EXHIBIT 4.7
FORM OF SUPPLEMENTAL INDENTURE
TO AMENDED AND RESTATED DECLARATION OF TRUST
This FIRST SUPPLEMENTAL INDENTURE TO THE AMENDED AND RESTATED
DECLARATION OF TRUST, dated as of May 22, 1998 (the "First Supplemental
Indenture to the Declaration of Trust"), 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 Trustees.
W I T N E S S E T H:
WHEREAS, TDS Iowa and the Trustees are parties to an Amended and
Restated Declaration of Trust, dated as of November 18, 1997 (the
"Declaration of Trust"), relating to TDS Capital [I] [II], a trust (the
"Trust") established for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in certain Subordinated Debentures
of TDS Iowa;
WHEREAS, capitalized terms herein, not otherwise defined, shall have
the same meanings given them in the Declaration of Trust;
WHEREAS, TDS Iowa has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture to the Declaration
of Trust in order to supplement and amend the Declaration of Trust 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 14.1 of the Declaration of Trust provides that a
supplemental indenture may be entered into by TDS Iowa and the Trustees to
evidence the succession of another corporation to the Sponsor and the
assumption by the successor corporation of the covenants, agreements and
obligations of TDS Iowa;
WHEREAS, all things necessary to make this First Supplemental
Indenture to the Declaration of Trust a valid agreement of TDS Iowa, TDS
Delaware and the Trustee and a valid amendment of and supplement to the
Declaration of Trust have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE TO THE
DECLARATION OF TRUST 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 guarantee of the due and
punctual payment, performance and observance of all the covenants, conditions
and other obligations of the Declaration of Trust 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 Declaration of Trust with
the same effect as if TDS Delaware had been named as TDS Iowa therein.
Section 2. REFERENCE TO AND EFFECT ON THE DECLARATION OF TRUST.
(a) On and after the date of this First Supplemental Indenture to
the Declaration of Trust, each reference in the Declaration of Trust to "this
Agreement," "hereunder," "hereof," or "herein" shall mean and be a reference
to the Declaration of Trust as supplemented by this First Supplemental
Indenture to the Declaration of Trust.
(b) Except as specifically amended above, the Declaration of Trust
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 Declaration of Trust.
(d) This First Supplemental Indenture to the Declaration of Trust
shall be effective at the time the Merger is effective.
Section 3. GOVERNING LAW
This First Supplemental Indenture to the Declaration of Trust shall
be governed by, and construed and enforced in accordance with, the laws of the
jurisdiction which govern the Declaration of Trust and its construction.
-2-
Section 4. COUNTERPARTS AND METHOD OF EXECUTION
This First Supplemental Indenture to the Declaration of Trust 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 5. SECTION TITLES
Section titles are for descriptive purposes only and shall not
control or alter the meaning of this First Supplemental Indenture to the
Declaration of Trust as set forth in the text.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to the Declaration of Trust 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.
----------------------------------------
as Trustee
----------------------------------------
as Trustee
----------------------------------------
as Trustee
-3-
THE FIRST NATIONAL BANK OF CHICAGO
Not in its individual capacity but
solely as Property Trustee
By:______________________________________
Name:
Title:
FIRST CHICAGO DELAWARE INC.
Not in its individual capacity but
solely as Delaware Trustee
By:______________________________________
Name:
Title:
TELEPHONE AND DATA SYSTEMS, INC.,
an Iowa Corporation, as Sponsor
By:______________________________________
XxXxx X. Xxxxxxx, Xx.
President
TELEPHONE AND DATA SYSTEMS, INC.,
a Delaware Corporation, as Sponsor
By:______________________________________
XxXxx X. Xxxxxxx, Xx.
President
-4-
