EXHIBIT 4.9
THIRD SUPPLEMENTAL INDENTURE
This THIRD SUPPLEMENTAL INDENTURE, dated as of May 22, 1998 (the
"Third 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 The First National Bank of
Chicago, a national banking association, 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 October 15, 1997 (the "Indenture"), as supplemented by the First
Supplemental Indenture dated as of November 18, 1997 (the "First Supplemental
Indenture"), and as supplemented by the Second Supplemental Indenture dated
as of February 10, 1998 (the "Second Supplemental Indenture"), relating to
the issuance from time to time by TDS Iowa of its unsecured subordinated debt
securities ("Debt 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, First Supplemental Indenture and
the Second Supplemental Indenture;
WHEREAS, TDS Iowa has requested the Trustee to join with it in the
execution and delivery of this Third 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 9.01 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 Debt 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 9.01(b) of the Indenture, this Third
Supplemental Indenture does not require the consent of any Holders of Debt
Securities; and
WHEREAS, all things necessary to make this Third 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 THIRD 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 Debt
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 (premium, if any) and interest on all of the Debt Securities of
all series, in accordance with the terms of each series, 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 Debt
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
THIRD SUPPLEMENTAL INDENTURE.
Debt Securities authenticated and delivered on and after the date
hereof may bear substantially the following notation which may be stamped or
typewritten thereon:
"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 (premium, if
any) and interest on all of the Debt Securities of all
series, in accordance with the terms of each series,
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 Debt 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 Debt Securities then
Outstanding, and thereafter the notation herein provided shall no longer be
necessary or required. Anything herein or in the
-2-
Indenture to the contrary notwithstanding, the failure to affix the notation
herein provided to any Debt Security or to exchange any Debt Security for a
new Debt Security modified as herein provided shall not affect any of the
rights of the Holder of such Debt Security.
Section 3. REFERENCE TO AND EFFECT ON THE INDENTURE.
(a) On and after the date of this Third 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 the First Supplemental Indenture, the Second Supplemental Indenture, and
this Third 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 Third Supplemental Indenture shall be effective at the time
the Merger is effective.
Section 4. GOVERNING LAW
This Third 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 Third 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 Third Supplemental Indenture as set forth in the
text.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this Third
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
The FIRST NATIONAL BANK OF CHICAGO,
Trustee, a National Banking
Association
[Corporate Seal]
By:
----------------------------
Its:
Attest:
--------------------------
-4-
