EXHIBIT 4.8
FIRST SUPPLEMENTAL INDENTURE
TO THE PREFERRED SECURITIES GUARANTEE AGREEMENT
This FIRST SUPPLEMENTAL INDENTURE TO THE PREFERRED SECURITIES
GUARANTEE AGREEMENT, dated as of May 22, 1998 (the "First Supplemental Indenture
to the Guarantee Agreement"), is entered into by and among Telephone and Data
Systems, Inc., an Iowa corporation ("TDS Iowa"), Telephone and Data Systems,
Inc., a Delaware corporation ("TDS Delaware"), and The First National Bank of
Chicago, a national banking association, as guarantee trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, TDS Iowa and the Trustee are parties to a Preferred
Securities Guarantee Agreement, dated as of November 18, 1997 (the "Guarantee
Agreement"), relating to the payment of Guarantee Payments by TDS Iowa for the
benefit of the Holders of Securities issued by TDS Capital [I] [II], a Delaware
statutory trust;
WHEREAS, capitalized terms herein, not otherwise defined, shall have
the same meanings given them in the Guarantee Agreement;
WHEREAS, TDS Iowa has requested the Trustee to join with it in the
execution and delivery of this First Supplemental Indenture to the Guarantee
Agreement in order to supplement and amend the Guarantee Agreement to recognize
the merger (the "Merger") of TDS Iowa with and into its wholly-owned subsidiary,
TDS Delaware;
WHEREAS, the Merger will be consummated for the sole purpose of
reincorporating TDS Iowa from Iowa to Delaware, and will not result in any
change in its name, business, management, assets or liabilities;
WHEREAS, Section 9.1 of the Guarantee Agreement provides that a
supplemental indenture may be entered into by TDS Iowa and the Trustee to
evidence the succession of another corporation to the Issuer and the assumption
by the successor corporation of the covenants, agreements and obligations of TDS
Iowa;
WHEREAS, pursuant to Section 10.2 of the Guarantee Agreement, this
First Supplemental Indenture to the Guarantee Agreement does not require the
consent of any Holders of Securities; and
WHEREAS, all things necessary to make this First Supplemental
Indenture to the Guarantee Agreement a valid agreement of TDS Iowa, TDS Delaware
and the Trustee and a valid amendment of and supplement to the Guarantee
Agreement have been done.
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE TO THE
GUARANTEE AGREEMENT WITNESSETH:
For and in consideration of the premises, it is mutually covenanted
and agreed, for equal and proportionate benefit of all Holders of Securities, as
follows:
Section 1. SUCCESSION OF TDS IOWA BY TDS DELAWARE.
(a) Subject to the effectiveness of the Merger, TDS Delaware, as
successor to TDS Iowa, hereby expressly assumes the guarantee of the due and
punctual payment, performance and observance of all the covenants, conditions
and other obligations of the Guarantee Agreement and the Securities to be
performed or observed by TDS Iowa.
(b) TDS Delaware shall succeed to, and be substituted for, and may
exercise every right and power of, TDS Iowa under the Guarantee Agreement with
the same effect as if TDS Delaware had been named as TDS Iowa therein.
Section 2. NOTATION ON SECURITIES IN RESPECT OF
FIRST SUPPLEMENTAL INDENTURE TO THE
GUARANTEE AGREEMENT.
Securities authenticated and delivered on and after the date hereof
may bear substantially the following notation which may be stamped or
typewritten thereon:
"On May 22, 1998, Telephone and Data Systems, Inc., an Iowa
corporation, was merged with and into Telephone and Data
Systems, Inc., a Delaware corporation, which has assumed the
guarantee of the due and punctual payment, performance and
observance of all of the covenants, conditions and other
obligations of the Guarantee Agreement and the Securities to
be performed or observed by Telephone and Data Systems,
Inc., an Iowa corporation."
If TDS Delaware shall so determine, new Securities so modified as to
conform to the Guarantee Agreement as hereby supplemented, in form satisfactory
to the Trustee, may at any time hereafter be prepared and executed by TDS
Delaware and authenticated and delivered by the Trustee in exchange for
Securities then Outstanding, and thereafter the notation herein provided shall
no longer be necessary or required. Anything herein or in the Guarantee
Agreement to the contrary notwithstanding, the failure to affix the notation
herein provided to any Security or to exchange any Security for a new Security
modified as herein
-2-
provided shall not affect any of the rights of the Holder of such Security.
Section 3. REFERENCE TO AND EFFECT ON THE GUARANTEE AGREEMENT.
(a) On and after the date of this First Supplemental Indenture to the
Guarantee Agreement, each reference in the Preferred Securities Guarantee
Agreement to "this Agreement," "hereunder," "hereof," or "herein" shall mean
and be a reference to the Guarantee Agreement as supplemented by this First
Supplemental Indenture to the Guarantee Agreement.
(b) Except as specifically amended above, the Guarantee Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
(c) All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Guarantee Agreement.
(d) This First Supplemental Indenture to the Guarantee Agreement
shall be effective at the time the Merger is effective.
Section 4. GOVERNING LAW
This First Supplemental Indenture to the Guarantee Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
jurisdiction which govern the Guarantee Agreement and its construction.
Section 5. COUNTERPARTS AND METHOD OF EXECUTION
This First Supplemental Indenture to the Guarantee Agreement may be
executed in several counterparts, all of which together shall constitute one
agreement binding on all parties hereto, notwithstanding that all parties have
not signed the same counterpart.
Section 6. SECTION TITLES
Section titles are for descriptive purposes only and shall not control
or alter the meaning of this First Supplemental Indenture to the Guarantee
Agreement as set forth in the text.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to the Guarantee Agreement to be duly executed and their
respective seals to be affixed hereunto and duly attested all as of the day and
year first above written.
TELEPHONE AND DATA SYSTEMS, INC.,
an Iowa Corporation
[Corporate Seal]
By:
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
President
Attest:
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
TELEPHONE AND DATA SYSTEMS, INC.,
a Delaware Corporation
[Corporate Seal]
By:
----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
President
Attest:
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Secretary
THE FIRST NATIONAL BANK OF CHICAGO
Trustee, a National Banking
Association
[Corporate Seal]
By:
----------------------------
Its:
Attest:
--------------------------
-4-
