SBC COMMUNICATIONS INC.
Officers' Certificate
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Pursuant to Section 2.02(a) of the Indenture
A. Pursuant to Section 2.02(a) of the Indenture, dated as of November 1, 1994
(the "Indenture"), between SBC Communications Inc. (the "Company") and The
Bank of New York, as Trustee (the "Trustee"), and pursuant to the
resolutions of the Board of Directors of the Company adopted on April 28,
2000 (the "Resolutions"), attached hereto as Annex A, the undersigned
officers, Donald E. Kiernan, Senior Executive Vice President and Chief
Financial Officer, and Michael D. Wagner, Assistant Treasurer, do hereby
certify that there is hereby established a Series (as that term is used in
the Indenture) of the Securities (as that term is used in the Indenture) to
be issued under the Indenture, which Series of Securities shall have the
terms set forth below (unless otherwise defined, all capitalized terms
shall have the meanings ascribed to them in the Indenture):
1. The title of the Securities of the Series is "Medium-Term Notes,
Series A, Due Nine Months or More from Date of Issue" (the
"Notes").
2. The aggregate principal amount of the Notes which may be
authenticated and delivered under the Indenture (except for Notes
authenticated and delivered upon transfer of, or in exchange for,
or in lieu of, other Notes pursuant to Section 2.08, 2.09, 2.12,
3.06 or 9.05 of the Indenture) is unlimited.
3. The date on which the principal of each of the Notes is payable
shall be any Business Day (as defined in the Prospectus, as defined
in Paragraph 4 below) from nine months or more from its date of
issue, as established on behalf of the Company by any officer of
the Company designated by resolution of the Board of Directors or
the delegate of any such officer (each of the foregoing being an
"Authorized Officer") from time to time, as evidenced by the
settlement instructions (the "Settlement Instructions") furnished
by the Company from time to time to the Trustee, by facsimile
transmission or in written schedules, in each case providing
substantially the information contained in Schedule A hereto.
4. The rate or rates, or the method of determining the rate or rates,
at which each of the Notes shall bear interest shall be determined
and established by an Authorized Officer from time to time, as
evidenced by the Settlement Instructions, and shall include those
methods set forth in the
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prospectus dated May 25, 2000, a prospectus supplement, dated
August 28 , 2000, and any amendment or supplement thereto
(collectively, the "Prospectus") relating to the Notes. Each Note
will bear interest from its issue date, or, in the case of Notes
issued upon transfer or exchange, from the most recent Interest
Payment Date (as defined in the Prospectus) to which payment of
interest has been made or duly provided for. Interest will be
payable to the person in whose name a Note (or any Predecessor
Note) is registered at the close of business on the Record Date
next preceding the Interest Payment Date; provided, however, that
interest payable at maturity and upon redemption will be payable to
the person to whom principal shall be payable. Unless otherwise
determined by an Authorized Officer, as evidenced by the Settlement
Instructions, the Interest Payment Dates for Notes bearing interest
at a fixed rate ("Fixed Rate Notes") shall be February 1 and August
1 of each year, and the Record Date with respect to any Interest
Payment Date shall be the date fifteen (15) calender days
immediately preceding such Interest Payment Date. The Interest
Payment Dates for Notes bearing interest at a rate determined by
reference to an interest rate formula ("Floating Rate Notes") shall
be determined and established on behalf of the Company by an
Authorized Officer from time to time, as evidenced by the
Settlement Instructions. Unless otherwise determined by an
Authorized Officer, as evidenced by the Settlement Instructions,
the Record Date with respect to any Interest Payment Date for
Floating Rate Notes shall be the date fifteen (15) calender days
immediately preceding such Interest Payment Date. Notwithstanding
the foregoing, the first payment of interest on any Note originally
issued between a Record Date and an Interest Payment Date will be
made on the Interest Payment Date following the next succeeding
Record Date and will be payable to the person to whom the Note
shall have been issued.
5. Interest (other than interest payable at maturity and upon
redemption) on Notes in definitive form will be paid by check and
mailed to the address of the person entitled thereto as it appears
in the Security Register. Notwithstanding the foregoing, a holder
of U.S. $10,000,000 or more in aggregate principal amount of Notes
of like tenor and term (or a holder of the equivalent thereof in a
specified currency other than U.S. dollars) shall be entitled to
receive such interest payments in immediately available funds, but
only if appropriate instructions have been received in writing by
the Paying Agent on or prior to the applicable Record Date.
Interest (other than interest payable at maturity and upon
redemption) on Notes in global form will be paid by wire transfer
to The Depository Trust Company or its nominee in accordance with
the Medium-Term
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Notes, Series A, Administrative Procedures. The principal, premium,
if any, and interest due at maturity or upon redemption, as the
case may be, on the Notes shall be payable at the office or agency
of the Company maintained in the Borough of Manhattan, The City of
New York for that purpose and will be made in immediately available
funds, provided that such Note is presented to the Paying Agent in
time for the Paying Agent to make such payments in such funds in
accordance with its normal procedures.
6. If an Initial Redemption Date for a Note is determined by an
Authorized Officer, as evidenced in any Settlement Instructions,
such Note shall be redeemable at the option of the Company on or
after a specified date prior to maturity on at least 30 days', but
not more than 60 days', notice to the holders of such Note, at
prices declining from par or a specified premium to par after a
later date, together with the accrued interest to the date of
redemption, all as may be determined by an Authorized Officer, as
evidenced by the Settlement Instructions.
7. There is no obligation of the Company to redeem, repay or purchase
the Notes pursuant to any sinking fund or analogous provision. The
Notes may be subject to repayment at the option of a holder thereof
on a date or dates specified prior to maturity on at least 30
days', but no more than 45 days', notice to the Trustee of the
holder's exercise of its repayment option, at certain prices
together with accrued interest to the date of repayment, all as may
be determined by an Authorized Officer, as evidenced by the
Settlement Instructions.
8. Unless otherwise specified in the Prospectus, Notes shall be issued
only in registered form in minimum denominations of U.S. $1,000 and
any amount in excess thereof that is an integral multiple of U.S.
$1,000 or, in the case of Notes denominated in a Specified Currency
other than U.S. dollars, the authorized denominations set forth in
the Prospectus.
9. [Not applicable.]
10./15. The Notes shall be issued in fully registered form and shall be
represented by either a global certificate registered in the name
of a nominee of The Depository Trust Company or other depository,
or a certificate issued in definitive form, as specified in the
Prospectus.
11. [Not applicable.]
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12. The Notes shall be denominated, and principal of and premium, if
any, and interest on the Notes shall be payable, in U.S. dollars or
in other applicable currencies or currency units, including the
Euro.
13. [Not applicable.]
14. [Not applicable.]
15. [See 10. above.]
16. Any other terms of the Notes (which terms shall not be inconsistent
with this Officers' Certificate or the provisions of the Indenture)
shall be determined and established by an Authorized Officer from
time to time, as evidenced by the Settlement Instructions,
including any changes to the terms set forth in the forms of the
Fixed Rate Notes and the Floating Rate Notes, attached hereto as
Annex B, and the Prospectus, attached hereto as Annex C.
17. The forms of the Fixed Rate Notes and the Floating Rate Notes are
hereby approved in the form attached as Annex B.
18. [Not applicable.]
B. Each of the undersigned has read the Indenture, including the provisions of
Section 2.02 and the definitions relating thereto, and the Resolutions. In
the opinion of each of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion
as to whether or not all the conditions precedent provided in the Indenture
relating to the establishment of the form and terms of a Series of
Securities under the Indenture, designated as the Notes in this Officers'
Certificate, have been complied with. In the opinion of the undersigned,
all such conditions precedent have been complied with.
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IN WITNESS WHEREOF, the undersigned have hereunto executed this
Officers' Certificate as of the 28th day of August, 2000.
/s/ Donald E. Kiernan
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Donald E. Kiernan
Senior Executive Vice President,
Chief Financial Officer
/s/ Michael D. Wagner
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Michael D. Wagner
Assistant Treasurer
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