EXHIBIT 4.3
SECOND SUPPLEMENTAL INDENTURE, dated as of September 15, 1998 between
American Cellular Corporation, a Delaware corporation, and Chase Manhattan Bank
and Trust Company, National Association, as trustee (hereinafter called the
"Trustee").
RECITALS
WHEREAS, American Cellular Corporation, a Delaware corporation (the
"Company"), has heretofore executed and delivered to the Trustee a certain
Indenture, dated as of May 13, 1998, pursuant to which a series of its 10 1/2%
Senior Notes due 2008 has been issued (as amended by the Supplemental Indenture,
the "Indenture");
WHEREAS, following the merger of the Company with and into PriCellular
Corporation, a Delaware corporation, whereby PriCellular Corporation was the
surviving corporation and changed its name to American Cellular Corporation (the
"Surviving Corporation"), the Surviving Corporation and the Trustee executed a
Supplemental Indenture dated June 25, 1998 (the "Supplemental Indenture")
whereby the Surviving Corporation assumed all of the obligations of the Company
under the Indenture;
WHEREAS, the Surviving Corporation proposes in and by this Second
Supplemental Indenture to amend the Indenture in certain respects to clarify the
definition of the term "Excluded Group" in the Indenture and has requested that
the Trustee join in the execution of this Second Supplemental Indenture; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a
valid agreement of the Surviving Corporation and the Trustee and a valid
amendment of and supplement to the Indenture have been done.
NOW, THEREFORE, for and in consideration of the premises and the purchase
of the Securities by the Holders thereof, it is mutually covenanted and agreed,
for the equal and proportionate benefit of all Holders of the Securities, with
respect to the Securities as follows:
All terms used in this Second Supplemental Indenture which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
ARTICLE ONE
COVENANTS
SECTION 1.1 Definitions. The definition of the term "Excluded Group"
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in Section 1.1 of the Indenture is hereby deleted in its entirety and replaced
by the following:
"Excluded Group" means a "group" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) that includes one or more Excluded Persons;
provided that either the voting power of the Capital Stock of the Company
"beneficially owned" (as such term is used in Rule
13d-3 promulgated under the Exchange Act) by such Excluded Persons (without
attribution to such Excluded Persons of the ownership by other members of
the "group") represents a majority of the voting power of the Capital Stock
"beneficially owned" by such group, or, with respect to clause (ii) of the
definition of "Change of Control," such group is deemed to be a "person"
(as such term is used in Section 13(d) of the Exchange Act) solely by
virtue of the stockholders agreement, as in effect on the Issue Date and as
the same may be from time to time amended or supplemented, and no Person or
group, other than one or more of the Excluded Persons, shall have the right
to designate or shall have designated a majority of the Board of Directors
of the Company.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Incorporation of Indenture. All the provisions of this
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Second Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture, and the Indenture, as supplemented and amended by this
Second Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.
SECTION 2.2 Application of Second Supplemental Indenture. The
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provisions and benefit of this Second Supplemental Indenture shall be effective
with respect to the Securities.
SECTION 2.3 Headings. The headings of the Articles and Sections of
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this Second Supplemental Indenture are inserted for convenience of reference and
shall not be deemed to be a part hereof.
SECTION 2.4 Counterparts. This Second Supplemental Indenture may be
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executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 2.5 Conflict with Trust Indenture Act. If any provision
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hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this Second Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.
SECTION 2.6 Successors and Assigns. All covenants and agreements in
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this Second Supplemental Indenture by the Surviving Corporation shall bind its
successors and assigns, whether so expressed or not.
SECTION 2.7 Separability Clause. In case any provision in this
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Second Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
SECTION 2.8 Benefits of Second Supplemental Indenture. Nothing in
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this Second Supplemental Indenture, express or implied, shall give to any
person, other than the parties hereto and their successors hereunder and the
Holders, any benefit or any legal or equitable right, remedy or claim under this
Second Supplemental Indenture.
SECTION 2.9 Regarding the Trustee. The Trustee shall not be
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responsible for the correctness of the recitals herein, and makes no
representation as to the validity or the sufficiency of this Second Supplemental
Indenture. The Trustee shall, in connection with this Second Supplemental
Indenture, be entitled to all of the benefits of all of the rights, privileges,
immunities and indemnities of the Trustee provided for in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, as of the day and year first above
written.
AMERICAN CELLULAR CORPORATION
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President of Finance, Chief
Financial Officer and Secretary
CHASE MANHATTAN BANK AND TRUST COMPANY
NATIONAL ASSOCIATION, as Trustee
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Assistant Vice President
