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EXHIBIT 4.1
EXECUTION COPY
THIRD SUPPLEMENTAL INDENTURE
Between
AIRTOUCH COMMUNICATIONS, INC.
and
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
Dated as of October 7, 1996
Supplemental To Indenture Dated as of July 16, 1996
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THIRD SUPPLEMENTAL INDENTURE
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of October 7, 1996, between
AIRTOUCH COMMUNICATIONS, INC., a Delaware corporation (the "Company"), and THE
FIRST NATIONAL BANK OF CHICAGO, a national banking association (the "Trustee"),
WITNESSETH:
WHEREAS, the Company and the Trustee have entered into that certain
Indenture dated as of July 16, 1996, as amended by the First Supplemental
Indenture dated as of July 16, 1996 (the "Original Indenture"), and such
Original Indenture provides that the Company and the Trustee may, at any time
and from time to time, under circumstances set forth in Article 10 thereof,
enter into one or more supplemental indentures without the consent of the
holders of the outstanding Securities for the purpose of supplementing the
provisions of the Original Indenture;
WHEREAS, pursuant to the provisions of Section 2.01 of the Original
Indenture, the Company wishes to establish a Series of Securities to be issued
by the Company under the Original Indenture to be in the aggregate principal
amount of U.S.$250,000,000, bearing interest at the rates and subject to such
other terms and provisions as are hereinafter set forth;
WHEREAS, the Company has duly authorized the execution and delivery of
this Third Supplemental Indenture, and all things necessary have been done to
make this Third Supplemental Indenture a valid agreement of the Company, in
accordance with its terms;
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
That in order to declare additional terms and conditions upon which
certain Series of Securities may hereafter be issued, authenticated and
delivered, and in consideration of the premises and of the purchase and
acceptance of the Securities by the holders thereof, the Company covenants and
agrees with the Trustee as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. CERTAIN TERMS DEFINED. The terms defined in this Section
1.01 shall, for all purposes of the Original Indenture and this Third
Supplemental Indenture, have the meanings herein specified, unless the context
clearly otherwise requires or unless otherwise indicated:
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COMPARABLE TREASURY ISSUE
The term "Comparable Treasury Issue" means, with respect to the Notes,
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining terms of the Notes to be
redeemed that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Notes.
COMPARABLE TREASURY PRICE
The term "Comparable Treasury Price" means, with respect to any
Redemption Date for the Notes, (i) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such Redemption Date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
business day, the Reference Treasury Dealer Quotation for such Redemption Date.
FIRST SUPPLEMENTAL INDENTURE
The term "First Supplemental Indenture" means the First Supplemental
Indenture dated as of July 16, 1996 between the Company and the Trustee.
INDEPENDENT INVESTMENT BANKER
The term "Independent Investment Banker" means, with respect to the
Notes, Xxxxxx Brothers or, if such firm is unwilling or unable to select the
Comparable Treasury Issue, an independent investment banking institution of
national standing appointed by the Company and acceptable to the Trustee.
LETTER OF REPRESENTATIONS
The term "Letter of Representations" means, with respect to this Third
Supplemental Indenture only, the Letter of Representations relating to the Notes
among the Company, the Trustee and The Depository Trust Company.
NOTES
The term "Notes" means, with respect to this Third Supplemental
Indenture only, the 7 % Notes due 2003, which constitute a Series of Securities
under the Original Indenture.
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REFERENCE TREASURY DEALER QUOTATION
The term "Reference Treasury Dealer Quotation" means, with respect to
the Reference Treasury Dealer and any Redemption Date for the Notes, the
average, as determined by the Trustee, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Trustee by such Reference Treasury
Dealer at 5:00 p.m. on the third business day preceding such Redemption Date.
REFERENCE TREASURY DEALER
The term "Reference Treasury Dealer" means, with respect to the Notes,
Xxxxxx Brothers and its successor; provided, however, that if it shall cease to
be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer.
GLOBAL NOTES
The term "Global Notes" means, for the purposes of this Third
Supplemental Indenture only, the Global Notes representing the Notes.
TREASURY YIELD
The term "Treasury Yield" means, with respect to any Redemption Date
for the Notes, the rate per annum equal to the semiannual equivalent yield to
maturity of the Comparable Treasury Issue, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.
SECTION 1.02. OTHER DEFINITIONS. All of the terms appearing herein
shall be defined as the same are now defined under the provisions of the
Original Indenture, except when expressly herein otherwise defined.
ARTICLE TWO
TERMS OF THE NOTES
SECTION 2.01. TERMS OF THE NOTES. The Notes shall have the following terms:
(a) The Notes shall be designated as this Company's 7 % Notes
Due 2003, and shall constitute a Series of Securities under the
Original Indenture;
(b) The Notes shall be in the aggregate principal amount of
Two Hundred and Fifty Million United States Dollars (US$250,000,000)
and shall mature on October 1, 2003;
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(c) The Notes shall bear interest at the rate of seven percent
per annum from October 1, 1996, payable semiannually on each April 1
and October 1, commencing April 1, 1997;
(d) The Notes shall be issued initially as two Global Notes,
in registered form registered in the name of the Depository (as
hereinafter identified) or its nominee in such denominations as are
required by the Letter of Representations and shall be in the form
attached hereto as Exhibit A;
(e) The Depository for the Global Notes shall be The
Depository Trust Company;
(f) The Global Notes shall be exchangeable for definitive
Notes in registered form substantially the same as the Global Notes in
denominations of $1,000 or any integral multiple thereof upon the terms
and in accordance with the provisions of the Indenture;
(g) The Notes shall be payable (as to both principal and
interest) when and as the same become due at the office of the Trustee,
as provided in the Indenture, provided that, as long as the Notes are
in the form of one or more Global Notes payments of interest may be
made by wire transfer in accordance with the provisions of the Letter
of Representations and provided further, that upon any exchange of the
Global Notes for Notes in definitive form, the Company elects to
exercise its option to have interest payable by check mailed to the
registered owners at such owners' addresses as they appear on the
Register, as kept by the Trustee on each relevant Record Date;
(h) The Record Date for the Notes shall be the fifteenth day
preceding the relevant Interest Payment Date;
(i) The Notes will be redeemable in whole or in part, at the
option of the Company at any time, at a Redemption Price equal to the
greater of (a) 100% of their principal amount or (b) the sum of the
present values of the remaining scheduled payments of principal and
interest thereon discounted to the Redemption Date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at
the Treasury Yield plus 10 basis points; plus for each of (a) and (b)
above, accrued interest on the Notes to the date of redemption; and
(j) The Notes shall be subject to the covenants set forth in
Article II of the First Supplemental Indenture.
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ARTICLE THREE
MISCELLANEOUS PROVISIONS
SECTION 3.01. PROVISIONS OF THE ORIGINAL INDENTURE. Except insofar as
herein otherwise expressly provided, all the definitions, provisions, terms and
conditions of the Original Indenture shall be deemed to be incorporated in and
made a part of this Third Supplemental Indenture; and the Original Indenture, as
amended and supplemented by this Third Supplemental Indenture, is in all
respects ratified and confirmed, and the Original Indenture and this Third
Supplemental Indenture shall be read, taken and considered as one and the same
instrument for all purposes and every Holder of Notes authenticated and
delivered under the Indenture shall be bound hereby.
SECTION 3.02. SEPARABILITY OF INVALID PROVISIONS. In case any one or
more of the provisions contained in this Third Supplemental Indenture should be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions contained in this Third
Supplemental Indenture, and to the extent and only to the extent that any such
provision is invalid, illegal or unenforceable, this Third Supplemental
Indenture shall be construed as if such provision had never been contained
herein.
SECTION 3.03. EXECUTION IN COUNTERPARTS. This Third Supplemental
Indenture may be simultaneously executed and delivered in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original; but such counterparts shall together constitute but one and the
same instrument.
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IN WITNESS WHEREOF, AIRTOUCH COMMUNICATIONS, INC. has caused this Third
Supplemental Indenture to be signed by its Chairman of the Board or any Vice
Chairmen of the Board or one of its Executive Vice Presidents, Senior Vice
Presidents, or Vice Presidents and to be signed and acknowledged by its
Secretary or one of its Assistant Secretaries and THE FIRST NATIONAL BANK OF
CHICAGO has caused this Indenture to be signed and acknowledged by one of its
Vice Presidents and to be signed and acknowledged by one of its Assistant
Secretaries, all as of the day and year first written above.
AIRTOUCH COMMUNICATIONS, INC.
By:
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Name:
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By:
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Name:
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THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
By:
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Name:
Title:
By:
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Name:
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