exv4w1



 




Exhibit 4.1


(FACE OF NOTE)



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.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO SBC COMMUNICATIONS INC., 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.




SBC COMMUNICATIONS INC.




Floating Rate Notes due 2008




	 	 	 
	 

	 	CUSIP NO. 78387G AR 4
	 
	 	 
	 

	 	ISIN NO. US78387GAR48
	 
	 	 
	No. R-1

	 	$500,000,000






     SBC Communications Inc., a corporation duly organized and existing under the laws of the State
of Delaware (herein called “SBC”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered
assigns, the principal sum of Five Hundred Million Dollars ($500,000,000) on November 14, 2008 (the
“Maturity Date”), and to pay interest on said principal sum from November 14, 2005 or from the most
recent Interest Payment Date to which interest has been paid or duly provided for, quarterly in
arrears on February 14, May 14, August 14 and November 14 in each year, commencing on February 14,
2006 (each an “Interest Payment Date”) and on the Maturity Date, at an interest rate (“Interest
Rate”) equal to the Applicable LIBOR Rate, reset quarterly, plus 21 basis points (0.21%),
determined as provided herein, until



 









 







the principal hereof is paid or made available for payment. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the close of business on the 15th day preceding the respective Interest Payment Date
(each, a “Regular Record Date”), subject to certain exceptions. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note (or one or more
Predecessor Notes) 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
Notes not less than 15 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 Notes
may be listed, and upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.



     The Interest Rate for each Interest Period for the Notes will be set on February 14, May 14,
August 14 and November 14 of each year, and will be set for the initial Interest Period on November
14, 2005 (each such date an “Interest Rate Reset Date”) until the principal on the Notes is paid or
made available for payment (the “Principal Payment Date”). If any Interest Reset Date (other than
the initial Interest Reset Date occurring on November 14, 2005) and Interest Payment Date for the
Notes would otherwise be a day that is not a LIBOR Business Day, such Interest Reset Date and
Interest Payment Date shall be the next succeeding LIBOR Business Day, unless the next succeeding
LIBOR Business Day is in the next succeeding calendar month, in which case such Interest Reset Date
and Interest Payment Date shall be the immediately preceding LIBOR Business Day.



     “LIBOR Business Day” means any day that is not a Saturday or Sunday and that, in The City of
New York or the City of London, is not a day on which banking institutions are generally authorized
or obligated by law to close. “Interest Period” shall mean the period from and including an
Interest Reset Date to but excluding the next succeeding Interest Reset Date and, in the case of
the last such period, from and including the Interest Reset Date immediately preceding the Maturity
Date or Principal Payment Date, as the case may be, to but not including such Maturity Date or
Principal Payment Date, as the case may be. If the Principal Payment Date or Maturity Date is not a
LIBOR Business Day, then the principal amount of the Notes plus accrued and unpaid interest thereon
shall be paid on the next succeeding Business Day and no interest shall accrue for the Maturity
Date, Principal Payment Date or any day thereafter.



     The “Applicable LIBOR Rate” shall mean the rate determined in accordance with the following
provisions:



     (i) On the second day on which dealings in deposits in U.S. dollars are transacted in the
London interbank market preceding each Interest Reset Date (each such date an “Interest
Determination Date”), The Bank of New York (the “Reference Agent”), as agent for SBC, will
determine the Applicable LIBOR Rate which shall be the rate for deposits in U.S. dollars having a
maturity of three months, which appears on the Telerate Page 3750 as of 11:00 a.m., London



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time, on such Interest Determination Date. “Telerate Page 3750” means the display page so
designed on Moneyline Telerate, Inc. (or such other page as may replace that page on that service
or such other service or services as may be nominated by the British Bankers’ Association for the
purpose of displaying London interbank offered rates for U.S. dollar deposits). If the Applicable
LIBOR Rate on such Interest Determination Date does not appear on the Telerate Page 3750, the
Applicable LIBOR Rate will be determined as described in (ii) below.



     (ii) With respect to an Interest Determination Date for which the Applicable LIBOR Rate does
not appear on the Telerate Page 3750 as specified in (i) above, the Applicable LIBOR Rate will be
determined on the basis of the rates at which deposits in U.S. dollars are offered by four major
banks in the London interbank market selected by the Reference Agent (the “Reference Banks”) at
approximately 11:00 a.m., London time, on such Interest Determination Date to prime banks in the
London interbank market having a maturity of three months, and in a principal amount equal to an
amount of not less than U.S.$1,000,000 that is representative for a single transaction in such
market at such time. The Reference Agent will request the principal London office of each of such
Reference Banks to provide a quotation of its rate. If at least two such quotations are provided,
the Applicable LIBOR Rate on such Interest Determination Date will be the arithmetic mean (rounded
upwards, if necessary, to the nearest one hundred-thousandth of a percentage point, with 5
one-millionths of a percentage point rounded upwards) of such quotations. If fewer than two
quotations are provided, the Applicable LIBOR Rate on such Interest Determination Date will be the
arithmetic mean (rounded upwards, if necessary, to the nearest one hundred-thousandth of a
percentage point, with 5 one-millionths of a percentage point rounded upwards) of the rates quoted
by three major banks in New York City selected by the Reference Agent at approximately 11:00 a.m.,
New York City time, on such Interest Determination Date for loans in U.S. dollars to leading
European banks, having a maturity of three months, and in a principal amount equal to an amount of
not less than U.S.$1,000,000 that is representative for a single transaction in such market at such
time; provided, however, that if the banks in New York City selected as aforesaid by the Reference
Agent are not quoting as mentioned in this sentence, the relevant Interest Rate for the Interest
Period commencing on the Interest Reset Date following such Interest Determination Date will be the
Interest Rate in effect on such Interest Determination Date.



     The amount of interest for each day that the Notes are outstanding (the “Daily Interest
Amount”) will be calculated by dividing the Interest Rate in effect for such day by 360 and
multiplying the result by the principal amount of the Notes. The amount of interest to be paid on
the Notes for any Interest Period will be calculated by adding the Daily Interest Amounts for each
day in such Interest Period.



     The Interest Rate on the Notes will in no event be higher than the maximum rate permitted by
New York law as the same may be modified by United States law of general application.



     The Interest Rate and amount of interest to be paid on the Notes for each Interest Period will
be determined by the Reference Agent. All calculations made by the Reference Agent shall



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in the absence of manifest error be conclusive for all purposes and binding on SBC and the
holders of the Notes. So long as the Applicable LIBOR Rate is required to be determined with
respect to the Notes, there will at all times be a Reference Agent. In the event that any then
acting Reference Agent shall be unable or unwilling to act, or that such Reference Agent shall fail
duly to establish the Applicable LIBOR Rate for any Interest Period, or that SBC proposes to
remove such Reference Agent, SBC shall appoint itself or another person which is a bank, trust
company, investment banking firm or other financial institution to act as the Reference Agent.



     Any money that SBC deposits with the Trustee or any Paying Agent for the payment of principal
or any interest on this Note that remains unclaimed for two years after the date upon which the
principal and interest are due and payable, will be repaid to SBC upon SBC’s request unless
otherwise required by mandatory provisions of any applicable unclaimed property law. After that
time, unless otherwise required by mandatory provisions of any unclaimed property law, the Holder
of this Note will be able to seek any payment to which such Holder may be entitled to collect only
from SBC.



     If the Notes are issued in definitive form, payment of the principal 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
of The Bank of New York, the Paying and Transfer Agent and Registrar for the Notes, currently
located at 101 Barclay Street, New York, New York 10286.



     Payment of interest on this Note due on an Interest Payment Date, other than interest at
maturity or upon redemption, may be paid by check mailed to the address of the Holder entitled
thereto as such address shall appear in the Note register. Notwithstanding the foregoing, (1) the
Depository as Holder of the Notes or (2) a Holder of more than U.S. $5,000,000 in aggregate
principal amount of Notes in definitive form is entitled to require the Paying Agent to make
payments of interest, other than interest due at maturity or upon redemption, by wire transfer of
immediately available funds into an account maintained by the Holder in the United States, by
sending appropriate wire transfer instructions as long as the Paying Agent receives the
instructions not less than ten days prior to the applicable Interest Payment Date.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, SBC COMMUNICATIONS INC. has caused this instrument to be signed in its
corporate name, manually or by facsimile, by its duly authorized officers and has caused its
corporate seal to be imprinted hereon.



	 	 	 	 	 
	Dated:  November 14, 2005

[SEAL]	SBC COMMUNICATIONS INC.
	 
	 	By:  	
/s/ Richard G. Lindner 	 
	 	 	Richard G. Lindner 	 
	 	 	Senior Executive Vice President and

Chief Financial Officer 	 
	 
	 	 	 
	 	By:  	
/s/ Jonathan P. Klug 	 
	 	 	Jonathan P. Klug 	 
	 	 	Vice President and Treasurer 	 
	 



Trustee’s Certificate of Authentication




This is one of the Floating Rate Notes

of the series designated herein referred to

in the within-mentioned Indenture.




THE BANK OF NEW YORK, as Trustee




By: Mary
LaGumina         




      Authorized Signatory





 









 





REVERSE OF NOTE




     This Note is one of a duly authorized issue of debt securities of SBC of the series specified
on the face hereof, issued under and pursuant to an Indenture, dated as of November 1, 1994,
between SBC 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, SBC and the
Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and
delivered. The Notes will be issued in fully registered form only and in minimum denominations of
$2,000 and integral multiples of $1,000.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of SBC and the rights of the Holders of the Notes
under the Indenture at any time by SBC and the Trustee with the consent of the Holders of a
majority in principal amount of the Notes at the time outstanding. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount of the Notes at the
time outstanding to waive compliance by SBC 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 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 herefor or in
lieu hereof, whether or not notation of such consent or 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 obligation of SBC, which is 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.



     Registrar and Paying Agent



     SBC shall maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange (“Registrar”) and an office
or agency where Notes may be presented for payment or for exchange (“Paying Agent”). SBC has
initially appointed the Trustee, The Bank of New York, as its Registrar and Paying Agent. SBC may
vary or terminate the appointment of any of its paying or transfer agencies, and may appoint
additional paying or transfer agencies.



     Payment of Additional Amounts



     SBC will, subject to certain exceptions and limitations set forth below, pay as additional
interest on the Notes such additional amounts (“Additional Amounts”) as are necessary so that the
net payment by SBC or a Paying Agent of the principal of and interest on this Note to a person that
is a United States Alien Holder, after deduction for any present or future tax, assessment or
governmental charge of the United States or a political subdivision or taxing authority thereof or
therein, imposed by withholding with respect to the payment, will not be less



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than the amount that would have been payable in respect of the Notes had no withholding or
deduction been required; provided, however, that the foregoing obligation to pay additional amounts
shall not apply:




     (1) to any tax, assessment or governmental charge that is imposed or withheld solely
because the beneficial owner, or a fiduciary, settlor, beneficiary or member of the
beneficial owner if the beneficial owner is an estate, trust or partnership, or a person
holding a power over an estate or trust administered by a fiduciary holder:




     (a) is or was present or engaged in trade or business in the United States or
has or had a permanent establishment in the United States;




     (b) is or was a citizen or resident or is or was treated as a resident of the
United States;




     (c) is or was a foreign or domestic personal holding company, a passive foreign
investment company or a controlled foreign corporation with respect to the United
States or is or was a corporation that has accumulated earnings to avoid United
States federal income tax; or




     (d) is or was a “10-percent shareholder” of SBC;




     (2) to any Holder that is not the sole beneficial owner of the Notes, or a portion
thereof, or that is a fiduciary or partnership, but only to the extent that the beneficial
owner, a beneficiary or settlor with respect to the fiduciary, or a member of the
partnership would not have been entitled to the payment of an additional amount had such
beneficial owner, beneficiary, settlor or member received directly its beneficial or
distributive share of the payment;




     (3) to any tax, assessment or governmental charge that is imposed or withheld solely
because the beneficial owner or any other person failed to comply with certification,
identification or information reporting requirements concerning the nationality, residence,
identity or connection with the United States of the Holder or beneficial owner of the
Notes, if compliance is required by statute, by regulation of the United States Treasury
Department or by an applicable income tax treaty to which the United States is a party as a
precondition to exemption from such tax, assessment or other governmental charge;




     (4) to any tax, assessment or governmental charge that is imposed other than by
deduction or withholding by SBC or a Paying Agent from the payment;




     (5) to any tax, assessment or governmental charge that is imposed or withheld solely
because of a change in law, regulation, or administrative or judicial interpretation that
becomes effective after the day on which the payment becomes due or is duly provided for,
whichever occurs later;



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     (6) to an estate, inheritance, gift, sales, excise, transfer, wealth or personal
property tax or any similar tax, assessment or governmental charge;




     (7) to any tax, assessment or other governmental charge any paying agent (which term
may include us) must withhold from any payment of principal of or interest on any note, if
such payment can be made without such withholding by any other paying agent; or




     (8) in the case of any combination of the above items.


Except as specifically provided herein, SBC shall not be required to make any payment with respect
to any tax, assessment or governmental charge imposed by any government or a political subdivision
or taxing authority thereof or therein.




     “United States Alien Holder” means (a) a nonresident alien individual, (b) a foreign
corporation, (c) a foreign partnership or (d) an estate or trust that in either case is not subject
to United States federal income tax on a net income basis or income or gain from a Note.



     Redemption Upon a Tax Event



     If (a) SBC becomes or will become obligated to pay Additional Amounts as a result of any
change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the
United States (or any political subdivision or taxing authority thereof or therein), or any change
in, or amendment to, any official position regarding the application or interpretation of such
laws, regulations or rulings, which change or amendment is announced or becomes effective on or
after November 8, 2005, or (b) a taxing authority of the United States takes an action on or after
November 8, 2005, whether or not with respect to SBC or any of its affiliates, that results in a
substantial probability that SBC will or may be required to pay such Additional Amounts, then SBC
may, at its option, redeem, as a whole, but not in part, the Notes on any interest payment date on
not less than 30 nor more than 60 calendar days’ prior notice, at a redemption price equal to 100%
of their principal amount, together with interest accrued thereon to the date fixed for redemption.
However, SBC may determine, in its business judgment, that the obligation to pay these Additional
Amounts cannot be avoided by the use of reasonable measures available to it, not including
substitution of the obligor under the Notes. No redemption pursuant to (b) above may be made
unless SBC shall have received an opinion of independent counsel to the effect that an act taken by
a taxing authority of the United States results in a substantial probability that SBC will or may
be required to pay the Additional Amounts and SBC shall have delivered to the Trustee a
certificate, signed by a duly authorized officer stating, that based on such opinion, SBC is
entitled to redeem the Notes pursuant to their terms.



     Further Issues



     SBC reserves the right from time to time, without notice to or the consent of the Holders of
the Notes, to create and issue further notes ranking equally and ratably with the Notes in all
respects, or in all respects except for the payment of interest accruing prior to the issue date or



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except for the first payment of interest following the issue date of those further notes. Any
further notes will have the same terms as to status, redemption or otherwise as the Notes. Any
further notes shall be issued pursuant to a resolution of the board of directors of SBC, a
supplement to the Indenture, or under an officers’ certificate pursuant to the Indenture.



     Notes in Definitive Form



     If (1) an Event of Default has occurred with regard to the Notes represented by this Note and
has not been cured or waived in accordance with the Indenture, or (2) the Depository is at any time
unwilling or unable to continue as depository and a successor depository is not appointed by SBC
within 90 days, SBC may issue notes in definitive form in exchange for this Note. In either
instance, an owner of a beneficial interest in the Notes will be entitled to the physical delivery
in definitive form in exchange for this Note, equal in principal amount to such beneficial interest
and to have such Notes registered in its name.



     Notes so issued in definitive form will be issued as registered notes in minimum denominations
of $2,000 and integral multiples of $1,000, unless otherwise specified by SBC.



     Notes so issued in definitive form may be transferred by presentation for registration to the
Registrar at its New York office and must be duly endorsed by the Holder or the Holder’s attorney
duly authorized in writing, or accompanied by a written instrument or instruments of transfer in
form satisfactory to SBC or the Trustee duly executed by the Holder or his attorney duly authorized
in writing.



     SBC may require payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any exchange or registration of transfer of definitive Notes.



     Default



     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.



     Miscellaneous



     For purposes of the Notes, a Business Day means a Business Day in The City of New York and
London.



     No director, officer, employee or stockholder, as such, of SBC shall have any liability for
any obligations of SBC 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.



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     The Notes are the unsecured and unsubordinated obligations of SBC and will rank pari passu
with all other evidences of indebtedness issued in accordance with the Indenture.



     Notices to Holders of the Notes will be published in authorized newspapers in The City of New
York and in London. SBC is deemed to have given the notice on the date of each publication or, if
published more than once, on the date of the first publication.



     Prior to due presentment of this Note for registration of transfer, SBC, the Trustee and any
agent of SBC or the Trustee may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note be overdue, and neither SBC, the Trustee nor any
such agent shall be affected by notice to the contrary.



     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.




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