Exhibit 4.3
______________________________________________________________________________
GTE SOUTH INCORPORATED
AND
THE BANK OF NEW YORK
as Trustee
__________
FIRST SUPPLEMENTAL INDENTURE
Dated as of June 1, 1998
TO
INDENTURE
Dated as of May 1, 1994
__________
______________________________________________________________________________
FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 1998 (herein
called the "First Supplemental Indenture"), between GTE SOUTH INCORPORATED, a
corporation duly organized and existing under the laws of the State of Virginia
(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
May 1, 1994, 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(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 Section 9.01(c) and has determined that the requirements of Section 9.01(c)
have been satisfied 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 Certain Definitions. The Company and Trustee hereby amend
Section 1.01 of the Original Indenture pursuant to Section 9.01(c) of the
Original Indenture to add the following definitions in alphabetical order:
"Depository:
The term "Depository" shall mean, with respect to Securities of any series for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Securities and Exchange Act of 1934, as amended, or other applicable statute or
regulation, which, in each case, shall be designated by the Company pursuant to
either Section 2.01 or 2.11."
and
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"Global Security:
The term "Global Security" shall mean, with respect to any series of
Securities, one or more Securities executed by the Company and authenticated and
delivered by the Trustee to the Depository or pursuant to the Depository's
written instruction (if acceptable to the Trustee) held by the Trustee as
custodian for the Depository, all in accordance with this Indenture, which shall
be registered in the name of the Depository or its nominee."
Section 1.02 Terms of the Securities. The Company and Trustee hereby amend
Section 2.01 of the Original Indenture pursuant to Section 9.01(c) of the
Original Indenture to add a new paragraph (9) to read as follows:
"(9) whether the Securities of the series are issuable as a Global Security
and, in such case, the identity of the Depository for such series; and"
and to renumber the existing paragraph (9) as paragraph (10).
Section 1.03 Regular Record Date. The Company and Trustee hereby amend the
next to last paragraph of Section 2.03 of the Original Indenture in its entirety
pursuant to Section 9.01(c) of the Original Indenture, 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 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 1.04 Exchange of Securities. The Company and Trustee hereby amend
Section 2.05 of the Original Indenture pursuant to Section 9.01(c) of the
Original Indenture to insert a new paragraph at the end of Section 2.05 which
reads as follows:
"The provisions of this Section 2.05 are, with respect to any Global Security,
subject to Section 2.11 hereof."
Section 1.05 Global Securities. The Company and Trustee hereby amend Article
II of the Original Indenture pursuant to Section 9.01(c) of the Original
Indenture to insert a new Section 2.11 at the end of Article II which reads as
follows:
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"Section 2.11 (a) If the Company shall establish pursuant to Section
2.01 that the Securities of a particular series are to be issued as a
Global Security, then the Company shall execute and the Trustee shall, in
accordance with Section 2.04, authenticate and deliver, a Global Security
which (i) shall represent, and shall be denominated in an amount equal to
the aggregate principal amount of, all of the Outstanding Securities of
such series, (ii) shall be registered in the name of the Depository or its
nominee, (iii) shall be delivered by the Trustee to the Depository or
pursuant to the Depository's written instruction or (if acceptable to the
Trustee) held by the Trustee as custodian for the Depository, and (iv)
shall bear a legend substantially to the following effect: `Except as
otherwise provided in Section 2.11 of the Indenture, this 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'.
(b) Notwithstanding the provisions of Section 2.05, the Global Security
of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.05, only to another nominee of the Depository for
such series, or to a successor Depository for such series selected or
approved by the Company or to a nominee of such successor Depository.
(c) If at any time the Depository for a series of Securities notifies
the Company that it is unwilling or unable to continue as Depository for
such series or if at any time the Depository for such series 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 such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, this Section 2.11 shall no longer be
applicable to the Securities of such series and the Company will execute,
and subject to Section 2.05, the Trustee will authenticate and deliver,
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Securities. In addition, the Company may at any time determine that
the Securities of any series shall no longer be represented by a Global
Security and that the provisions of this Section 2.11 shall no longer apply
to the Securities of such series. In such event the Company will execute
and subject to Section 2.05, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate
and deliver Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such series in
exchange for such Global Security. Upon the exchange of the Global Security
for such Securities in definitive registered form without coupons, in
authorized denominations, the Global Security shall be canceled by the
Trustee. Such Securities in
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definitive registered form issued in exchange for the Global Security
pursuant to this Section 2.11(c) 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 Securities to the Depository for
delivery to the persons in whose names such Securities are so registered."
ARTICLE TWO
MISCELLANEOUS
Section 2.01 Effectiveness of Provisions. The provisions of this First
Supplemental Indenture shall be effective only with respect to series of
Securities issued after the date hereof.
Section 2.02 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 2.03 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 2.04 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 2.05 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.
Section 2.06 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.
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Section 2.07 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 2.08 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.
IN WITNESS WHEREOF, the parties hereto have caused this 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 SOUTH INCORPORATED
By: X.X. Xxxxx, Xx.
-----------------------------
Vice President and
Assistant Treasurer
Attest:
By: Xxxxx X. Xxxxxx
-----------------------------
Assistant Secretary
THE BANK OF NEW YORK,
as TRUSTEE
By: Xxxxxx Xxxxxxxx
-----------------------------
Title:
Attest:
By: Xxxxx XxxXxxx-Bash
-----------------------------
Title:
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STATE OF CONNECTICUT )
) ss: Stamford
COUNTY OF FAIRFIELD )
I, the undersigned, a Notary Public in and for the County of Fairfield,
State of Connecticut, do hereby certify that on the 10th day of June, 1998,
before me personally came X. X. Xxxxx, Xx. and Xxxxx X. Xxxxxx, both to me
known and known to me to be a Vice President and Assistant Treasurer and
Assistant Secretary, respectively, of GTE South Incorporated, one of the
corporations described in and which executed the foregoing instrument, and to be
the persons who executed the said instrument for and on behalf of said GTE South
Incorporated as Vice President and Assistant Treasurer and Assistant Secretary,
respectively, who, being by me severally duly sworn, did depose and say that the
said X. X. Xxxxx, Xx. is a Vice President and Assistant Treasurer of said GTE
South Incorporated, and the said Xxxxx X. Xxxxxx is an Assistant Secretary of
said GTE South Incorporated; and that they know the seal of said corporation;
that one of the seals affixed to said instrument is such corporate seal and is
the true and genuine corporate seal of said corporation; that it was so affixed
by order of the Board of Directors of said corporation and that they signed
their names thereto by like order; and they severally further acknowledged that
they signed, sealed and delivered the said instrument for and on behalf of the
said corporation as by the Board of Directors of said corporation directed as
the free and voluntary act and deed of the said corporation and for all the uses
and purposes therein expressed.
IN WITNESS WHEREOF, I have hereunto set my official signature and affixed
my notarial seal this 10th day of June, 1998.
/s/ Xxxxx X. Xxxxxxxxx
______________________________________
Commission Expires June 30, 2001
[NOTARIAL SEAL]
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STATE OF FLORIDA )
) ss:
COUNTY OF XXXXX )
I, the undersigned, a Notary Public in and for the County of Xxxxx, State
of Florida, do hereby certify that on the 10th day of June, 1998, before me
personally came Xxxxx Xxx Xxxx-Bash and Xxxxxx Xxxxxxxx, both to me known and
known to me to be Agents of The Bank of New York, one of the corporations
described in and which executed the foregoing instrument, and to be the persons
who executed the said instrument for and on behalf of said The Bank of New York
as Agents, who, being by me severally duly sworn, did depose and say that the
said Xxxxxx Xxxxxxxx is an Agent of The Bank of New York, and the said Xxxxx
Xxxxxxx is an Agent of The Bank of New York; and that they know the seal of said
corporation; that one of the seals affixed to said instrument is such corporate
seal and is the true and genuine corporate seal of said corporation; that it was
so affixed by order of the Board of Directors of said corporation and that they
signed their names thereto by like order; and they severally further
acknowledged that they signed, sealed and delivered the said instrument for and
on behalf of the said corporation as by the Board of Directors of said
corporation directed as the free and voluntary act and deed of the said
corporation and for all the uses and purposes therein expressed.
IN WITNESS WHEREOF, I have hereunto set my official signature and affixed
my notarial seal this 10th day of June, 1998.
Xxxxxx X. Xxxxxxx
______________________________________
Commission Expires September 29, 2000
[NOTARIAL SEAL]
