
debt securities of the Company (herein called the "Securities"), issued and
issuable in one or more series under an Indenture dated as of March 1, 1997
(such Indenture as originally executed and delivered and as hereafter
supplemented or amended, together with any constituent instruments establishing
the terms of particular Securities, being herein called the "Indenture") from
the Company to Citibank N.A., as trustee (herein called the "Trustee," which
term includes any successor trustees under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. The acceptance of this Security shall be deemed to constitute the
consent and agreement of the Holder hereof to all of the terms and provisions of
the Indenture. This Security is one of the series designated on the face hereof.
All capitalized terms used in this Security which are not defined herein shall
have the meaning assigned to them in the Indenture.
Upon the occurrence of a Change of Control Triggering Event with
respect to the Securities of this series, each Holder of Securities of this
series shall have the right to require the Company to purchase such Holder's
Securities, in whole or in part, in principal amount that is an integral
multiple of $1,000, pursuant to a Change of Control Offer, at a purchase price
in cash equal to 101% of the principal amount thereof on any Change of Control
Payment Date plus accrued and unpaid interest, if any, to the Change of Control
Payment Date.
Within 30 calendar days following any Change of Control Triggering
Event with respect to the Securities of this series, the Company shall send, or
cause to be sent, by first-class mail, postage prepaid, a notice regarding the
Change of Control Offer to the Trustee and each Holder of Securities of this
series. The Holder of this Security may elect to have this Security or a portion
hereof in an authorized denomination purchased by completing the form entitled
"Option of Holder to Elect Purchase" appearing below and tendering this Security
pursuant to the Change of Control Offer. Unless the Company defaults in the
payment of the Change of Control Purchase Price with respect thereto, all
Securities or portions thereof accepted for payment pursuant to the Change of
Control Offer will cease to accrue interest from and after the Change of Control
Payment Date.
This Security shall be redeemable as a whole or in part, at the option
of the Company, at any time at a redemption price equal to the greater of (i)
100% of the principal amount hereof or (ii) the sum of the present values of the
remaining scheduled payments of principal and interest hereon discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 20 basis
points, plus in each case accrued interest hereon to the Redemption Date.
"Treasury Rate" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Composite
Treasury Issue (as defined below), assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
-3-
Comparable Treasury Price (as defined below) for such Redemption Date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker (as defined below) as having a
maturity comparable to the remaining term of the Securities of this series 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
of comparable maturity to the remaining term of the Securities of this series.
"Independent Investment Banker" means one of the Reference Treasury Dealers (as
defined below) appointed by the Company.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and ask prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such Business Day, (A) the average
of the Reference Treasury Dealer Quotations (as defined below) for such
Redemption Date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Company obtains fewer than four such Reference
Dealer Quotations, the average of all such Quotations. "Reference Dealer
Quotations" means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Company, of the bid and ask
prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Company by such Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption
Date.
"Reference Treasury Dealer" means each of Salomon Brothers Inc, J.P.
Morgan Securities Inc. and Lehman Brothers Inc. and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in The City of New York (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.
Notice of redemption shall be given by mail to Holders of Securities,
not less than 30 days nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. As provided in the Indenture,
notice of redemption at the election of the Company as aforesaid may state that
such redemption shall be conditional upon the receipt by the Trustee of money
sufficient to pay the principal of and premium, if any, and interest, if any, on
this Security on or prior to the date fixed for such redemption; a notice of
redemption so conditioned shall be of no force or effect if such money is not so
received and, in such event, the Company shall not be required to redeem this
Security.
In the event of redemption of this Security in part only, a new
Security or Securities of this series, of like tenor, for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of this Security may be declared due and
payable in any manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of not less than a
-4-
majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; provided, however,
that if there shall be Securities of more than one series Outstanding under the
Indenture and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and provided, further,
that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Securities then Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
No reference herein to the Indenture and no provision of this Security
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, if any, on this Security at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
Corporate Trust Office of Citibank, N.A. in The City of New York or other such
office or agency permitted under the Indenture and located in The City of New
York as may be designated by the Company from time to time, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities of
this series of authorized denominations and of like tenor and aggregate
principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only as registered
Securities, without coupons, in denominations of $1,000 and in integral multiple
of $1,000. As provided in the Indenture and subject to certain limitations
therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series, of any authorized
denominations, as requested by the Holder surrendering the same, and of like
tenor upon surrender of the Security or Securities to be exchanged at the
Corporate Trust Office of Citibank, N.A. in The City of New York or other such
office or agency permitted under the Indenture and located in The City of New
York as may be designated by the Company from time to time.
The Company shall not be required to (i) register the transfer of or
exchange Securities of this series during a period of 15 days immediately
preceding the date notice is given identifying the serial numbers of the
Securities of this series called for redemption or (ii) to register the transfer
of or exchange any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part.
-5-
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS
OF LAW PRINCIPLES THEREOF.
As used herein, "Business Day" means any day, other than a Saturday or
Sunday, which is not a day on which banking institutions or trust companies in
the State of New York or the city in which is located any office or agency
maintained for the purpose of principal of or premium, if any, or interest, if
any, on this Security, are authorized or required by law, regulation or
executive order to remain closed.
As provided in the Indenture, no recourse shall be had for the payment
of the principal of or premium, if any, or interest, if any, on any Securities,
or any part thereof, or for any claim based thereon or otherwise in respect
thereof, or of the Indebtedness represented thereby, or upon any obligation,
covenant or agreement under the Indenture, against and no personal liability
whatsoever shall attach to, or be Incurred by, any incorporator, stockholder,
officer or director, as such, past, present or future of the Company or of any
predecessor or successor corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that the
Indenture and all of the Securities are solely corporate obligations and that
any such personal liability is hereby expressly waived and released as a
condition of, and as part of the consideration for, the execution of the
Indenture and the issuance of the Securities.
Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
-6-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
360 COMMUNICATIONS COMPANY
By:
Attested:
By:
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated:
CITIBANK, N.A.,
as Trustee
By:
Authorized Signatory
-7-
ASSIGNMENT
(To be executed by the registered Holder if such Holder desires to transfer this
Security)
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
[please insert social security or other identifying number of assignee]
[please print or type name and address of assignee]
this Security of 360 COMMUNICATIONS COMPANY, together with all right, title and
interest herein, and does hereby irrevocably constitute and appoint , Attorney,
to transfer this Security in the Security Register, with full power of
substitution in the premises.
Dated:
Signature of Holder Signature Guaranteed:
Member of Securities Transfer Agent
Medallion Program
NOTICE: The signature to the foregoing must correspond to the name as written
upon the face of this Security in every particular, without alteration or any
change whatsoever.
-8-
360 COMMUNICATIONS COMPANY
7.60% Senior Notes Due 2009
OPTION OF HOLDER TO ELECT PURCHASE
(check as appropriate)
In connection with the Change of Control Offer made pursuant
to Section 1001 of the Indenture, the undersigned hereby elects to have:
|_| the entire principal amount; or
|_| $ ($1,000 in principal amount or an integral multiple thereof) of
this Security
repurchased by the Company. The undersigned hereby directs the Trustee or Paying
Agent to pay it or an amount in cash equal to 101% of the principal amount
indicated above plus accrued and unpaid interest thereon, if any, to the Change
of Control Payment Date.
Dated:
Signature of Holder Signature Guaranteed:
Member of Securities Transfer Agent
Medallion Program
NOTICE: The signature to the foregoing must correspond to the name as written
upon the face of this Security in every particular, without alteration or any
change whatsoever.