EXHIBIT 4(a)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR ONE OR MORE NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (THE
"DEPOSITARY"), TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OF
ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND UNLESS ANY NOTE ISSUED UPON SUCH TRANSFER OR EXCHANGE IS REGISTERED
IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY AND ANY SUCH PAYMENT IS MADE TO CEDE & CO., 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.
REGISTERED REGISTERED
No. SR-FXR CURRENCY/PRINCIPAL AMOUNT
CUSIP No.
MCI COMMUNICATIONS CORPORATION
SENIOR MEDIUM-TERM NOTE
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
INITIAL REDEMPTION DATE: INITIAL REDEMPTION ANNUAL REDEMPTION
PERCENTAGE: PERCENTAGE REDUCTION:
REPAYMENT DATE(S): INTEREST PAYMENT DATE: REGULAR RECORD DATE:
o SEE ADDENDUM FOR ADDITIONAL OR OTHER PROVISIONS
-1-
MCI COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"),
for value received, hereby promises to pay to
, or registered assigns, the principal sum of
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon at the
Interest Rate per annum specified above, semiannually on June 1 and December 1,
unless otherwise specified above (each an "Interest Payment Date") in each year
commencing on the first Interest Payment Date next succeeding the Original Issue
Date specified above, unless the Original Issue Date occurs between a Regular
Record Date (as defined below) and the next succeeding Interest Payment Date, in
which case commencing on the second Interest Payment Date succeeding the
Original Issue Date, to the Holder of this Note as of the close of business on
the Regular Record Date with respect to such Interest Payment Date, and on the
Stated Maturity Date (or any earlier date of redemption or repayment) (the
Stated Maturity Date or date of earlier redemption or repayment is referred to
herein as the "Maturity Date" with respect to the principal repayable on such
date), until the principal hereof and premium, if any, hereon is paid or duly
made available for payment. Interest payable on this Note on any Interest
Payment Date or the Maturity Date will include interest accrued from and
including the most recent Interest Payment Date to which interest has been paid
or duly made available for payment or, if no interest has been paid or duly made
available for payment, from the Original Issue Date to but excluding such
Interest Payment Date or Maturity Date, as the case may be. If the Maturity Date
or an Interest Payment Date falls on a day which is not a Business Day (as
defined below), the required payment of principal, premium, if any, and/or
interest due on the Maturity Date or Interest Payment Date will be paid on the
next succeeding Business Day with the same force and effect as if made on the
Maturity Date or Interest Payment Date, as the case may be, and no interest on
such payment shall accrue for the period from and after the Maturity Date or
Interest Payment Date to the next succeeding Business Day. Interest hereon will
be computed and paid on the basis of a 360-day year of twelve 30-day months. The
interest so payable, and punctually paid or duly made available for payment, on
any Interest Payment Date will, subject to certain exceptions, be paid to the
Holder in whose name this Note (or one or more predecessor Senior Medium-Term
Notes, as defined on the reverse hereof) is registered as of the close of
business on the "Regular Record Date" for such interest, which shall be the May
15 or November 15 immediately preceding the June 1 or December 1 Interest
Payment Date, unless otherwise specified above (whether or not a Business Day);
provided, however, that interest payable on the Maturity Date will be payable to
the person to whom the principal hereof shall be payable. As used herein,
"Business Day" means any day, other than a Saturday or Sunday, that is neither a
legal holiday nor a day on which banking institutions are authorized or required
by law or executive order to close in The City of New York.
Payment of the principal of, and premium, if any, and interest on, this
Note on the Maturity Date will be made in immediately available funds against
presentation of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York. Payment of
interest on any Interest Payment Date other than the Maturity Date may be made
at the option of the Company by check mailed to the address of the Holder
entitled thereto at such address as shall appear in the Security Register;
provided, however, that any Holder of $10,000,000 (or the equivalent thereof in
foreign or composite currencies) or more in aggregate principal amount of Senior
Medium-Term Notes (whether having identical or different terms and provisions)
shall be entitled to receive payments of interest (other than interest due on
the Maturity Date) by wire transfer of immediately available funds if
appropriate written wire transfer instructions have been received by the Trustee
under the Senior Indenture, as defined on the reverse hereof, at its corporate
trust office in The City of New York on or prior to the Regular Record Date
immediately preceding 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 under the Senior Indenture, directly or through an Authenticating
Agent, by the manual signature of one of its authorized signatories, this Note
shall not be entitled to any benefit under the Senior Indenture or be valid or
obligatory for any purpose.
-2-
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
Dated: MCI COMMUNICATIONS CORPORATION
By:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities issued under
the within-mentioned Senior Indenture. Vice President
CITIBANK N.A., as Trustee
By:
Attest:
Authorized Signatory Secretary
-3-
This Note is one of a duly authorized series of Senior Securities (the
"Securities") of the Company issued and to be issued under an Indenture dated as
of February 17, 1995, as supplemented by Supplement No. 1, dated as of October
4, 1996 (collectively, called the "Senior Indenture"), between the Company and
Citibank, N.A., as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Senior Indenture), to which Senior Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Company, the Trustee and the Holders of the
Securities and the terms upon which the Securities are, and are to be,
authenticated and delivered. This Note is part of the series of Securities
designated as "Senior Medium-Term Notes".
The Senior Medium-Term Notes will not be subject to any sinking fund.
This Note may be redeemed by the Company on any date on or after the
Initial Redemption Date, if any, specified on the face hereof. If no Initial
Redemption Date is specified on the face hereof, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date, if
any, this Note may be redeemed at any time in whole or from time to time in part
in increments of $1,000 (provided that any remaining principal hereof shall be
at least $1,000) at the option of the Company at the applicable Redemption Price
(as defined below), together with interest thereon payable to the date fixed for
redemption, on notice given not more than 60 nor less than 30 days prior to the
date fixed for redemption. In the event of redemption of this Note in part only,
a new Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
The "Redemption Price" shall initially be the Initial Redemption Percentage
specified on the face hereof of the principal amount of this Note to be redeemed
and shall decline at each anniversary of the Initial Redemption Date, if any,
specified on the face hereof, by the Annual Redemption Percentage Reduction, if
any, specified on the face hereof, of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder hereof on
the Repayment Date(s), if any, specified on the face hereof. If no such date is
specified on the face hereof, this Note may not be so repaid at the option of
the Holder hereof prior to the Stated Maturity Date. On each Repayment Date, if
any, this Note shall be repayable, in whole or in part, in increments of $1,000
(provided that any remaining principal hereof shall be at least $1,000) at the
option of the Holder hereof at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon payable to the Repayment
Date. For this Note to be repaid in whole or in part at the option of the Holder
hereof, this Note must be received not more than 60 nor less than 30 days prior
to the Repayment Date, with the form entitled "Option to Elect Repayment" below
duly executed and completed, by the Trustee at its Corporate Trust Office, or
such other address of which the Trustee shall from time to time notify the
Holders of Senior Medium-Term Notes. Exercise of such repayment option by the
Holder hereof shall be irrevocable.
If an Event of Default with respect to the Senior Medium-Term Notes shall
occur and be continuing, the Trustee or the Holders of not less than 25% in
aggregate principal amount of the Senior Medium-Term Notes at the time
Outstanding, as defined in the Senior Indenture, may declare the principal of
all the Senior Medium-Term Notes due and payable in the manner and with the
effect provided in the Senior Indenture.
The Senior Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected at any time by the Company and the Trustee with the consent of the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The Senior
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of each series,
to waive compliance by the Company with certain provisions of the Senior
Indenture and certain past defaults under the Senior 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 Senior Indenture and no provision of this Note
or of the Senior 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 Note at the time, place, and rate, and in the coin or
currency, herein prescribed.
The Senior Medium-Term Notes are issuable only in registered form without
coupons in denominations of $1,000 or integral multiples thereof.
As provided in the Senior Indenture, and subject to certain limitations
herein and therein set forth, the transfer of this Note may be registered on the
Security Register of the Company upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and this Note duly executed by, the
Holder hereof or by his attorney duly authorized in writing and thereupon one or
more new Senior Medium-Term Notes, in authorized denominations, having the same
rank, tenor and terms and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Senior Indenture, and subject to certain limitations
herein and therein set forth, the Senior Medium-Term Notes are exchangeable for
a like aggregate principal amount of Senior Medium-Term Notes of the same rank,
tenor and terms in authorized denominations, as requested by the Holder
surrendering the same.
No service charge will be made for 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.
-4-
Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and the Company, the Trustee and
any such agent shall not be affected by notice to the contrary.
The Senior Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State.
All capitalized terms used in this Note and not otherwise defined or
specified herein shall have the meanings assigned to them in the Senior
Indenture.
-5-
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
UNIF GIFT MIN ACT-_______________________________ Custodian _________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
---------------------------------
(State)
TEN COM-as tenants in common
TEN ENT-as tenants by the entireties
JT TEN-as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used though not in the
ab__________________________
-6-
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfers)
unto
Please Insert Social Security or Other Identifying Number of Assignee:
-----------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE:
the within Note and all rights hereunder, hereby irrevocably constituting and
appointing ________________________ attorney to transfer said Note on the books
of the Company, with full power of substitution in the premises.
Dated: __________________________
NOTICE: The
signature to this
assignment must
correspond with
the name as
written upon the
face of this Note
in every
particular,
without alteration
or enlargement or
any change
whatever.
-7-
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion hereof specified below) pursuant to its terms at
a price equal to the principal amount hereof, together with interest to the date
of repayment, to
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(Please print or typewrite name and address of the undersigned)
For this Note to be repaid the Trustee must receive at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇, Corporate Trust Services, 5th Floor, or at such other place or
places of which the Trustee shall from time to time notify the Holder of this
Note, not more than 60 nor less than 30 days prior to a Repayment Date (or, if
either such day is not a Business Day, the next succeeding Business Day), if
any, shown on the face of this Note, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be an increment of $1,000) which the
Holder elects to have repaid: $__________, and specify the denomination or
denominations (which shall be $1,000 or an integral multiple thereof) of the
Senior Medium-Term Notes to be issued to the Holder for the portion of this Note
not being repaid (in the absence of any such specification, one such Note will
be issued for the portion not being repaid): $
Dated:________________
------------------------------------------
NOTICE: The signature on
this Option to Elect
Repayment must correspond
with the name as written
upon the face of this Note
in every particular,
without alteration or
enlargement or any change
whatever.
-8-
