UNITED USN, INC.
$137,000,000
14% SENIOR DISCOUNT NOTES DUE 2003
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FIRST SUPPLEMENTAL INDENTURE
Dated as of March 17, 1997
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XXXXXX TRUST AND SAVINGS BANK,
Trustee
FIRST SUPPLEMENTAL INDENTURE, dated as of March
17, 1997, between UNITED USN, INC., a Delaware
Corporation (the "Company"), having its principal office
at 00 Xxxxx Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx
00000-0000, and XXXXXX TRUST AND SAVINGS BANK, as trustee
hereunder (the "Trustee"), having its Corporate Trust
Office at 000 Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.
RECITALS
The Company has heretofore executed and
delivered to the Trustee an Indenture for its 14% Senior
Discount Notes due 2003 (the "Senior Notes"), dated as of
September 30, 1996 (the "Indenture"), providing for the
issuance of the Senior Notes.
Section 9.01 of the Indenture provides that the
Company and the Trustee may, at any time, without notice
to or consent of any Holders of Senior Notes, enter into
an indenture supplemental to the Indenture for the
purpose of curing any ambiguity in the Indenture, or
correcting any provision of the Indenture, provided that
such action shall not adversely affect the interests of
the Holders of Senior Notes in any material respect.
NOW, THEREFORE, THIS FIRST 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 Senior Notes, as follows:
ARTICLE I
Relation to Indenture; Definitions
Section 1.1 This First Supplemental Indenture
constitutes an integral part of the Indenture.
Section 1.2 Capitalized terms used herein
without definition shall have the meanings specified in
the Indenture.
ARTICLE II
Outside Director
Section 2.1 The covenant set forth in Section
4.22 of the Indenture shall be deleted and replaced with
the following:
SECTION 4.22. Outside Director. The Company
shall, within 120 days following the Closing Date,
nominate and take all reasonable actions to cause to be
elected a disinterested outside Director to the Board of
Directors of the Company who is not a Director on the
Issue Date and who has experience in the
telecommunications industry (an "Additional Outside
Director"). At all times during the period commencing
120 days following the Closing Date and ending on
Maturity, in the event that an Additional Outside
Director (or any successor Additional Outside Director)
is no longer serving as a Director, the Company shall, as
promptly as practicable, nominate and take all reasonable
actions to cause to be elected, a successor Additional
Outside Director.
IN WITNESS WHEREOF, the parties hereto have
caused this First Supplemental Indenture to be duly
executed, and their respective corporate seals to be
hereunto affixed and attested, on the date or dates
indicated in the acknowledgements and as of the day and
year first above written.
UNITED USN, INC.
By /s/ J. Xxxxxx Xxxxxxx
_________________________
Name: J. Xxxxxx Xxxxxxx
Title: President and Chief
Executive Officer
[Corporate Seal]
Attest:
/s/ Xxxxxx X. Xxxxxx
------------------------
XXXXXX TRUST AND SAVINGS
BANK,
as Trustee
By /s/ X. Xxxxxxxxx
________________________
Name: X. Xxxxxxxxx
Title: Vice President
[Corporate Seal]
Attest:
_______________________
STATE OF ILLINOIS )
) SS.:
COUNTY OF XXXX )
On the 17th day of March, 1997, before me personally
came J. Xxxxxx Xxxxxxx, to me known, who being by me duly
sworn, did depose and say that he is President and Chief
Executive Officer of United USN, Inc., one of the
corporations described in and which executed the
foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation, and that
he signed his name thereto by like authority.
/s/ Xxxx Xxx Xxxxxx
_______________________________
Notary Public
State of Illinois
My commission expires
[Corporate Seal]
STATE OF ILLINOIS )
) SS.:
COUNTY OF XXXX )
On the 18 day of March, 1997, before me personally
came X. Xxxxxxxxx, to me known, who being by me
duly sworn, did depose and say that he is Vice President
of Xxxxxx Trust and Savings Bank, the Trustee described
in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like
authority.
/s/ Xxxxxxxx Xxxx
_______________________________
Notary Public
State of Illinois
My commission expires
[Corporate Seal]
