Exhibit 4-a
SBC COMMUNICATIONS CAPITAL CORPORATION
Officers' Certificate
Pursuant to Section 2.02(a) of the Indenture
A. Pursuant to Section 2.02(a) of the Indenture, dated as of
February 1, 1987, as supplemented by the First Supplemental
Indenture, dated as of October 1, 1990 (together, the
"Indenture"), among SBC Communications Capital Corporation
(formerly known as Southwestern Bell Capital Corporation)
(the "Company"), SBC Communications Inc. (formerly known as
Southwestern Bell Corporation) 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
December 1, 1994 (the "Resolutions"), attached hereto as
Annex A, the undersigned officers, Donald E. Kiernan,
President, and Roger W. Wohlert, Senior Vice President and
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 E, 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. $1,000,000,000.
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.
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 June 6, 1995, a
prospectus supplement dated September 30, 1996, 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
E, 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. 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.
9. 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.
10. 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.
11. 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.
12. 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 30th day of September 1996.
/s/Donald E. Kiernan
Donald E. Kiernan
President
/s/ Roger W. Wohlert
Roger W. Wohlert
Senior Vice President
and Treasurer
[SEAL]