Exhibit 4-a
PACIFIC BELL
Officers' Certificate
Pursuant to Section 2.02(a) of the Indenture
A. Pursuant to Section 2.02(a) of the Indenture, dated as of October 7,
1997 (the "Indenture"), between Pacific Bell 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 October 2, 1997 (the
"Resolutions"), attached hereto as Annex A, the undersigned officers,
Donald E. Kiernan, Vice President, and Roger W. Wohlert, 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 limit upon 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 U.S. $1,750,000,000.
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.
-2-
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 prospectus, dated October 23, 1997, a
prospectus supplement, dated October 23, 1997, 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 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, or at the
option of a holder thereof.
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. 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.
10. Unless otherwise specified in the Prospectus, the Company will not pay
any additional amounts on Notes held by a person who is not a U.S.
person in respect of taxes or similar charges withheld or deducted.
11. 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 European Currency
Units.
12. Payments of interest on the Notes may be determined with reference to
an index, determined by an Authorized Officer, as evidenced by the
Settlement Instructions.
13. 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.
B. The forms of the Fixed Rate Notes and the Floating Rate Notes are hereby
approved in the form attached as Annex B.
C. 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.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Officers'
Certificate as of the 23rd day of October 1997.
/s/ Donald E. Kiernan
----------------------------
Donald E. Kiernan
Vice President
/s/Roger W. Wohlert
-----------------------------
Roger W. Wohlert
Treasurer
[SEAL]