EXHIBIT 4g
BOARD OF DIRECTORS
APPROVED January 30, 1998
Whereas, Pacific Telesis Group ("PTG") is the owner of all the
common securities (the "Common Securities") of Pacific Telesis Financing I
("Financing I") and of Pacific Telesis Financing II ("Financing II" and,
together with Financing I, the "trusts"); and
Whereas, Financing I is the issuer of 7.56% Trust Originated
Preferred Securities (the "Financing I Preferred Securities") and Financing II
is the issuer of 8 1/2% Trust Originated Preferred Securities issued by
Financing II (the "Financing II Preferred Securities" and, together with the
Financing I Preferred Securities, the "Preferred Securities" and, the Preferred
Securities together with the Common Securities, the "Trust Securities"); and
Whereas, in connection with the issuance of the Preferred Securities
by the Trusts, PTG has (i) pursuant to a Preferred Securities Guarantee
Agreement, dated as of January 9, 1996, between PTG and The First National Bank
of Chicago, as Trustee (the "PTG Financing I Guarantee"), agreed to guarantee,
on a subordinated basis, certain payments to be made with respect to the
Financing I Preferred Securities, to the extent that Financing I has funds
sufficient to make such payments and (ii) pursuant to the Preferred Securities
Guarantee Agreement, dated as of June 18, 1996, as amended by a First Amendment
thereto, dated as of June 18, 1996, each between PTG and the First National Bank
of Chicago, as trustee (the "PTG Financing II Guarantee" and, together with the
PTG Financing I Guarantee, the "PTG Guarantees"), agreed to guarantee, on a
subordinated basis, certain payments to be made with respect to the Financing II
Preferred Securities, to the extent that Financing II has funds sufficient to
make such payments; and
Whereas, in connection with the issuance of the Preferred Securities
by the Trusts, PTG has issued approximately $515.5 million in principal amount
of its 7.56% Subordinated Deferrable Interest Debentures due January 31, 2026
(the "7.56% Debentures") to Financing I and approximately $514.5 million in
principal amount of its 8 1/2% Subordinated Deferrable Interest Debentures due
June 30, 2026 (the "8 1/2% Debentures" and, together with the 7.56% Debentures,
the "Junior Subordinated Debentures") to Financing II; and
Whereas, in connection with the issuance of the Preferred Securities
by the Trusts, PTG has agreed, pursuant to the trust agreements of the Trusts
and the Indenture, dated as of January 9, 1996, between PTG and the First
National Bank of Chicago, as trustee (as supplemented, the "Indenture"), to pay
(i) all costs and expenses relating to the offering of the Trust Securities and
the Junior Subordinated Debentures, (ii) all debts and other obligations (other
than with respect to the Trust Securities) and all costs and expenses of the
Trusts (including costs and expenses relating to the organization, maintenance
and dissolution of the Trusts, the fees and expenses of the Trustees of the
Trusts and the costs and expenses relating to the operation of the Trusts and
the enforcement by the Property Trustee of the Trusts of the rights of the
holders of the Preferred Securities) and (iii) all taxes (other than United
States withholding taxes) to which the Trusts may become subject and all costs
and expenses with respect thereto (collectively, the "PTG Expense
Undertakings"); and
Whereas, on April 1, 1997, SBC Communications Inc. (the
"Corporation") and PTG completed the merger of a subsidiary of the Corporation
into PTG, whereupon PTG became a wholly-owned subsidiary of the Corporation; and
Whereas, the Corporation is a reporting company current in all of
its reporting obligations under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and wishes to have PTG cease its reporting under the
Exchange Act without giving rise to any reporting obligations for the Trusts;
Therefore, be it:
RESOLVED, the Corporation hereby irrevocably, fully and
unconditionally guarantees the Preferred Securities of each Trust (these
"Preferred Securities Guarantees") on the following terms: (i) the Corporation
is jointly and severally liable with PTG for the payment in full of the payments
due under the PTG Guarantees (without duplication of amounts theretofore paid by
the related Trustee) as and when due, regardless of any defense, right of
set-off or counterclaim that the related Trust may have or assert, provided,
however, that these Preferred Securities Guarantees will not apply to any
distributions if and to the extent that the related Trust does not have funds
sufficient to make such payments and PTG would not be obligated therefor under
the related PTG Guarantee; (ii) the holders of the Preferred Securities are
entitled to enforce their rights under the related Preferred Securities
Guarantee directly against the Corporation, without first instituting a
proceeding against the applicable Trust, PTG or any other person or entity; and
(iii) these Preferred Securities Guarantees are unsecured and rank (a) junior in
right of payment to all other liabilities of the Corporation (including the
Junior Subordinated Debenture Guarantee discussed below) except for those
obligations that are made pari passu with or subordinate to these Preferred
Securities Guarantees by their terms, (b) pari passu with the most senior
preferred or preference stock now or hereafter issued by the Corporation and
with any guarantee now or hereafter entered into by the Corporation in respect
of any preferred or preference stock of any affiliate of the Corporation and (c)
senior to the common stock of the Corporation; and
RESOLVED, that the Corporation hereby irrevocably, fully and
unconditionally guarantees PTG's payment obligations under its Junior
Subordinated Debentures (these "Debentures Guarantees") on the following terms:
(i) these Debentures Guarantees are unsecured and subordinated with respect to
the Senior Indebtedness of the Corporation in the same manner and to the same
extent as the Junior Subordinated Debentures are subordinated with respect to
the Senior Indebtedness of PTG (for this purpose, "Senior Indebtedness" of the
Corporation has the same meaning as "Senior Indebtedness" of PTG under the
Indenture except that (a) the Corporation is substituted for PTG, (b) the
Debentures Guarantees are substituted for the Subordinated Debentures and (c)
the descriptive inclusionary clauses referring to PTG subsidiaries are omitted
as inapplicable); (ii) the Corporation is jointly and severally liable with PTG
to make payments of interest, principal and premium, if any, on any Junior
Subordinated Debentures on the date such interest or principal is due and
payable; (iii) the holders of the Junior Subordinated Debentures are entitled to
enforce the related Debentures Guarantee directly against the Corporation,
without first proceeding against PTG or any other person or entity; (iv) if any
Junior Subordinated Debentures are held by a Trust, (a) the Corporation may
satisfy its payment obligation under the related Debentures Guarantee by
directly paying to each holder of the Preferred Securities of such Trust the due
and unpaid principal of or interest on such Junior Subordinated Debentures
having a principal amount equal to the aggregate liquidation amount of the
related Preferred Securities held by such holder and (b) each holder of the
Preferred Securities of a Trust is entitled to enforce the related Debenture
Guarantee directly against the Corporation, without first proceeding against PTG
or any other person or entity; and
RESOLVED, that the Corporation hereby irrevocably, fully and
unconditionally assumes joint and several liability with PTG for all payment
obligations under the PTG Expense Undertakings (these "Expense Undertakings") on
the following terms: (i) these Expense Undertakings are for the benefit of and
enforceable by the beneficiaries of the PTG Expense Undertakings; and (ii) the
beneficiaries of the PTG Expense Undertakings are entitled to enforce such
undertakings directly against the Corporation without first proceeding against
PTG, the related Trust or any other person or entity; and
RESOLVED, that the Preferred Securities Guarantees, Debenture
Guarantees and Expense Undertakings are effective on the date hereof and are
irrevocable.
BOARD OF DIRECTORS
APPROVED January 30, 1998
Whereas, Pacific Telesis Group ("PTG") is the owner of all the
common securities (the "Common Securities") of Pacific Telesis Financing I
("Financing I") and of Pacific Telesis Financing II ("Financing II" and,
together with Financing I, the "trusts"); and
Whereas, Financing I is the issuer of 7.56% Trust Originated
Preferred Securities (the "Financing I Preferred Securities") and Financing II
is the issuer of 8 1/2% Trust Originated Preferred Securities issued by
Financing II (the "Financing II Preferred Securities" and, together with the
Financing I Preferred Securities, the "Preferred Securities" and, the Preferred
Securities together with the Common Securities, the "Trust Securities"); and
Whereas, in connection with the issuance of the Preferred Securities
by the Trusts, PTG has (i) pursuant to a Preferred Securities Guarantee
Agreement, dated as of January 9, 1996, between PTG and The First National Bank
of Chicago, as Trustee (the "PTG Financing I Guarantee"), agreed to guarantee,
on a subordinated basis, certain payments to be made with respect to the
Financing I Preferred Securities, to the extent that Financing I has funds
sufficient to make such payments and (ii) pursuant to the Preferred Securities
Guarantee Agreement, dated as of June 18, 1996, as amended by a First Amendment
thereto, dated as of June 18, 1996, each between PTG and the First National Bank
of Chicago, as trustee (the "PTG Financing II Guarantee" and, together with the
PTG Financing I Guarantee, the "PTG Guarantees"), agreed to guarantee, on a
subordinated basis, certain payments to be made with respect to the Financing II
Preferred Securities, to the extent that Financing II has funds sufficient to
make such payments; and
Whereas, in connection with the issuance of the Preferred Securities
by the Trusts, PTG has issued approximately $515.5 million in principal amount
of its 7.56% Subordinated Deferrable Interest Debentures due January 31, 2026
(the "7.56% Debentures") to Financing I and approximately $514.5 million in
principal amount of its 8 1/2% Subordinated Deferrable Interest Debentures due
June 30, 2026 (the "8 1/2% Debentures" and, together with the 7.56% Debentures,
the "Junior Subordinated Debentures") to Financing II; and
Whereas, in connection with the issuance of the Preferred Securities
by the Trusts, PTG has agreed, pursuant to the trust agreements of the Trusts
and the Indenture, dated as of January 9, 1996, between PTG and the First
National Bank of Chicago, as trustee (as supplemented, the "Indenture"), to pay
(i) all costs and expenses relating to the offering of the Trust Securities and
the Junior Subordinated Debentures, (ii) all debts and other obligations (other
than with respect to the Trust Securities) and all costs and expenses of the
Trusts (including costs and expenses relating to the organization, maintenance
and dissolution of the Trusts, the fees and expenses of the Trustees of the
Trusts and the costs and expenses relating to the operation of the Trusts and
the enforcement by the Property Trustee of the Trusts of the rights of the
holders of the Preferred Securities) and (iii) all taxes (other than United
States withholding taxes) to which the Trusts may become subject and all costs
and expenses with respect thereto (collectively, the "PTG Expense
Undertakings"); and
Whereas, on April 1, 1997, SBC Communications Inc. (the
"Corporation") and PTG completed the merger of a subsidiary of the Corporation
into PTG, whereupon PTG became a wholly-owned subsidiary of the Corporation; and
Whereas, the Corporation is a reporting company current in all of
its reporting obligations under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and wishes to have PTG cease its reporting under the
Exchange Act without giving rise to any reporting obligations for the Trusts;
Therefore, be it:
RESOLVED, the Corporation hereby irrevocably, fully and
unconditionally guarantees the Preferred Securities of each Trust (these
"Preferred Securities Guarantees") on the following terms: (i) the Corporation
is jointly and severally liable with PTG for the payment in full of the payments
due under the PTG Guarantees (without duplication of amounts theretofore paid by
the related Trustee) as and when due, regardless of any defense, right of
set-off or counterclaim that the related Trust may have or assert, provided,
however, that these Preferred Securities Guarantees will not apply to any
distributions if and to the extent that the related Trust does not have funds
sufficient to make such payments and PTG would not be obligated therefor under
the related PTG Guarantee; (ii) the holders of the Preferred Securities are
entitled to enforce their rights under the related Preferred Securities
Guarantee directly against the Corporation, without first instituting a
proceeding against the applicable Trust, PTG or any other person or entity; and
(iii) these Preferred Securities Guarantees are unsecured and rank (a) junior in
right of payment to all other liabilities of the Corporation (including the
Junior Subordinated Debenture Guarantee discussed below) except for those
obligations that are made pari passu with or subordinate to these Preferred
Securities Guarantees by their terms, (b) pari passu with the most senior
preferred or preference stock now or hereafter issued by the Corporation and
with any guarantee now or hereafter entered into by the Corporation in respect
of any preferred or preference stock of any affiliate of the Corporation and (c)
senior to the common stock of the Corporation; and
RESOLVED, that the Corporation hereby irrevocably, fully and
unconditionally guarantees PTG's payment obligations under its Junior
Subordinated Debentures (these "Debentures Guarantees") on the following terms:
(i) these Debentures Guarantees are unsecured and subordinated with respect to
the Senior Indebtedness of the Corporation in the same manner and to the same
extent as the Junior Subordinated Debentures are subordinated with respect to
the Senior Indebtedness of PTG (for this purpose, "Senior Indebtedness" of the
Corporation has the same meaning as "Senior Indebtedness" of PTG under the
Indenture except that (a) the Corporation is substituted for PTG, (b) the
Debentures Guarantees are substituted for the Subordinated Debentures and (c)
the descriptive inclusionary clauses referring to PTG subsidiaries are omitted
as inapplicable); (ii) the Corporation is jointly and severally liable with PTG
to make payments of interest, principal and premium, if any, on any Junior
Subordinated Debentures on the date such interest or principal is due and
payable; (iii) the holders of the Junior Subordinated Debentures are entitled to
enforce the related Debentures Guarantee directly against the Corporation,
without first proceeding against PTG or any other person or entity; (iv) if any
Junior Subordinated Debentures are held by a Trust, (a) the Corporation may
satisfy its payment obligation under the related Debentures Guarantee by
directly paying to each holder of the Preferred Securities of such Trust the due
and unpaid principal of or interest on such Junior Subordinated Debentures
having a principal amount equal to the aggregate liquidation amount of the
related Preferred Securities held by such holder and (b) each holder of the
Preferred Securities of a Trust is entitled to enforce the related Debenture
Guarantee directly against the Corporation, without first proceeding against PTG
or any other person or entity; and
RESOLVED, that the Corporation hereby irrevocably, fully and
unconditionally assumes joint and several liability with PTG for all payment
obligations under the PTG Expense Undertakings (these "Expense Undertakings") on
the following terms: (i) these Expense Undertakings are for the benefit of and
enforceable by the beneficiaries of the PTG Expense Undertakings; and (ii) the
beneficiaries of the PTG Expense Undertakings are entitled to enforce such
undertakings directly against the Corporation without first proceeding against
PTG, the related Trust or any other person or entity; and
RESOLVED, that the Preferred Securities Guarantees, Debenture
Guarantees and Expense Undertakings are effective on the date hereof and are
irrevocable.