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Exhibit 4(a)
OFFICERS' CERTIFICATE PURSUANT TO SECTION
2.02(B) OF THE INDENTURE IDENTIFIED BELOW
The undersigned, Edwin F. Hall, Controller and Chief Financial Officer, and
William F. Heitmann, Treasurer, respectively, of New England Telephone and
Telegraph Company (the "Company"), acting pursuant to authorizations contained
in Board Resolutions, copies of which are delivered herewith, duly adopted on
March 16, 1993 and September 21, 1993, by the Board of Directors of the Company,
do hereby authorize, adopt and approve the following terms for a series (the
"Series") of the Company's debt securities to be issued under an Indenture,
dated as of October 1, 1992 (the "Indenture"), from the Company to State Street
Bank and Trust Company, as successor Trustee (the "Trustee"), pursuant to the
Registration Statement on Form S-3 (No. 33-50631) under the Securities Act of
1933, as amended. (As used herein, the term "Prospectus" shall mean the
Prospectus dated December 8, 1997, as supplemented by the Prospectus Supplement
dated June 13, 2000, filed with the Securities and Exchange Commission with
respect to the Series.)
(1) Title of Securities of the Series: Seven Year 7.65% Notes due
June 15, 2007
(2) Limit, if any, on the aggregate
principal amount of Securities
of the Series: $125,000,000
(3) Date or dates, or manner of
determining the same, on which the
principal of Securities of the Series
is payable: June 15, 2007
(4) With respect to interest on Securities of
the Series:
(a) The rate or method of
calculation: 7.65% per annum
(b) The date from which
such interest shall accrue: June 19, 2000
(c) The dates on which interest
shall be payable or the manner
of determining the same: Semiannually, June 15 and
December 15, commencing
December 15, 2000
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(d) Record dates for interest payable
on any interest payment date: To holders of record at
the close of business on
June 1 and December 1
prior to the interest
payment date.
(5) Place or places where
Securities of the Series
shall be payable: At the office or agency of
the Company in New York,
New York. At its option,
the Company may pay
interest by check mailed
to the holder's address as
it appears on the
register.
(6) With respect to redemption,
in whole or in part, of Securities
of the Series at the option of the
Company:
(a) The period or periods within
which such redemptions may be
made: Redeemable at any time at
the redemption prices
(b) The applicable redemption calculated as set forth in
price or prices: the attached form of the
Securities of the Series.
(c) The terms and conditions of such
redemptions:
(7) With respect to the mandatory redemption
or purchase of Securities of the Series:
(a) Any provision for a sinking or
analogous fund or for redemption
or purchase at the option of a
Holder: Not Applicable
(b) The period or periods within
which such redemptions or
purchases must be made: Not Applicable
(c) The applicable redemption or
purchase price or prices: Not Applicable
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(d) The terms and conditions of such
redemptions or purchases: Not Applicable
(8) Denominations in which Securities of the
Series are issuable, if other than $1,000
and any integral multiples thereof: Not Applicable
(9) If other than the principal amount
thereof, the portion of the principal
amount of Securities of the Series
payable on declaration of acceleration: Not Applicable
(10) (a) Whether Securities of the Series are
issuable as Registered Securities,
Unregistered Securities (with or without
interest coupons), or any combination
thereof: Registered Securities
(b) Whether, and the terms upon which,
Unregistered Securities of the Series may
be exchanged for Registered Securities of
the same Series and vice versa: Not Applicable
(11) Any provisions for payment of additional
amounts for taxes and for redemption, in
the event the Company must comply with
the reporting requirements or must pay
additional amounts in respect of any
Securities of the Series: Not Applicable
(12) With respect to the issuance
of any Global Securities of the Series: To be issued wholly in
permanent global form for
deposit with The
Depository Trust Company,
as Depository.
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(13) Any other covenants and terms of
Securities of the Series, including any
additional restrictive covenants not
described above and any terms required by
United States laws or regulations: None
(14) Issue price to public of Securities of
the Series: 99.7883%
(15) Underwriter's commission or discount as a
percentage of the principal amount of
Securities of the Series to be issued: 0.625%
(16) Agency fees as a percentage of the
principal amount of Securities of the
Series to be issued: Not Applicable
Annexed hereto is the form of the Securities of the Series.
The capitalized terms used in this Certificate (unless otherwise
defined herein) have the meanings as defined in the Indenture.
IN WITNESS WHEREOF, I have executed this Certificate on behalf of the
Company.
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
/s/ EDWIN F. HALL
-------------------------------------------
Edwin F. Hall
Controller and Chief Financial Officer
/s/ WILLIAM F. HEITMANN
-------------------------------------------
William F. Heitmann
Treasurer
Dated: As of June 13, 2000
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Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the issuer 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.
Transfers of this Global Note shall be limited to transfers in whole,
but not in part, to nominees of DTC or to a successor thereof or such
successor's nominee and transfers of portions of this Global Note shall be
limited to transfers made in accordance with the restrictions set forth in the
Indenture referred to on the reverse hereof.
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY
Seven Year 7.65% Notes due June 15, 2007
No. 001 $125,000,000 Cusip: 644239 BN 4
NEW ENGLAND TELEPHONE AND TELEGRAPH COMPANY, a New York corporation
(hereinafter called the "Company"), for value received, hereby promises to pay
to CEDE & CO. or registered assigns, the principal sum of ONE HUNDRED
TWENTY-FIVE MILLION DOLLARS ($125,000,000) on June 15, 2007, at the office or
agency of the Company in the Borough of Manhattan, The City of New York, State
of New York, 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, and to pay interest, semiannually on June 15 and December 15 of each
year, beginning on December 15, 2000, unless such June 15 or December 15 is a
Legal Holiday (as defined in the Indenture) in New York City, New York, in which
case on the next succeeding day that is not a Legal Holiday in New York City,
New York (each, an "Interest Payment Date"), on said principal sum at the rate
per annum specified in the title of this Note, at such office or agency, in like
coin or currency, from June 15 or December 15, as the case may be, to which
interest on the Notes has been paid preceding the date hereof (unless the date
hereof is a June 15 or December 15 to which interest has been paid, in which
case from the date hereof, or unless the date hereof is prior to the first
payment of interest, in which case from June 19, 2000) until payment of said
principal sum has been made or duly provided for. Notwithstanding the foregoing,
unless this Note shall be authenticated at a time when there is an existing
default in the payment of interest on the Notes, if the
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date hereof is after June 1 and before the next following June 15 or is after
December 1 and before the next following December 15, this Note shall bear
interest from such June 15 or December 15; PROVIDED, HOWEVER, that if the
Company shall default in the payment of interest when due on such June 15 or
December 15, then this Note shall bear interest from the next preceding date to
which interest has been paid. The interest so payable on any June 15 or December
15 shall be paid to the person in whose name this Note shall be registered at
the close of business on the June 1 or December 1, as applicable (whether or not
a Legal Holiday), immediately preceding the related Interest Payment Date (each,
a "Regular Record Date").
If and to the extent the Company shall default in the payment of the
interest due on any interest payment date, such defaulted interest shall be paid
to the person in whose name this Note is registered at the close of business on
a record date established for such payment by notice by or on behalf of the
Company to the holders of the Notes mailed by first-class mail not less than 15
days prior to such record date to their last address as they shall appear upon
the Note register, such record date to be not less than five days preceding the
date of payment of such defaulted interest. The Company may pay interest by
check mailed to the holder's address as it appears on the Note register.
Reference is hereby made to the further provisions of this Note 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 Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been executed by the Trustee
under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, New England Telephone and Telegraph Company has
caused this Note to be signed by its duly authorized officers and has caused its
corporate seal to be affixed hereunto.
NEW ENGLAND TELEPHONE AND TELEGRAPH
COMPANY
(SEAL) By_____________________________________
Title:
By_____________________________________
Title:
Dated: June 19, 2000
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Certificate of Authentication
This is one of the Debt Securities of the series designated therein and
described in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE
By_____________________________________
Authorized Signatory
