SUPPLEMENTAL INDENTURE
Exhibit 4.2
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 18,
2006, between Xxxxxx Cellular Systems of Alaska, LLC, an Oklahoma
limited liability company (the “New Subsidiary”) and BNY Midwest Trust Company
(the “Trustee”), supplements the Secured Lien
Indenture referred to below, among Xxxxxx Cellular Systems, Inc. (the
“Company”), Xxxxxx Communications Corporation, Xxxxxx Operating Co., LLC, the Initial Subsidiary
Guarantors named therein and the Trustee. All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Indenture.
RECITALS
WHEREAS, the Company, as issuer (the “Notes Issuer”), certain of the Notes Issuer’s
affiliates (other than the Additional Grantor), and the Trustee have entered into an Indenture,
dated as of November 8, 2004 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the “Second Lien Indenture”) which provides for the issuance of 9-7/8%
Notes due 2012 (the “Second Lien Notes”);
WHEREAS, Section 4.10 of the Indenture requires the Notes Issuer to cause each Domestic
Restricted Subsidiary created or acquired after the Issue Date to become a party to the Indenture
by executing and delivering a Supplemental Indenture providing for a Note Guarantee; and
WHEREAS,
the Company has recently formed the New Subsidiary;
WHEREAS, the New Subsidiary has agreed to execute and deliver this Supplemental Indenture in
order to become a party to the Indenture;
NOW, THEREFORE, IT IS AGREED:
1. Note Guarantee. By executing and delivering this Supplemental Indenture, the
New Subsidiary hereby becomes a party to the Indenture as a Guarantor thereunder with the same force and
effect as if originally named therein as a Guarantor and, without limiting the generality of the
foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor thereunder and
hereby, subject to the terms of Article 11 of the Indenture, fully and unconditionally guarantees
to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the
validity and enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes
will be promptly paid in full when due, whether at maturity, by acceleration, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if
any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or
thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration
or otherwise.
2. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
3.
Trustee. The Trustee makes no representations as to the
validity or sufficiency of this supplemental indenture. The recitals
and statements herein are deemed to be those of the Company and not
the Trustee.
[Signature Page Follows]
2
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed,
all as of the date first above written.
| XXXXXX CELLULAR SYSTEMS OF ALASKA, LLC | ||||||
| By: | Xxxxxx Cellular Systems, Inc., its Manager and | |||||
| Sole Member | ||||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||||
| Name: Xxxxxx X. Xxxxxx | ||||||
| Title: Vice President | ||||||
| BNY MIDWEST TRUST COMPANY, as Trustee | ||||||
| By: | /s/ X. Xxxxxxxx | |||||
| Name: X. Xxxxxxxx | ||||||
| Title: Vice President | ||||||
