FIRST SUPPLEMENTAL INDENTURE, dated as of the 6th day of
December, 1995 (herein called the "First Supplemental
Indenture"), between GTE SOUTHWEST CORPORATION, a corporation
duly organized and existing under the laws of the State of
Delaware (hereinafter referred to as the "Company"), and THE BANK
OF NEW YORK, a banking corporation duly organized and existing
under the laws of the State of New York (hereinafter referred to
as the "Trustee") (as successor trustee to NationsBank of
Georgia, National Association), as Trustee under the Indenture
dated as of November 15, 1993, between the Company and the
Trustee (hereinafter referred to as the "Original Indenture").
Capitalized terms used in this First Supplemental Indenture and
not otherwise defined herein shall have the meanings set forth in
the Original Indenture.
WHEREAS, in accordance with Section 9.01(b) of the Original
Indenture, the Company and the Trustee may enter into
supplemental indentures to the Original Indenture without the
consent of the Securityholders to, among other things, add to the
covenants of the Company such further covenants, restrictions,
conditions or provisions for the protection of the holders of the
Securities of all or any series as the Board of Directors and the
Trustee shall consider to be for the protection of the holders of
Securities of all or any series; and
WHEREAS, in accordance with Section 9.01(c) of the Original
Indenture, the Company and the Trustee may enter into
supplemental indentures to the Original Indenture without the
consent of the Securityholders to cure any ambiguity or to
correct or supplement any provision which may be defective or
inconsistent with the Original Indenture or any supplemental
indenture, or to make such other provisions in regard to matters
or questions arising under the Original Indenture as shall not be
inconsistent with the provisions of the Original Indenture and
not adversely affect the interests of the holders of the
Securities of any series; and
WHEREAS, the Company desires to amend the Original Indenture
in accordance with Sections 9.01(b) and 9.01(c) and has requested
the Trustee to join with it in the execution and delivery of this
First Supplemental Indenture; all requirements necessary to make
this First Supplemental Indenture a valid instrument, in
accordance with its terms, have been met and the execution and
delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, for good and valuable consideration the
sufficiency of which is hereby recognized, the Company covenants
and agrees with the Trustee as follows:
ARTICLE ONE
AMENDMENTS TO TERMS OF THE INDENTURE
Section 1.01 Regular Record Date. The Company and Trustee
hereby amend the sixth paragraph of Section 2.03 of the Original
Indenture in its entirety pursuant to Section 9.01(c) of the
Original Indenture for the benefit of all Securityholders, to
read as follows:
"Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms
of any series of Securities pursuant to Section 2.01 hereof,
the term "regular record date" as used in this Section with
respect to a series of Securities with respect to any
interest payment date for such series shall mean either the
fifteenth day of the month immediately preceding the month
in
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which an interest payment date established for such series
pursuant to Section 2.01 hereof shall occur, if such
interest payment date is the first day of a month, or the
first day of the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof
shall occur, if such interest payment date is the fifteenth
day of a month, whether or not such date is a business day."
Section 1.02 Covenants against Prior Liens. The Company
and Trustee hereby amend clauses (2), (4) and (5) of Section 4.05
of the Original Indenture in their entirety, pursuant to Sections
9.01(b) and 9.01(c) of the Original Indenture for the benefit of
all Securityholders, to read as follows:
"(2) The replacement, extension or renewal of any such
mortgage, lien, pledge, security interest or other
encumbrance, or of any such agreement, permitted by the
foregoing clause (1), or the replacement, extension or
renewal (without increase in principal amount or extension
of final maturity date) of the indebtedness secured
thereby;"
"(4) First Mortgage Bonds outstanding on the date hereof
and any replacement or renewal (without increase in
principal amount or extension of final maturity date) of
such outstanding First Mortgage Bonds;"
"(5) First Mortgage Bonds which may be issued by the
Company in connection with a consolidation or merger of the
Company with or into any Affiliate in exchange for or
otherwise in substitution for long-term senior indebtedness
of such Affiliate ("Affiliate Debt") which by its terms (i)
is secured by a mortgage on all or a portion of the property
of such Affiliate, (ii) prohibits long-term senior secured
indebtedness from being incurred by such Affiliate, or a
successor thereto, unless the Affiliate Debt shall be
secured equally and ratably with such long-term senior
secured indebtedness or (iii) prohibits long-term senior
secured indebtedness from being incurred by such Affiliate;
or"
Section 1.03 Merger or Consolidation. The Company and the
Trustee hereby amend Section 4.06 of the Original Indenture in
its entirety, pursuant to Section 9.01(c) of the Original
Indenture for the benefit of all Securityholders, to read as
follows:
"The Company will not, while any of the Securities remain
outstanding, consolidate with, or merge into, or merge into
itself, or sell or convey all or substantially all of its
property to, any other Company unless the provisions of
Article Ten hereof are complied with.
If upon any such consolidation or merger, or sale or
conveyance any of the property of the Company owned by the
Company prior thereto would thereupon become subject to any
mortgage, security interest, pledge or lien, the Company,
prior to such consolidation, merger, sale or conveyance,
will secure the outstanding Securities, or cause the same to
be secured, equally and ratably with the other indebtedness
or obligations secured by such mortgage, security interest,
pledge or lien so long as such other indebtedness or
obligations shall be so secured; provided, however, that (a)
the subjection of the property of the Company to any
mortgage, security interest, pledge or lien securing
indebtedness of an Affiliate which is required to be assumed
by the Company in connection with any merger or
consolidation of such Affiliate shall be deemed excluded
from the operation of this Section and shall not require
that any of the Securities be secured; and (b) the
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subjection of property of the Company to any mortgage,
security interest, pledge or lien of the character referred
to in clauses (1), (2), (3), (4) and (5) of Section 4.05
shall be deemed excluded from the operation of this Section
and shall not require that any of the Securities be
secured."
Section 1.04 Notice of Default. The Company and Trustee
hereby amend the first paragraph of Section 6.07 of the Original
Indenture in its entirety, pursuant to Section 9.01(c) of the
Original Indenture for the benefit of all Securityholders, to
read as follows:
"The Trustee shall, within 90 days after the occurrence of a
default with respect to a particular series, transmit by
mail, first class postage prepaid, to the holders of
Securities of that series, as their names and addresses
appear upon the Security Register, notice of all defaults
with respect to that series known to the Trustee, unless
such defaults shall have been cured before the giving of
such notice (the term "defaults" for the purposes of this
Section being hereby defined to be the events specified in
subsections (1), (2), (3), (4) and (5) of Section 6.01(a),
not including any periods of grace provided for therein and
irrespective of the giving of notice provided for by
subsection (3) of Section 6.01(a); provided, that, except in
the case of default in the payment of the principal of (or
premium, if any) or interest on any of the Securities of
that series or in the payment of any sinking fund or
analogous fund installment established with respect to that
series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the
executive committee, or a trust committee of directors
and/or responsible officers, of the Trustee in good faith
determine that the withholding of such notice is in the
interests of the Securityholders of Securities of that
series; provided further, that in the case of any default of
the character specified in Section 6.01(a) (3) with respect
to Securities of that series no notice shall be given until
at least 30 days after the occurrence thereof."
ARTICLE TWO
MISCELLANEOUS
Section 2.01 Execution of Supplemental Indenture. This
First Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Original Indenture and, as
provided in the Original Indenture, this First Supplemental
Indenture forms a part thereof.
Section 2.02 Conflict With Trust Indenture Act. If and to
the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended, such
imposed duties shall control.
Section 2.03 Successors and Assigns. All covenants and
agreements in this First Supplemental Indenture by the Company
shall bind its successors and assigns, whether so expressed or
not.
Section 2.04 Separability Clause. In case any one or more
of the provisions contained in this First Supplemental Indenture,
the Original Indenture or in the Securities of any series shall
for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this First Supplemental
Indenture, the Original Indenture or of such Securities, but this
First Supplemental Indenture, the Original Indenture and such
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or
therein.
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Section 2.05 Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture or in the Original
Indenture, express or implied, shall give to any person, other
than the parties hereto and their successors hereunder and the
Securityholders (to the extent specified herein or therein), any
benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.
Section 2.06 Governing Law. This First Supplemental
Indenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.
Section 2.07 Execution and Counterparts. This First
Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
GTE SOUTHWEST INCORPORATED
By ______________________
Attest:
By _______________________
Secretary
THE BANK OF NEW YORK
as Trustee
By _______________________
Attest:
By _______________________
SW:SupInd:46
