_________________________________________________________________
____________
GTE CORPORATION
AND
THE BANK OF NEW YORK,
as Trustee
_____________
SUPPLEMENTAL INDENTURE
Dated as of , 199
TO
INDENTURE
Dated as of October 1, 1995
_____________
% Due
_________________________________________________________________
____________
SUPPLEMENTAL INDENTURE, dated as of the day of ,
199 , between GTE CORPORATION, a corporation duly organized and
existing under the laws of the State of New York (hereinafter
sometimes referred to as the "Corporation"), and THE BANK OF NEW
YORK, a corporation duly organized and existing under the laws of
the State of New York (hereinafter sometimes referred to as the
"Trustee"), as Trustee under the Indenture dated as of October 1,
1995 between the Corporation and the Trustee, as supplemented by
a Supplemental Indenture dated as of , 199
(hereinafter collectively referred to as the "Indenture").
WHEREAS, the Corporation executed and delivered the
Indenture to the Trustee to provide for the future issuance of
its securities (the "Securities") in an unlimited amount, said
Securities to be issued from time to time in series as might be
determined by the Corporation under the Indenture, and
WHEREAS, pursuant to the terms of the Indenture, the
Corporation desires to provide for the establishment of a new
series of its Securities to be known as its % Due
(said series being hereinafter referred to as the " "),
the form and substance of such and the terms,
provisions and conditions thereof to be as set forth and provided
in the Indenture as supplemented hereby; and
WHEREAS, the Corporation desires and has requested the
Trustee to join with it in the execution and delivery of this
Supplemental Indenture, and all requirements necessary to make
this Supplemental Indenture a valid instrument, in
accordance with its terms, and to make the , when
executed by the Corporation and authenticated and delivered by
the Trustee, the valid obligations of the Corporation have been
performed and fulfilled, and the execution and delivery hereof
have been in all respects duly authorized:
NOW, THEREFORE, in consideration of the purchase and
acceptance of the by the holders thereof, and for the purpose of
setting forth, as provided in the Indenture, the form and
substance of the and the terms, provisions and
conditions thereof, the Corporation covenants and agrees with the
Trustee as follows:
ARTICLE ONE.
Terms And Conditions Of
% Due
SECTION l.0l. There shall be and is hereby authorized a
series of Securities designated % Due , limited
to the aggregate principal amount of $ ,000,000 (subject to
Section 2.07 of the Indenture),*** said Securities being sometimes
herein referred to as the . The shall mature on
, and shall be issued in the form of registered
without coupons. (The shall be in
denominations of
_________________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
$l,000 or any multiples thereof.)* (The shall
be issued in the form of a Global Security denominated in an
amount equal to the aggregate principal amount of the
. The Depository for the
shall be .)** The shall bear
interest until the principal thereof becomes due and payable at
the rate of % per annum, payable semi-annually on
and in each year, and any overdue principal and premium,
if any, and (to the extent that the payment of such interest is
enforceable under applicable law) any overdue installment of
interest thereon shall bear interest at the same rate per annum;
the principal of, the premium, if any, and the interest on said
shall be payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts, at the office or agency of
the Corporation in the Borough of Manhattan, The City and State
of New York.
The regular record date with respect to any Interest Payment
Date for the shall mean the or , as the
case may be, next preceding such Interest Payment Date, whether
or not such or is a business day.
In the event that any is called for redemption and
the redemption date is subsequent to a regular record date with
respect to any Interest Payment Date and prior to such Interest
Payment Date, interest on such will be paid upon
presentation and surrender of such as provided in
Section 3.03 of the Indenture.
The Corporation may redeem (subject to the provisions of
Article Three of the Indenture) the issued hereunder on
and after , and before maturity, as a whole or from
time to time in part, at its option, at 100% of the principal
amount to be redeemed, together with accrued interest to the date
fixed for redemption.
The and the Trustee's Certificate to be endorsed
thereon are to be substantially in the following forms:
(FORM OF FACE OF )
(Except as otherwise provided in Section 2.11 of the Indenture,
this Global Security may be transferred, in whole but not in
part, only to another nominee of the Depository or to a successor
Depository or to a nominee of such successor Depository.)**
_______________
*Insert the language that is in parentheses only if a Global
Security is not used and the issue is denominated in U.S.
dollars.
**Insert the language that is in parentheses if a Global
Security is used.
-2-
No. $
GTE CORPORATION
% DUE
GTE CORPORATION, a corporation duly organized and existing
under the laws of the State of New York (herein referred to as
the "Corporation"), for value received, hereby promises to pay to
or registered assigns, the principal sum of
Dollars *** on
, , and to pay interest on said principal sum from
, or from the most recent interest payment date to which
interest has been paid or duly provided for, semi-annually on
and in each year at the rate of % per annum until
the principal hereof shall have become due and payable, and on
any overdue principal (and premium, if any) and (to the extent
that payment of such interest is enforceable under applicable
law) on any overdue installment of interest at the same rate per
annum. The interest installment so payable, and punctually paid
or duly provided for, on any interest payment date will, as
provided in the Indenture hereinafter referred to, be paid to the
person in whose name this (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the
close of business on the regular record date for such interest
installment, which shall be the or , as the case
may be (whether or not a business day), next preceding such
interest payment date. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be
payable to the registered holder on such regular record date, and
may be paid to the person in whose name this (or one or
more Predecessor Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for
the payment of such defaulted interest, notice whereof shall be
given to the registered holders of this series of not less
than 10 days prior to such special record date, or may be paid at
any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the may
be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture hereinafter
referred to. The principal of and premium, if any, and the
interest on this shall be payable at the office or agency
of the Corporation maintained for that purpose in the Borough of
Manhattan, The City of New York, in any coin or currency of the
United States of America which at the time of payment is
legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of
the Corporation by check mailed to the registered holder at such
address as shall appear in the register.
This shall not be entitled to any benefit under
the Indenture hereinafter referred to, be valid or become
obligatory for any purpose until the certificate of
authentication hereon shall have been signed by or on behalf of
the Trustee.
______________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
-3-
The provisions of this are continued on the
reverse side hereof and such continued provisions shall for all
purposes have the same effect as though fully set forth at this
place.
IN WITNESS WHEREOF, the Corporation has caused this
Instrument to be executed.
Dated _______________________
GTE CORPORATION
By
Chairman
Attest:
____________________________
Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the _________ of the series of Securities
described in the within-mentioned Indenture.
The Bank of New York
as Trustee
By
Authorized Officer
-4-
P:S-3:119
(FORM OF REVERSE OF )
This is one of a duly authorized series of
Securities of the Corporation (herein sometimes referred to as
the "Securities"), all issued or to be issued in one or more
series under and pursuant to an Indenture dated as of October 1,
1995, duly executed and delivered between the Corporation and The
Bank of New York, a corporation duly organized and existing under
the laws of the State of New York, Trustee (herein referred to as
the "Trustee"), as supplemented by Supplemental Indenture dated
as of , (said Indenture as so supplemented being
hereinafter referred to as the "Indenture"), to which Indenture
and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Trustee, the
Corporation and the holders of the Securities. By the terms of
the Indenture, the Securities are issuable in series which may
vary as to amount, date of maturity, rate of interest and in
other respects as in the Indenture provided. This series of
is limited in aggregate principal amount to $___,000,000 (or the
equivalent thereof in the case of foreign currencies or currency
equivalents).
In case an Event of Default, as defined in the Indenture,
shall have occurred and be continuing, the principal of all of
the may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and
subject to the conditions provided in the Indenture.
The Indenture contains provisions permitting the Corporation
and the Trustee, with the consent of the holders of not less than
a majority in aggregate principal amount of the Securities of
each series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities
of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Security so affected, or (ii)
reduce the aforesaid percentage of Securities the holders of
which are required to consent to any such supplemental indenture,
without the consent of the holders of each Security then
outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of Securities of such
series, to waive any past default in the performance of any of
the covenants contained in the Indenture, or established pursuant
to the Indenture with respect to such series, and its
consequences, except a default in the payment of the principal
of, or premium, if any, or interest on any of the Securities of
such series. Any such consent or waiver by the registered holder
of this (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such holder and upon all
future holders and owners of this and of any
issued in exchange herefor or in place hereof (whether by
registration of transfer or otherwise), irrespective of whether
or not any notation of such consent or waiver is made upon this
.
-5-
No reference herein to the Indenture and no provision of
this or of the Indenture shall alter or impair the
obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and
interest on this at the time and place and at the rate
and in the money herein prescribed.
The are issuable as registered without
coupons. (The shall be in denominations of $l,000
or any multiple of $l,000.)* (The are issuable in
the form of a Global Security denominated in an amount equal to
the aggregate principal amount of the
. Subject to Section 2.11 of the Indenture,)**
may be exchanged, upon presentation thereof for the purpose, at
the office or agency of the Corporation in the Borough of
Manhattan, The City of New York, for other of
authorized denominations, and for a like aggregate principal
amount and series, and upon payment of a sum sufficient to cover
any tax or other governmental charges in relation thereto. (If
at any time the Depository for the notifies the
Corporation that it is unwilling or unable to continue as
Depository for the or if at any time the Depository
for the shall no longer be registered or in good
standing under the Securities Exchange Act of 1934, as amended,
or other applicable statute or regulation and a successor
Depository for the is not appointed by the
Corporation within 90 days after the Corporation receives such
notice or becomes aware of such condition, as the case may be,
Section 2.11 of the Indenture shall no longer be applicable to
the and the Corporation will execute, and the Trustee
will authenticate and deliver, in definitive
registered form without coupons, in authorized denominations, and
in an aggregate principal amount equal to the principle amount of
the Global Security representing such , in exchange for
such Global Security. In addition, the Corporation may at any
time determine that the shall no longer be
represented by a Global Security and that the provisions of
Section 2.ll of the Indenture shall no longer apply to the
. In such event the Corporation will execute, and the Trustee,
upon receipt of an Officers' Certificate evidencing such
determination by the Corporation, will authenticate and deliver,
in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security, representing such
, in exchange for such Global Security. Upon the
exchange of the Global Security for the in definitive
registered form without coupons, in authorized denominations, the
Global Security shall be cancelled by the Trustee. Such
in definitive registered form issued in exchange for the Global
Security pursuant to Section 2.11(c) of the Indenture shall be
registered in such names and in such authorized denominations as
the Depository, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee.
The Trustee shall deliver such to the persons in whose
names such are so registered, or to the Depository
for delivery to such persons.)**
______________
* Insert the language that is in parentheses only if a Global
Security is not used and the issue is denominated in U.S.
dollars.
** Insert the language that is in parentheses if a Global
Security is used.
-6-
On and after , the may be redeemed,
on not less than 30 nor more than 60 days' prior notice given as
provided in the Indenture, as a whole or from time to time in
part, at the option of the Corporation as follows:
As provided in the Indenture and subject to certain
limitations therein set forth, this is transferable by
the registered holder hereof on the register of the
Corporation, upon surrender of this for registration of
transfer at the office or agency of the Corporation to be
maintained by the Corporation in the Borough of Manhattan, The
City of New York, accompanied by a written instrument or
instruments of transfer in form satisfactory to the Corporation
or the Trustee duly executed by the registered holder hereof or
his attorney duly authorized in writing, and thereupon one or
more new of authorized denominations and for the same
aggregate principal amount and series will be issued to the
designated transferee or transferees. No service charge will be
made for any such transfer, but the Corporation may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
Prior to due presentment for registration of transfer of
this , the Corporation, the Trustee, any paying agent
and any registrar may deem and treat the registered
holder hereof as the absolute owner hereof (whether or not this
shall be overdue and notwithstanding any notice of ownership or
writing hereon made by anyone other than the registrar)
for the purpose of receiving payment of or on account of the
principal hereof (and premium, if any) and interest due hereon
and for all other purposes, and neither the Corporation nor the
Trustee nor any paying agent nor any registrar shall be
affected by any notice to the contrary. (Notwithstanding the
foregoing, except as otherwise provided in Section 2.11 of the
Indenture, this may be transferred, in whole but not
in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor
Depository.)**
No recourse shall be had for the payment of the principal of
(or premium, if any) or the interest on this , or for
any claim based hereon, or otherwise in respect hereof, or based
on or in respect of the Indenture, against any incorporator,
stockholder, officer or director, past, present or future, as
such, of the Corporation or of any predecessor or successor
corporation, whether by virtue of any constitution, statute or
rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof
and as part of the consideration for the issuance hereof,
expressly waived and released.
_____________
** Insert the language that is in parentheses if a Global
Security is used.
-7-
ARTICLE TWO.
Sinking Fund.
(if applicable)
SECTION 2.01. On or before in the year and on
or before in each year thereafter to and including the year
(each such
being hereinafter referred to as a "Sinking Fund Payment Date"),
while any of the are outstanding, the Corporation
shall deposit with the Trustee, as and for a sinking fund, a
payment of $ .***
Such payments shall be made in cash or, in lieu of making
payment of all or any part thereof in cash, the Corporation at
its option may deliver to the Trustee then outstanding
hereunder, and the amount of cash which would otherwise be
required under this Section shall be reduced by the principal
amount of the so delivered.
The Corporation shall, at least one full business day before
each Sinking Fund Payment Date, also pay to the Trustee the
accrued interest due on to be redeemed on such Sinking Fund
Payment Date pursuant to Section 2.02 hereof.
On or before each Sinking Fund Payment Date, the Corporation
may deposit with the Trustee as and for an optional sinking fund,
an additional payment of up to $ .***
The Corporation's obligations under this Section are subject
to the provisions of Sections 2.02 and 2.03 hereof as to credits
which may be taken by the Corporation thereunder.
SECTION 2.02. Not less than forty-five (45) days prior to a
Sinking Fund Payment Date (unless a later date shall be
acceptable to the Trustee), the Chairman, the President or any
Vice President of the Corporation shall (i) notify the Trustee as
to the amount of the Sinking Fund Payment due for that year which
it will satisfy by delivery of , (ii) deliver such
to the Trustee, (iii) notify the Trustee as to the amount of
credit which it will take under Section 2.03 hereof with respect
to the Sinking Fund Payment due for that year and (iv) notify the
Trustee of any which are to be called in anticipation
of future Sinking Fund Payments. Any Sinking Fund Payments
(including the interest accrued and premium, if any, on
to be redeemed) received by the Trustee in cash shall be applied
by the Trustee to the redemption of on the Sinking
Fund Payment Date at the Sinking Fund Redemption Price specified
in the form of set forth herein, in the manner provided
in Article Three of the Indenture, subject to the following
provisions of this Section.
If all or any part of any such Sinking Fund Payment is to be
made in cash as aforesaid, the Trustee shall, at least 35 days
before the Sinking Fund
_____________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
-8-
Payment Date, select as provided in Section 3.02 of the
Indenture, and portions of to be called for
redemption on such date sufficient to exhaust as nearly as may be
the sinking fund moneys held by or payable to the Trustee under
Section 2.01 hereof by such date; but the Trustee shall not cause
any fraction of a $1,000 *** to be so called nor shall
the Trustee be obliged to make such selection or cause any
to be so called whenever it expects to have available for that
purpose less than $25,000 in which case the Trustee shall retain
the resulting balances and apply them with the next succeeding
Sinking Fund
Payment. The Trustee, at least 35 days before the applicable
Sinking Fund Redemption Date, shall give notice to the
Corporation accordingly, specifying the and portions
of to be redeemed, and the Corporation covenants
forthwith to give notice as provided in Section 3.02 of the
Indenture, and to take any other action required so to redeem
such on the applicable Sinking Fund Payment Date; or
the Trustee shall, at the request and at the expense and on
behalf of the Corporation, give such notice and take such action.
All redeemed by the application of money held in
the sinking fund or delivered by the Corporation to the Trustee
on account of any Sinking Fund Payment in lieu of cash shall,
unless already cancelled, be forthwith cancelled by the Trustee.
Money in the sinking fund shall be held by the Trustee
subject to the provisions of Section 7.05 of the Indenture as
security for all the unless and until particular
are selected for redemption, after which to the extent required
for redemption such moneys shall be held in trust for the
so selected.
SECTION 2.03. The Corporation may, in anticipation of its
future sinking fund obligations, call for redemption
on in the year and on in any year thereafter
at the Sinking Fund Redemption Price specified in the form of
set forth herein, in the manner provided in Article Three of the
Indenture, or, in lieu thereof, deliver to the Trustee before
(unless a later date shall be acceptable to the Trustee) in any
such year, then outstanding hereunder (together with
proper instruments of transfer satisfactory to the Trustee);
provided, however, that the aggregate principal amount of
redeemed for cash in any one year through sinking fund payments
under section 2.01 hereof shall not exceed $ ***. There
shall be no limit to the amount of future sinking fund
obligations under Section 2.01 hereof that may be satisfied with
The Corporation shall thereby obtain a credit of 100% of the
principal amount of the so redeemed or delivered,
which it may apply from time to time in any one or more years
against its future sinking fund obligations hereunder.
SECTION 2.04. Nothing in this Article Two shall be deemed
to limit the right of the Corporation (i) to call for
redemption at the applicable Regular Redemption Price as provided
in Section 1.01 hereof or (ii) to purchase or acquire
otherwise and to use so redeemed or so purchased or
acquired in lieu of cash in making or anticipating sinking fund
payments under Sections 2.01 and 2.03 hereof.
______________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
-9-
ARTICLE THREE.
Original Issue of .
SECTION 3.01. in the aggregate principal amount
of
$ ,000,000 may, upon the execution of this Supplemental
Indenture ***, or from time to time thereafter, be executed by
the Corporation and delivered to the Trustee for authentication,
and the Trustee shall thereupon authenticate and deliver said
to or upon the written order of the Corporation, signed by its
Chairman, its President, or any Vice President and its Treasurer
or an Assistant Treasurer, without any further action by the
Corporation.
ARTICLE FOUR.
Sundry Provisions.
SECTION 4.01. Except as otherwise expressly provided in
this Supplemental Indenture or in the form of or
otherwise clearly required by the context hereof or thereof, all
terms used herein or in said form of that are defined
in the Indenture shall have the several meanings respectively
assigned to them thereby.
SECTION 4.02. The Indenture, as supplemented by this
Supplemental Indenture, is in all respects ratified and
confirmed, and this Supplemental Indenture shall be deemed
part of the Indenture in the manner and to the extent herein and
therein provided.
SECTION 4.03. The recitals herein contained are made by the
Corporation and not by the Trustee, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee makes no
representation as to the validity or sufficiency of this
Supplemental Indenture.
SECTION 4.04. This Supplemental Indenture may be
simultaneously executed in several counterparts and all said
counterparts, executed and delivered each as an original, shall
constitute but one and the same instrument.
_______________
*** Substitute foreign currency if denominated in other than U.S.
dollars.
-10-
IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, on the date
or dates indicated in the acknowledgments and as of the day and
year first above written.
GTE CORPORATION
By
Vice President
Attest:
Secretary
THE BANK OF NEW YORK,
as Trustee
By
Vice President
Attest:
Assistant Secretary
-11-
STATE OF CONNECTICUT )
COUNTY OF FAIRFIELD ) ss.:
On the day of , in the year one thousand nine
hundred ninety- , before me personally came to
me known, who, being by me duly sworn, did depose and say that he
resides at ; that he is Vice President of
GTE CORPORATION, one of the corporations described in and which
executed the above instrument; that he knows the corporate seal
of said corporation; that the seal affixed to the said instrument
is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed
his name thereto by like authority.
NOTARY PUBLIC
My Commission Expires
STATE OF NEW YORK )
COUNTY OF NEW YORK ) ss.:
On the day of , in the year one thousand nine
hundred
ninety-_____, before me personally came to me
known, who, being by me duly sworn, did depose and say that he
resides at _______________; that he is of THE BANK OF
NEW YORK, one of the corporations described in and which executed
the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board
of Directors of said corporation and that he signed his name
thereto by like authority.
NOTARY PUBLIC
My Commission Expires
-12-
P:S-3:128
