GTE FLORIDA INCORPORATED AND THE BANK OF NEW YORK as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 1, 1998 TO INDENTURE Dated as of November 1, 1993 FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of January, 1998 (herein called the...

EXHIBIT 4.5

_____________________________________________________________________________

GTE FLORIDA INCORPORATED

AND

THE BANK OF NEW YORK

as Trustee

__________

FIRST SUPPLEMENTAL INDENTURE

Dated as of January 1, 1998

INDENTURE

Dated as of November 1, 1993

__________

_____________________________________________________________________________

FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of January, 1998

(herein called the "First Supplemental Indenture"), between GTE FLORIDA

INCORPORATED, a corporation duly organized and existing under the laws of the

State of Florida (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 November 1, 1993, 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.

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 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

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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."

Section 1.06 NOTICE OF DEFAULT. The Company and Trustee hereby amend the

first paragraph of Section 6.07 of the Original Indenture in its entirety,

pursuant to Section 9.01(c) of the Original Indenture for the benefit of all

Securityholders, to read as follows:

"The Trustee shall, within 90 days after the occurrence of a default with

respect to a particular series, transmit by mail, first class postage

prepaid, to the holders of Securities of that series, as their names and

addresses appear upon the Security Register, notice of all defaults with

respect to that series known to the Trustee, unless such defaults shall

have been cured before the giving of such notice (the term "defaults" for

the purposes of this Section being hereby defined to be the events

specified in subsections (1), (2), (3), (4) and (5) of Section 6.01(a), not

including any periods of grace provided for therein and irrespective of the

giving of notice provided for by subsection (3) of Section 6.01(a);

provided, that, except in the case of default in the payment of the

principal of (or premium, if any) or interest on any of the Securities of

that series or in the payment of any sinking fund or analogous fund

installment established with respect to that series, the Trustee shall be

protected in withholding such notice if and so long as the board of

directors, the executive committee, or a trust committee of directors

and/or responsible officers, of the Trustee in good faith determine that

the withholding of such notice is in the interests of the Securityholders

of Securities of that series; provided further, that in the case of any

default of the character specified in Section 6.01(a)(3) with respect to

Securities of that series no notice shall be given until at least 30 days

after the occurrence thereof."

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.

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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.

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.

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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 FLORIDA INCORPORATED

By _____________________________

Title:

Attest:

By _____________________________

Secretary

THE BANK OF NEW YORK,

as TRUSTEE

By _____________________________

Title:

Attest:

By _____________________________

Title:

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GTE FLORIDA INCORPORATED AND THE BANK OF NEW YORK as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of January 1, 1998 TO INDENTURE Dated as of November 1, 1993 FIRST SUPPLEMENTAL INDENTURE, dated as of the 1st day of January, 1998 (herein called the...

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