Exhibit 2
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of November 28, 2001 (the
"First Supplemental Indenture"), is entered into by and among Telephone and Data
Systems, Inc., a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), and BNY Midwest Trust Company, an Illinois
trust company, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are parties to an Indenture, dated as
of November 1, 2001 (the "Indenture"), relating to the issuance from time to
time by the Company of its Securities on terms to be specified at the time of
issuance;
WHEREAS, Section 9.01 of the Indenture provides that a supplemental
indenture may be entered into by the Company and the Trustee, without the
consent of any Holders of Securities, to establish the form or terms of
securities of any series as permitted by Section 2.01 of the Indenture, add to
the covenants of the Company, add provisions that are not inconsistent with the
other provisions and do not adversely affect the rights of holders of Securities
and to add Events of Default with respect to all or any series of outstanding
Securities;
WHEREAS, pursuant to Section 9.01(b), (d), (e) and (f) of the Indenture,
this First Supplemental Indenture does not require the consent of any holders of
Securities; and
WHEREAS, all things necessary to make this First Supplemental Indenture a
valid agreement of the Company, the Company and the Trustee and a valid
amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the issuance of the Series of
Securities provided for herein, the Company and the Trustee mutually covenant
and agree for the equal and proportionate benefit of the respective Holders of
the Securities of each such Series as follows:
ARTICLE ONE
RELATION TO INDENTURE; DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.1 RELATION TO INDENTURE. This Supplemental Indenture constitutes
an integral part of the Indenture.
SECTION 1.2 DEFINITIONS. For all purposes of this Supplemental Indenture,
the following terms shall have the respective meanings set forth in this
Section.
"Assets" means the gross dollar amount of assets, as defined by generally
accepted accounting principles, less accumulated depreciation and amortization.
"Capitalized Rent"
means the present value (discounted semi-annually at a discount rate equal to
the weighted average rate of interest borne by the Securities then Outstanding)
of the total net amount of rent payable for the remaining term of any lease of
property by the Company (including any period for which any lease has been
extended); PROVIDED, HOWEVER, that no such rental obligation shall be deemed to
be Capitalized Rent unless the lease resulted from a Sale and Leaseback
Transaction. The total net amount of rent payable under any lease for any period
shall be the total amount of the rent payable by the lessee with respect to such
period but shall not include amounts required to be paid on account of
maintenance and repairs, insurance, taxes assessments, water rates, sewer rates
and similar charges.
"Capital Stock" means and includes any and all shares, interests,
participations or other equivalents (however designated) of ownership in a
corporation or other Person.
"Consolidated Assets" means the Assets of the Company and its Subsidiaries
determined on a consolidated basis as of the end of the Company's then most
recently reported fiscal year or quarter, as the case may be, including minority
interests in Subsidiaries.
"Control" means ownership of voting power sufficient to elect a majority of
the directors or other members of the governing body of any Person.
"Debt" means, with respect to a Person, all obligations of such Person for
borrowed money and all such obligations of any other Person for borrowed money
guaranteed by such Person.
"Funded Debt" means any Debt maturing by its terms more than one year from
its date of issuance (notwithstanding that any portion of such Debt is included
in current liabilities).
"Lien" means any mortgage, pledge, security interest, lien, charge or other
encumbrance.
"property" means any directly-held interest of a Person in any kind of
property or asset whether real, personal or mixed and whether tangible or
intangible, and includes capital stock or other ownership interests or
participations in or indebtedness of a subsidiary or other Person.
"Sale and Leaseback Transaction" means any arrangement with any Person
other than a Tax Consolidated Subsidiary providing for the leasing (as lessee)
by the Company of any property (except for temporary leases for a term,
including any renewal thereof, of not more than three years (providing that any
such temporary lease may be for a term of up to five years if (a) the Board of
Directors of the Company reasonably finds such term to be in the best interest
of the Company and (b) the primary purpose of the transaction of which such
lease is part is not to provide funds to or financing for the Company)), which
property has been or is to be sold or transferred by the Company (i) to any
subsidiary of the Company in contemplation of or in connection with such
arrangement or (ii) to such other Person.
"Secured Debt" means Debt of the Company secured by any Lien on property
(including Capital Stock or indebtedness of subsidiaries of the Company) owned
by the Company.
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"Tax Consolidated Subsidiary" means a subsidiary of the Company in respect
of which, at the time a Sale and Leaseback Transaction is entered into by the
Company, the Company would be entitled to file a consolidated federal income tax
return.
"USCC" means United States Cellular Corporation.
Capitalized terms used herein without definition shall have the same
meanings given them in the Indenture.
SECTION 1.3 RULES OF CONSTRUCTION. For all purposes of this Supplemental
Indenture:
(a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture;
(c) the terms "herein", "hereof', "hereunder" and other words of similar
import refer to this Supplemental Indenture; and
(d) in the event of a conflict with the definition of terms in the
Indenture, the definitions in this Supplemental Indenture shall control.
ARTICLE TWO
THE SECURITIES
There is hereby established a Series of Securities pursuant to the
Indenture with the following terms:
SECTION 2.1 TITLE OF THE SECURITIES. The Series of Securities shall be
designated the 7.60% Series A Notes due 2041 (the "Notes").
SECTION 2.2 LIMITATION ON AGGREGATE PRINCIPAL AMOUNT. The Notes will be
initially issued in an aggregate principal amount of $500,000,000 (except for
Notes authenticated and delivered upon registration of transfer of, in exchange
for or in lieu of other Notes). The aggregate principal amount of Notes which
may be authenticated and delivered shall be limited to $500,000,000.
SECTION 2.3 FORM AND DATING.
(a) GENERAL. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $25.00 and integral multiples thereof.
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The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Supplemental Indenture, and the Company
and the Trustee, by their execution and delivery of this Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Notes conflicts with the express provisions
of this Supplemental Indenture, the provisions of this Supplemental Indenture
shall govern and be controlling.
(b) BOOK-ENTRY PROVISIONS. The Notes shall be issued initially in global
form and the Company hereby designates The Depository Trust Company as the
initial Depositary for the Global Securities. Except as provided in Section 2.11
of the Indenture, owners of beneficial interests in Global Securities will not
be entitled to receive physical delivery of certificated Notes.
SECTION 2.4 OPTIONAL REDEMPTION. The Notes may be redeemed at the option of
the Company, in whole or in part, at any time on and after December 5, 2006 at a
redemption price equal to 100% of the principal amount of the Notes being
redeemed on the redemption date, plus accrued and unpaid interest thereon to the
redemption date. The Company shall mail notice of any redemption at least 30
days but not more than 60 days before the redemption date to each registered
Holder of the Notes to be redeemed. Once notice of redemption is mailed, the
Notes called for redemption will become due and payable on the redemption date
and at the applicable redemption price, plus accrued and unpaid interest to the
redemption date.
ARTICLE THREE
ADDITIONAL COVENANTS OF THE COMPANY
SECTION 3.1 LIMITATIONS ON SECURED DEBT. So long as any of the Notes remain
Outstanding, the Company will not create or incur any Secured Debt without in
any such case effectively providing concurrently with the creation or incurrence
of any such Secured Debt that the Notes then Outstanding (together with, if the
Company shall so determine, any other Debt of or guaranteed by the Company
ranking equally with the Notes and then existing or thereafter created) shall be
secured equally and ratably with (or, at the option of the Company, prior to)
such Secured Debt, unless immediately after the incurrence of such Secured Debt
(and after giving effect to the application of the proceeds, if any, therefrom),
the aggregate principal amount of all such Secured Debt, together with the
principal amount of all such Secured Debt, together with the aggregate amount of
Capitalized Rent in respect of Sale and Leaseback Transactions described in
clauses (a) to (f), inclusive, of Section 3.2, would not exceed 20% of the
Consolidated Assets; PROVIDED, HOWEVER, that the foregoing restrictions shall
not apply to, and there shall be excluded in computing Secured Debt for the
purpose of such restrictions, Secured Debt secured by:
(a) Liens on property existing at the time of acquisition of such
property by the Company, or Liens to secure the payment of all or any part
of the purchase price of property acquired or constructed by the Company
(including any improvements to
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existing property) created at the time of or within 270 days following the
acquisition of such property by the Company, or Liens to secure any Secured
Debt incurred by the Company prior to, at the time of or within 270 days
following the acquisition of such property, which Secured Debt is incurred
for the purpose of financing all or any part of the purchase price thereof;
PROVIDED, HOWEVER, that in the case of any such acquisition, the Lien shall
not apply to any property theretofore owned by the Company (including
property transferred by the Company to any subsidiary of the Company in
contemplation of or in connection with the creation of such Lien) or to any
property of the Company other than the property so acquired (other than, in
the case of construction or improvement, any theretofore unimproved real
property or portion thereof on which the property so constructed, or
improvement, is located);
(b) Liens on property of a person (i) existing at the time such
Person is merged into or consolidated with the Company or at the time of a
sale, lease or other disposition of the properties of a Person as an
entirety or substantially as an entirety to the Company, (ii) resulting
from such merger, consolidation, sale, lease or disposition by virtue of
any Lien on property granted by the Company prior to such merger,
consolidation, sale, lease or disposition (and not in contemplation thereof
or in connection therewith) which applies to after-acquired property of the
Company or (iii) resulting from such merger, consolidation, sale, lease or
disposition pursuant to a Lien or contractual provision granted or entered
into by such Person prior to such merger, consolidation, sale, lease or
disposition (and not at the request of the Company); PROVIDED, HOWEVER,
that any such Lien referred to in clause (i) shall not apply to any
property of the Company other than the property subject thereto, at the
time such Person or properties were acquired and any such Lien referred to
in clause (ii) or (iii) shall not apply to any property of the Company
other than the property so acquired;
(c) Liens existing on the date of this Supplemental Indenture;
(d) Liens in favor of a government or governmental entity to secure
partial progress, advance or other payments, or other obligations, pursuant
to any contract or statute or to secure any Debt incurred for the purpose
of financing all or any part of the cost of acquiring, constructing or
improving the property subject to such Liens (including, without
limitation, Liens incurred in connection with pollution control, industrial
revenue, private activity bond or similar financing);
(e) Liens arising by reason of deposits with, or the giving of any
form of security to, any governmental agency or any body created or
approved by law or governmental regulation, which Lien is required by law
or governmental regulation as a condition to the transaction of any
business or the exercise of any privilege, franchise, license or permit;
(f) Liens for taxes, assessments or governmental charges or levies
not yet delinquent or governmental charges or levies already delinquent,
the validity of which charge or levy is being contested in good faith and
for which any reserves required in accordance with generally accepted
accounting principles have been established;
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(g) Liens (including judgment liens) arising in connection with legal
proceedings so long as such proceedings are being contested in good faith
and, in the case of judgment liens, execution thereon is stayed and for
which any reserves required in accordance with generally accepted
accounting principles have been established;
(h) Liens on any equity interests owned by the Company or by any of
its subsidiaries in (i) Deutsche Telekom AG, Rural Cellular Corporation,
Illuminet Holdings, Inc., Vodafone Group plc or any of their respective
successors, or (ii) any other person or persons that are not directly, or
indirectly through one or more intermediaries, controlled by the Company or
by any of its subsidiaries;
(i) Liens upon or in any property or assets now owned or from time to
time hereafter acquired by USCC or any of its subsidiaries related in any
way to the ownership by USCC or by any of its subsidiaries of wireless
telecommunications towers, including, but not limited to, tower structures,
land on which towers are located, other real estate associated with such
towers, leases for towers or for tower sites, subleases, licenses,
collocation arrangements, easements and all other real property and other
tangible or intangible assets related thereto;
(j) Liens securing indebtedness of TDS or of any of its Subsidiaries
to the Rural Electrification Administration, Rural Utility Service, Rural
Telephone Bank or the Rural Telephone Finance Cooperative or successors
thereto;
(k) Liens incurred and deposits made in the ordinary course of
business to secure surety and appeal bonds, leases, return-on-money bonds
and other similar obligations, exclusive of obligations for the payment of
borrowed money; and
(l) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of any Lien referred to in
the foregoing clauses (a) to (k), inclusive; PROVIDED, HOWEVER, that the
principal amount of Secured Debt secured thereby shall not exceed the
principal amount of Secured Debt secured thereby at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the property which secured
the Lien so extended, renewed or replaced (plus improvements to such
property).
3.2 LIMITATION ON SALE AND LEASEBACK. The Company will not enter into any
Sale and Leaseback Transaction unless immediately thereafter (and after giving
effect to the application of the proceeds, if any, therefrom), the aggregate
amount of Capitalized Rent in respect of Sale and Leaseback Transactions,
together with the aggregate principal amount of all Secured Debt (other than
Secured Debt described in clauses (a) to (l), inclusive, of Section 3.1, would
not exceed 20% of Consolidated Assets; PROVIDED, HOWEVER, that the foregoing
restrictions shall not apply to, and there shall be excluded in computing the
aggregate amount of Capitalized Rent for the purpose of such restrictions, the
following Sale and Leaseback Transactions:
(a) any Sale and Leaseback Transaction entered into to finance the
payment of all or any part of the purchase price of property acquired or
constructed by the Company (including any improvements to existing
property) or entered into prior to, at
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the time of or within 270 days after the acquisition or construction of
such property, which Sale and Leaseback Transaction is entered into for the
purpose of financing all or party of the purchase or construction price
thereof; PROVIDED, HOWEVER, that in the case of any such acquisition, such
Sale and Leaseback Transaction shall not involve any property transferred
by the Company to a subsidiary of the Company in contemplation of or in
connection with such Sale and Leaseback Transaction or involve any property
of the Company other than the property so acquired (other than, in the case
of construction or improvement, any theretofore unimproved real property or
portion thereof on which the property so constructed, or the improvement,
is located);
(b) any Sale and Leaseback Transaction involving property of a Person
existing at the time such Person is merged into or consolidated with the
Company or at the time of a sale, lease or other disposition of the
properties of a Person as an entirety or substantially as an entirety to
the Company;
(c) any Sale and Leaseback Transaction in which the lessor is a
government or governmental entity and which Sale and Leaseback Transaction
is entered into to secure partial progress, advance or other payments, or
other obligations, pursuant to any contract or statute or to secure any
Debt incurred for the purpose of financing all or any part of the cost of
constructing or improving the property subject to such Sale and Leaseback
Transaction (including, without limitation, Sale and Leaseback Transactions
incurred in connection with pollution control, industrial revenue, private
activity bond or similar financing);
(d) any Sale and Leaseback Transaction involving any property or
assets now owned or from time to time hereafter acquired by U.S. Cellular
or any of its subsidiaries related in any way to the ownership by U.S.
Cellular or by any of its subsidiaries of wireless telecommunications
towers, including, but not limited to, tower structures, land on which
towers are located, other real estate associated with such towers, leases
for towers or for tower sites, subleases, licenses, collocation
arrangements, easements and all other real property and other tangible or
intangible assets related thereto;
(e) any Sale and Leaseback Transaction the net proceeds of which are
at least equal to the fair value (as determined by the Board of Directors
of the Company) of the property leased pursuant to such Sale and Leaseback
Transaction, so long as within 270 days of the effective date of such Sale
and Leaseback Transaction, the Company applies (or irrevocably commits to
an escrow account for the purpose or purposes hereinafter mentioned) an
amount equal to the net proceeds of such Sale and Leaseback Transaction to
either (x) the purchase of other property having a fair value at least
equal to the fair value of the property leased in such Sale and Leaseback
Transaction and having a similar utility and function, or (y) the
retirement or repayment (other than any mandatory retirement or repayment
at maturity) of (i) Notes, (ii) other Funded Debt of the Company which
ranks prior to or in a parity with the Notes or (iii) indebtedness of any
subsidiary of the Company maturing by its terms more than one year from its
date of issuance (notwithstanding that any portion of such indebtedness is
included in current liabilities) or preferred stock of any subsidiary of
the Company (other than any such indebtedness owed to or preferred stock
owned by the Company or any subsidiary of the Company);
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PROVIDED, HOWEVER, that in lieu of applying an amount equivalent to all or
any part of such net proceeds to such retirement or repayment (or
committing such an amount to any escrow account for such purpose), the
Company may deliver to the Trustee Outstanding Notes and thereby reduce the
amount to be applied pursuant to (y) of this clause (e) by an amount
equivalent to the aggregate principal amount of the Notes so delivered; and
(f) any Sale and Leaseback Transaction involving the extension,
renewal or replacement (or successive extensions, renewals or replacements)
in whole or in part of a lease pursuant to a Sale and Leaseback Transaction
referred to in the foregoing clauses (a) to (e), inclusive; PROVIDED,
HOWEVER, that such lease extension, renewal or replacement shall be limited
to all or any part of the same property leased under the lease so extended,
renewed or replaced (plus improvements to such property).
ARTICLE FOUR
ADDITIONAL REMEDIES OF THE TRUSTEE
AND SECURITYHOLDERS ON EVENTS OF DEFAULT
SECTION 4.1 ADDITIONAL EVENTS OF DEFAULT. In addition to the "Events of
Default" provided for in Section 6.01 of the Indenture, the following shall also
constitute "Events of Default" with respect to the Notes as contemplated by
Section 6.01(a)(6) of the Indenture:
(i) a default occurs under any instrument (including this Indenture)
under which there is at the time outstanding, or by which there may be
secured or evidenced, any indebtedness of the Company for money borrowed by
the Company (other than non-recourse indebtedness) which results in
acceleration (whether by declaration or automatically) of, or the non
payment at maturity (after giving effect to any applicable grace period)
of, such indebtedness in an aggregate amount exceeding 2% of Consolidated
Assets, in which case the Company shall immediately give notice to the
Trustee of such acceleration or non-payment and (ii) there shall have been
a failure to cure such default or to discharge all such defaulted
indebtedness within ten days after notice thereof to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the Notes then Outstanding (excluding, if such
defaulted indebtedness includes the Notes, such Notes) and such
acceleration shall not be rescinded or annulled; PROVIDED, HOWEVER, that it
shall not constitute an Event of Default hereunder as long as the Company
is contesting any such default or acceleration in good faith and by
appropriate proceedings.
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
SECTION 5.1 RATIFICATION. The Indenture, as supplemented and amended by
this Supplemental Indenture, is in all respects hereby adopted, ratified and
confirmed
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SECTION 5.2 GOVERNING LAW. This First Supplemental Indenture shall be
governed by, and construed and enforced in accordance with, the laws of the
jurisdiction which govern the Indenture and its construction.
SECTION 5.3 COUNTERPARTS AND METHOD OF EXECUTION. This First Supplemental
Indenture 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 5.4 SECTION TITLES. Section titles are for descriptive purposes
only and shall not control or alter the meaning of this First Supplemental
Indenture as set forth in the text.
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IN WITNESS WHEREOF, the Parties hereto have caused this First Supplemental
Indenture 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.
TELEPHONE AND DATA SYSTEMS, INC.,
a Delaware corporation
By: /s/ XxXxx X. Xxxxxxx, Xx.
----------------------------------------
Name: XxXxx X. Xxxxxxx, Xx.
Title: President and Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and Chief
Financial Officer
BNY MIDWEST TRUST COMPANY,
Trustee, an Illinois Trust Company
By: /s/ Xxxx Xxxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxxx
Title: Assistant Vice President
SIGNATURE PAGE TO FIRST
SUPPLEMENTAL INDENTURE
RE: SERIES A NOTES OF TDS
EXHIBIT A TO FIRST SUPPLEMENTAL INDENTURE
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
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.
No. _____ CUSIP: 879433 87 8
ISIN: US8794338785
TELEPHONE AND DATA SYSTEMS, INC.
7.60% SERIES A NOTES DUE 2041
Principal Amount: $_____________
Stated Maturity Date: December 1, 2041
Original Issue Date: December 5, 2001
Interest Rate: 7.60% per annum
TELEPHONE AND DATA SYSTEMS, INC., a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the Principal Amount specified above on the Stated
Maturity Date specified above, and to pay interest on said Principal Amount from
December 5, 2001 at the Interest Rate specified above on January 1, 2002 and
thereafter quarterly on January 1, April 1, July 1 and October 1 of each year
(each an "Interest Payment Date"), until the Principal Amount will have been
paid or duly provided for.
On an Interest Payment Date, interest will be paid to the persons in
whose names the Notes were registered as of the Record Date (the "Record Date").
With respect to any Interest Payment Date, while the Notes remain in the form of
a Global Security, the Record Date will be one Business Day prior to the
relevant Interest Payment Date.
The amount of interest payable for any period will be computed on the
basis of twelve 30-day months and a 360-day year. The amount of interest payable
for any period shorter than a full quarterly interest period will be computed on
the basis of the number of days elapsed in a 90-day quarter of three 30-day
months. If any Interest Payment Date falls on a Saturday, Sunday, legal holiday
or a day on which banking institutions in the City of New York are authorized by
law to close, then payment of interest will be made on the next succeeding
business day and no additional interest will accrue because of the delayed
payment.
Payment of the principal of this Note and the interest thereon will be
made at the office or agency of the Company in the Borough of Manhattan, City
and State of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for payment of public and private
debts.
The Notes are issuable only in registered form without coupons in
denominations of $25 and any integral multiple thereof.
The Notes will be redeemable at the option of the Company, in whole or
in part, at any time on and after December 5, 2006, upon not less than 30 nor
more than 60 days notice, at a redemption price equal to 100% of the principal
amount redeemed plus accrued and unpaid interest to the redemption date.
In case of any partial redemption, selection of the Notes for
redemption will be made by the Trustee on a pro rata basis, by lot or by such
other method as the Trustee in its sole discretion shall deem to be fair and
appropriate, although no Note of $25 in principal amount at maturity or less
shall be redeemed in part. If any Note is to be redeemed in part only, the
notice of redemption relating to such Note shall state the portion of the
principal amount thereof to be redeemed. A new Note in principal amount at
maturity equal to the unredeemed portion thereof will be issued in the name of
the holder thereof upon cancellation of the original Note.
This Note is one of a duly authorized series of Securities of the
Company (herein sometimes referred to as the "Notes"), issuable in one or more
series under and pursuant to an Indenture dated as of November 1, 2001 duly
executed and delivered between the Company and BNY Midwest Trust Company, as
Trustee (herein referred to as the "Trustee"), and have been designated pursuant
to the First Supplemental Indenture thereto dated November 28, 2001 (such
Indenture, as originally executed and delivered and as thereafter supplemented
and amended being herein after referred to as the "Indenture"). Reference is
made to the Indenture and all indentures supplemental thereto for a description
of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the Notes. By the
terms of the Indenture, 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 Note is one of the series of Notes designated on the
face hereof.
Notes may be exchanged upon presentation thereof at the office or
agency of the Company designated for such purpose, for other Notes of authorized
denominations, and for a like aggregate principal amount, upon payment of a sum
sufficient to cover any tax or other governmental charge in relation thereto,
all as provided in the Indenture. In respect of any Notes so surrendered for
exchange, the Company will execute, the Trustee will authenticate and such
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office or agency will deliver in exchange therefor the Note or Notes of the same
series which the Securityholder making the exchange will be entitled to receive,
bearing numbers not contemporaneously outstanding.
The Company will keep, or cause to be kept, at its office or agency
designated for such purpose in the Borough of Manhattan, the City and State of
New York, or such other location designated by the Company a register or
registers (herein referred to as the "Note Register") in which, subject to such
reasonable regulations as it may prescribe, the Company will register the Notes
and the transfers of Notes. The registrar for the purpose of registering Notes
and transfer of Notes will initially be the Trustee or such other person as may
be subsequently appointed as authorized by Board Resolution or Company Order
(the "Note Registrar").
Upon surrender for transfer of any Note at the office or agency of the
Company designated for such purpose in the Borough of Manhattan, the City and
State of New York, or other location as aforesaid, the Company will execute, the
Trustee will authenticate and such office or agency will deliver in the name of
the transferee or transferees a new Note or Notes presented for a like aggregate
principal amount.
All Notes presented or surrendered for exchange or registration of
transfer will be accompanied (if so required by the Company or the Note
Registrar) by a written instrument or instruments of transfer, in form
satisfactory to the Company or the Note Registrar, duly executed by the
registered holder or by his duly authorized attorney in writing.
Except as provided in the Indenture, no service charge will be
assessed for any exchange or registration of transfer of Notes, or issue of new
Notes in case of partial redemption, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge in relation thereto
as provided in the Indenture.
The Company will neither be required (i) to issue, exchange or
register the transfer of any Notes during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of less
than all the outstanding Notes and ending at the close of business on the day of
such mailing, nor (ii) to register the transfer of or exchange any Notes or
portions thereof called for redemption.
As long as this Note is represented in global form (the "Global
Security") registered in the name of The Depositary Trust Company or its
nominee, except as provided in the Indenture and subject to certain limitations
therein set forth, no Global Security shall be exchangeable or transferable.
So long as any Notes remain outstanding, the Company agrees to
maintain an office or agency with respect to each such series, which will be in
the Borough of Manhattan, the City and State of New York or at such other
location or locations as may be designated as provided in the Indenture, where
(i) Notes may be presented for payment, (ii) Notes may be presented as for
registration of transfer and exchange, and (iii) notices and demands to or upon
the Company in respect of the Notes of that series and this Indenture may be
given or served, such designation to continue with respect to such office or
agency until the Company will, by written notice signed by an Authorized Officer
and delivered to the Trustee, designate some
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other office or agency for such purposes or any of them. The Company may also
from time to time designate one or more other offices or agencies for the
foregoing purposes within or outside the Borough of Manhattan, City of New York,
and may from time to time rescind such designations.
The Trustee or its agent at its offices in New York, New York will
initially act as Notes Registrar and paying agent for the Notes.
The Notes are not subject to any sinking fund.
If an Event of Default (as defined in the Indenture) with respect to
the Notes shall occur and be continuing, the principal plus any accrued interest
may be declared due and payable in the manner and with the effect and subject to
the conditions provided in the Indenture.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Note upon compliance by the Company with certain
conditions set forth therein.
Prior to the due presentment for registration of transfer of any
Notes, the Company, the Trustee, any paying agent and any Note Registrar may
deem and treat the person in whose name such Note will be registered upon the
books of the Company as the absolute owner of such Note (whether or not such
Note will be overdue and notwithstanding any notice of ownership or writing
thereon made by anyone other than the Note Registrar) for the purpose of
receiving payment of or on account of the principal of and premium, if any, and
(subject to the Indenture) interest on such Note and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Note Registrar
will be affected by any notice to the contrary.
The Company and the Trustee may execute supplemental indentures
without the consent of any holder of Notes for certain purposes as specified in
the Indenture and with the consent of the holders of not less than a majority in
aggregate principal amount of the Securities for certain other purposes as
specified in the Indenture.
No recourse will be had for the payment of the principal of or the
interest on this Note, 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
Company 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.
This Note will be deemed to be a contract under the laws of the State
of Illinois, and for all purposes will be construed in accordance with the laws
of such State, except as may otherwise be required by mandatory provisions of
law.
All terms used in this Note which are defined in the Indenture will
have the meanings assigned to them in the Indenture.
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This Note will 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 will have been signed by or on behalf of
the Trustee.
IN WITNESS WHEREOF, the Company has caused this Instrument to be
executed.
TELEPHONE AND DATA SYSTEMS, INC.
By:
----------------------------------------
XxXxx X. Xxxxxxx, Xx.
President and Chief Executive Officer
By:
----------------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President and Chief
Financial Officer
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated in accordance
with, and referred to in, the within-mentioned Indenture.
Dated:
-----------------------
BNY Midwest Trust Company, as Trustee
By:
--------------------------
Authorized Signatory
SIGNATURE PAGE TO
GLOBAL SECURITY FOR
7.60% SERIES A NOTES DUE 2041
OF TELEPHONE AND DATA SYSTEMS, INC.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
I or we assign and transfer this Note to
--------------------------------------
--------------------------------------
Insert assignee's Social Security or tax I.D. no.
--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
and all rights thereunder and irrevocably appoint
--------------------------------------------------------------------------------
agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dated:
-----------------------
------------------------------------------------------------
Notice: The signature to this assignment must correspond
with the name as it appears on the first page of the
within Note.
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