EXHIBIT 4.1(b)
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of May , 1998 (the
"First Supplemental Indenture"), is entered into by and among Telephone and
Data Systems, Inc., an Iowa corporation ("TDS Iowa"), Telephone and Data
Systems, Inc., a Delaware corporation ("TDS Delaware"), and Xxxxxx Trust and
Savings Bank, an Illinois banking corporation, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, TDS Iowa and the Trustee are parties to an Indenture,
dated as of February 1, 1991 (the "Indenture"), relating to the issuance from
time to time by TDS Iowa of its Securities on terms to be specified at the
time of issuance;
WHEREAS, capitalized terms herein, not otherwise defined, shall
have the same meanings given them in the Indenture;
WHEREAS, TDS Iowa has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture in order to
supplement and amend the Indenture to recognize the merger (the "Merger") of
TDS Iowa with and into its wholly-owned subsidiary, TDS Delaware;
WHEREAS, the Merger will be consummated for the sole purpose of
reincorporating TDS Iowa from Iowa to Delaware, and will not result in any
change in its name, business, management, assets or liabilities;
WHEREAS, Section 8.1 of the Indenture provides that a supplemental
indenture may be entered into by TDS Iowa and the Trustee, without the
consent of any Holders of Securities, to evidence the succession of another
corporation to the Issuer and the assumption by the successor corporation of
the covenants, agreements and obligations of TDS Iowa;
WHEREAS, pursuant to Section 8.1(c) of the Indenture, this First
Supplemental Indenture does not require the consent of any Holders of
Securities; and
WHEREAS, all things necessary to make this First Supplemental
Indenture a valid agreement of TDS Iowa, TDS Delaware and the Trustee and a
valid amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises, it is mutually covenanted
and agreed, for equal and proportionate benefit of all Holders of Securities,
as follows:
Section 1. SUCCESSION OF TDS IOWA BY TDS DELAWARE.
(a) Subject to the effectiveness of the Merger, TDS Delaware, as
successor to TDS Iowa, hereby expressly assumes the due and punctual payment
of the principal of and interest on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of the
covenants, conditions and other obligations of the Indenture and the
Securities to be performed or observed by TDS Iowa.
(b) TDS Delaware shall succeed to, and be substituted for, and may
exercise every right and power of, TDS Iowa under the Indenture with the same
effect as if TDS Delaware had been named as TDS Iowa therein.
Section 2. NOTATION ON SECURITIES IN RESPECT OF FIRST SUPPLEMENTAL
INDENTURE. Securities authenticated and delivered on and after the date
hereof may bear substantially the following notation which may be stamped or
typewritten thereon:
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"On May 22, 1998, Telephone and Data Systems, Inc., an Iowa
corporation, was merged with and into Telephone and Data
Systems, Inc., a Delaware corporation, which has assumed the
due and punctual payment of the principal of and interest on
all the Securities, according to their tenor, and the due
and punctual performance and observance of all of the
covenants, conditions and other obligations of the Indenture
and the Securities to be performed or observed by Telephone
and Data Systems, Inc., an Iowa corporation."
If TDS Delaware shall so determine, new Securities so modified as
to conform to the Indenture as hereby supplemented, in form satisfactory to
the Trustee, may at any time hereafter be prepared and executed by TDS
Delaware and authenticated and delivered by the Trustee in exchange for
Securities then Outstanding, and thereafter the notation herein provided
shall no longer be necessary or required. Anything herein or in the
Indenture to the contrary notwithstanding, the failure to affix the notation
herein provided to any Security or to exchange any Security for a new
Security modified as herein provided shall not affect any of the rights of
the Holder of such Security.
Section 3. REFERENCE TO AND EFFECT ON THE INDENTURE.
(a) On and after the date of this First Supplemental Indenture,
each reference in the Indenture to "this Indenture," "hereunder," "hereof,"
or "herein" shall mean and be a reference to the Indenture as supplemented by
this First Supplemental Indenture.
(b) Except as specifically amended above, the Indenture shall
remain in full force and effect and is hereby ratified and confirmed.
(c) All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Indenture.
(d) This First Supplemental Indenture shall be effective at the
time the Merger is effective.
Section 4. GOVERNING LAW. This First Supplemental Indenture shall
be governed by, and construed and enforced in accordance with, the laws of
the jurisdiction which govern the Indenture and its construction.
Section 5. COUNTERPARTS AND METHOD OF EXECUTION. This First
Supplemental Indenture may be executed in several counterparts, all of which
together shall constitute one agreement binding on all parties hereto,
notwithstanding that all parties have not signed the same counterpart.
Section 6. SECTION TITLES. Section titles are for descriptive
purposes only and shall not control or alter the meaning of this First
Supplemental Indenture as set forth in the text.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and their respective seals to be
affixed hereunto and duly attested all as of the day and year first above
written.
TELEPHONE AND DATA SYSTEMS, INC.,
an Iowa Corporation
[Corporate Seal]
By: _______________________________________
XxXxx X. Xxxxxxx, Xx.
President
Attest:
_______________________________________
Xxxxxxx X. Xxxx
Secretary
TELEPHONE AND DATA SYSTEMS, INC.,
a Delaware Corporation
[Corporate Seal]
By: _______________________________________
XxXxx X. Xxxxxxx, Xx.
President
Attest:
_______________________________________
Xxxxxxx X. Xxxx
Secretary
XXXXXX TRUST AND SAVINGS BANK,
Trustee, an Illinois Banking
Corporation
[Corporate Seal]
By: _______________________________________
Name:
Title:
Attest:
_______________________________________
Name:
Title:
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