Exhibit 4.1.3
CINGULAR WIRELESS LLC,
CINGULAR WIRELESS II, LLC,
NEW CINGULAR WIRELESS SERVICES, INC.
AND
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION
Successor Trustee
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THIRD SUPPLEMENTAL INDENTURE
Dated as of March 4, 2005
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THIRD SUPPLEMENT TO INDENTURE DATED AS OF DECEMBER 12, 2001
THIRD SUPPLEMENTAL INDENTURE, dated as of March 4, 2005 (this "Third
Supplemental Indenture"), by and among Cingular Wireless LLC, a limited
liability company duly organized and existing under the laws of the State
of Delaware (the "Company"), having its principal office at 0000 Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, Cingular Wireless II, LLC, a limited
liability company duly organized and existing under the laws of the State
of Delaware ("Cingular Wireless II"), having its principal office at 0000
Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, New Cingular Wireless
Services, Inc., a Delaware corporation ("New Cingular Wireless") (Cingular
Wireless II and New Cingular Wireless, each a "Co-Obligor," and together
the "Co-Obligors"), having its principal office at 0000 Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, and X.X. Xxxxxx Trust Company, National
Association, a national banking association, as successor Trustee to Bank
One Trust Company, N.A. (the "Trustee").
RECITALS
WHEREAS, the Company has heretofore executed and delivered to the
Trustee a certain indenture, dated as of December 12, 2001 (as supplemented
and amended by a First Supplemental Indenture and a Second Supplemental
Indenture, the "Indenture"), pursuant to which the Company has issued its
5.625% Senior Notes due 2006 (the "2006 Notes"), its 6.50% Senior Notes due
2011 (the "2011 Notes") and its 7.125% Senior Notes due 2031 (the "2031
Notes"), and which provides for the issuance from time to time of its
unsecured debentures, notes or other evidences of indebtedness (together
with the 2006 Notes, the 2011 Notes and the 2031 Notes, the "Securities"),
to be issued in one or more series as in the Indenture provided;
WHEREAS, the Company has furnished the Trustee with (i) an Opinion of
Counsel stating that the execution of this Third Supplemental Indenture is
authorized or permitted by the Indenture, (ii) Officers' Certificates on
behalf of the Company, Cingular Wireless II and New Cingular Wireless
certifying that Board Resolutions authorizing this Third Supplemental
Indenture have been duly adopted and are in full force and effect and that
this Third Supplemental Indenture complies with the requirements of the
Indenture, and (iii) a copy of such Board Resolutions pursuant to which
this Third Supplemental Indenture has been authorized; and
WHEREAS, all things necessary to make this Third Supplemental
Indenture a valid agreement of the Company, each Co-Obligor 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 agreed, for
the equal and proportionate benefit of all Holders of the Securities or of
series thereof, as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions.
For all purposes of this Third Supplemental Indenture, except as
otherwise stated herein, capitalized terms used herein but not otherwise
defined in this Third Supplemental Indenture shall have the respective
meanings assigned to them in the Indenture. Each reference to "herein,"
"hereof" and "hereunder" and other words of similar import contained in the
Indenture shall, after this Third Supplemental Indenture becomes effective,
refer to the Indenture as supplemented hereby.
ARTICLE II
AMENDMENT
Section 2.1 Amendment of Introductory Paragraph.
The first paragraph of the Indenture immediately preceding the first
recital is hereby amended by deleting it and restating it in its entirety
as follows:
"INDENTURE, dated as of December 12, 2001, between Cingular Wireless
LLC, a limited liability company duly organized and existing under the laws
of the State of Delaware (herein called the "Company"), having its
principal office at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000,
Cingular Wireless II, LLC, a limited liability company duly organized and
existing under the laws of the State of Delaware ("Cingular Wireless II"),
having its principal offices at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx
00000, New Cingular Wireless Services, Inc., a corporation duly organized
and existing under the laws of the State of Delaware ("New Cingular
Wireless") (Cingular Wireless II and New Cingular Wireless, each a
"Co-Obligor," and together, the "Co-Obligors"), having its principal
offices at 0000 Xxxxxxxxx Xxxxxxxxx, Xxxxxxx, Xxxxxxx 00000, and X.X.
Xxxxxx Trust Company, National Association, a national banking association,
as successor Trustee to Bank One Trust Company, N.A. (herein called the
"Trustee")."
Section 2.2 Amendment of First Recital.
The first recital of the Indenture is hereby amended by deleting and
restating it in its entirety as follows:
"The Company, through its Manager, has duly authorized the execution
and delivery of this Indenture to provide for the issuance from time to
time of the Company's unsecured debentures, notes or other evidences of
indebtedness (herein called the "Securities"), to be issued in one or more
series as provided in this Indenture."
Section 2.3 Amendment of Certain Definitions.
Section 101 of the Indenture is hereby amended as follows:
(a) by deleting the definition of "Co-Obligor" and restating it in its
entirety as follows:
" "Co-Obligor" means each of the Persons named as a "Co-Obligor" in
the first paragraph of this instrument, and such Person, if any, that
shall have become the successor to any such Person pursuant to the
applicable provisions of this Indenture, whereupon the term
"Co-Obligor" with respect to such original Co-Obligor shall mean such
successor Person.";
(b) by deleting the definition of "Co-Obligation" and restating it in
its entirety as the following:
" "Co-Obligation" means the obligations of the Co-Obligors pursuant to
Section 311(a) hereunder."; and
(c) by deleting the definition of "Manager" and restating it in its
entirety as the following:
" "Manager" means (i) with respect to the Company and Cingular
Wireless II, (x) Cingular Wireless Corporation, a Delaware corporation
("Cingular Wireless Corporation"), and its successors or any successor
that serves as manager of the Company and Cingular Wireless II for so
long as such Person or its successors shall serve as manager for both
the Company and Cingular Wireless II or (y) at any time when such
Person shall cease to serve as manager for either the Company or
Cingular Wireless II, the manager of the Company and the manager of
Cingular Wireless II, as applicable; and (ii) with respect to New
Cingular Wireless, such Affiliate of New Cingular Wireless as
designated by New Cingular Wireless from time to time to act as its
sole agent with respect to all matters relating to this Indenture,
which Affiliate shall be Cingular Wireless Corporation until such time
as the board of directors of New Cingular Wireless shall have notified
the Trustee of the appointment of another Affiliate. References to the
"Manager" herein shall be to the Manager in its capacity as manager of
the Company, its capacity as manager of Cingular Wireless II and its
capacity to act as sole agent on behalf of New Cingular Wireless for
purposes of this Indenture; provided, however, that in the event that
such Person shall cease (A) to serve as manager for either the Company
or Cingular Wireless II, or (B) to be authorized to act on behalf of
New Cingular Wireless for purposes of this Indenture, then references
herein to the "Manager" shall be deemed to be read as each of the
applicable manager of the Company and Cingular Wireless II and any
other Person authorized to act as sole agent on behalf of New Cingular
Wireless for purposes of this Indenture."
Section 2.4 Amendment of Section 105 of the Indenture.
Section 105(2) of the Indenture is hereby amended by replacing the
phrase "or the Co-Obligor" which immediately follows the phrase "the
Company", with the phrase "or any Co-Obligor".
Section 2.5 Amendment of Section 311 of the Indenture.
Section 311 of the Indenture is hereby amended by deleting it and
restating it in its entirety as follows:
"Section 311. Co-Obligation.
(a) Each of the Co-Obligors hereby fully, unconditionally and
irrevocably assumes and agrees to perform and discharge, jointly and
severally with the Company and any other Co-Obligor, the due and punctual
payment of the principal of and any premium and interest on all the
Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed. The
obligations of each Co-Obligor hereunder are primary and not merely those
of a surety. Each Co-Obligor hereby waives diligence, presentment, demand
of payment, any right to require a proceeding first against the Company or
any other Co-Obligor, protest or notice and all demands whatsoever with
respect to the Securities or the indebtedness evidenced thereby, and
covenants that the Co-Obligation hereunder will not be discharged as to the
Indenture except as contemplated by Section 401 of this Indenture or as to
any of the Securities except as contemplated by Article Thirteen of this
Indenture and, in each case, and upon the satisfaction of the conditions
under such Section or Article by one of the Company or any Co-Obligor. In
addition, each Co-Obligor agrees to be bound by, and observe and perform,
the terms of this Indenture as if all references herein to the "Company"
were to each Co-Obligor and the Company, jointly and severally.
(b) The Co-Obligation shall be valid and obligatory with respect to
any Security that heretofore or hereinafter has been authenticated and
delivered hereunder.
(c) Each Co-Obligor hereby agrees, if requested by the Company, to
execute the Co-Obligation substantially to the effect above recited to be
endorsed on the Securities of any series authenticated and delivered
hereunder. The Company and each Co-Obligor hereby agree, if requested by
the Trustee, to execute and deliver to the Trustee for authentication new
Securities of any series of Outstanding Securities with such Co-Obligation
endorsed thereon (and otherwise identical to the old Securities) together
with a Company Order for authentication and delivery of such new
Securities, and the Trustee hereby agrees, if requested by the Company, in
accordance with the Company Order to authenticate and deliver such new
Securities in exchange for Outstanding Securities of such series. Any
Co-Obligation endorsed on any Securities shall be executed on behalf of a
Co-Obligor by its Manager, if applicable, and may, but need not be,
attested by any of the its Manager's officers, which signatures may be
manual or facsimile. Any Co-Obligation endorsed on any Securities bearing
the manual or facsimile signatures of individuals who were at any time the
proper officers of such Co-Obligor's Manager, as applicable, shall bind
such Co-Obligor, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of
such Co-Obligation endorsed on such Securities or did not hold such offices
at the date of such Securities. In case any individual who shall have
signed any Co-Obligation on behalf of a Co-Obligor shall cease to be a
proper officer before the Securities on which such Co-Obligation is
endorsed shall have been authenticated and delivered by the Trustee or
disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the individual who
signed such Co-Obligation had not ceased to be a proper officer, and any
Co-Obligation may be signed on behalf of a Co-Obligor by such individuals
as, at the actual date of the execution of such Co-Obligation, shall be the
proper officers of that Co-Obligor, although at the date of such Securities
or of the execution of this Indenture any such individual was not such an
officer."
ARTICLE III
MISCELLANEOUS
Section 3.1 Effectiveness.
The amendments to the Indenture set forth in Article II of this Third
Supplemental Indenture shall only become effective upon the execution of
this Third Supplemental Indenture in accordance with the requirements of
Article Nine of the Indenture.
Section 3.2 Confirmation of Indenture.
As amended and modified by this Third Supplemental Indenture, the
Indenture is in all respects ratified and confirmed and the Indenture and
this Third Supplemental Indenture shall be read, taken and construed as one
and the same instrument.
Section 3.3 Governing Law.
This Third Supplemental Indenture shall be governed by and construed
in accordance with the law of the State of New York without regard to
conflicts of law principles thereof.
Section 3.4 Counterparts.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed all as of the day and year first
above written.
CINGULAR WIRELESS LLC
By: CINGULAR WIRELESS CORPORATION,
as Manager
By /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President, Treasurer and
Corporate Development
Attest:
By /s/ Xxxxxxx X. Xxxxxx
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Assistant Secretary
CINGULAR WIRELESS II, LLC
By: CINGULAR WIRELESS CORPORATION,
as Manager
By /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President, Treasurer and
Corporate Development
Attest:
By /s/ Xxxxxxx X. Xxxxxx
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Assistant Secretary
NEW CINGULAR WIRELESS SERVICES, INC.
By /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President, Treasurer and
Corporate Development
Attest:
By /s/ Xxxxxxx X. Xxxxxx
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Assistant Secretary
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee
By /s/ Xxxx Xxxx Xxxxxx
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Name: Xxxx Xxxx Xxxxxx
Title: Vice President
Attest:
By /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Vice President and Trust Officer
