FIRST SUPPLEMENTAL INDENTURE, dated as of the 15th day of
April, 1996 (herein called the "First Supplemental Indenture"),
between GTE CALIFORNIA INCORPORATED, a corporation duly organized
and existing under the laws of the State of California
(hereinafter referred to as the "Company"), and First Trust of
California, National Association, a banking association organized
and existing under the laws of the United States (hereinafter
referred to as the "Trustee") as successor trustee to Bank of
America National Trust and Savings Association under the
Indenture dated as of December 1, 1993, between the Company and
the Trustee (hereinafter referred to as the "Original
Indenture"). Capitalized terms used in this First Supplemental
Indenture and not otherwise defined herein shall have the
meanings set forth in the Original Indenture.
WHEREAS, in accordance with Section 9.01(c) of the Original
Indenture, the Company and the Trustee may enter into
supplemental indentures to the Original Indenture without the
consent of the Securityholders to cure any ambiguity or to
correct or supplement any provision which may be defective or
inconsistent with the Original Indenture or any supplemental
indenture, or to make such other provisions in regard to matters
or questions arising under the Original Indenture as shall not be
inconsistent with the provisions of the Original Indenture and
not adversely affect the interests of the holders of the
Securities of any series; and
WHEREAS, the Company desires to amend the Original Indenture
in accordance with Section 9.01(c) and has determined that the
requirements of Section 9.01(c) have been satisfied and has
requested the Trustee to join with it in the execution and
delivery of this First Supplemental Indenture; all requirements
necessary to make this First Supplemental Indenture a valid
instrument, in accordance with its terms, have been met; and the
execution and delivery hereof have been in all respects duly
authorized;
NOW, THEREFORE, for good and valuable consideration the
sufficiency of which is hereby recognized, the Company covenants
and agrees with the Trustee as follows:
ARTICLE ONE
AMENDMENTS TO TERMS OF THE INDENTURE
Section 1.01 Certain Definitions. The Company and Trustee
hereby amend Section 1.01 of the Original Indenture pursuant to
Section 9.01(c) of the Original Indenture to add the following
definitions in alphabetical order:
"Depository:
The term "Depository" shall mean, with respect to Securities
of any series for which the Company shall determine that such
Securities will be issued as a Global Security, The Depository
Trust Company, New York, New York, another clearing agency, or
any successor registered as a clearing agency under the
Securities and Exchange Act of 1934, as amended, or other
applicable statute or regulation, which, in each case, shall be
designated by the Company pursuant to either Section 2.01 or
2.11."
and
"Global Security:
The term "Global Security" shall mean, with respect to any
series of Securities, a Security executed by the Company and
authenticated and delivered by the Trustee to the Depository or
pursuant to the Depository's written instruction (if acceptable
to the Trustee) held by the Trustee as custodian for the
Depository, all in accordance with this Indenture, which shall be
registered in the name of the Depository or its nominee."
Section 1.02 Terms of the Securities. The Company and
Trustee hereby amend Section 2.01 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to add a
new paragraph (9) to read as follows:
"(9) whether the Securities of the series are issuable as a
Global Security and, in such case, the identity of the Depository
for such series; and"
and to renumber the existing paragraph (9) as paragraph (10).
Section 1.03 Regular Record Date. The Company and Trustee
hereby amend the next to last paragraph of Section 2.03 of the
Original Indenture in its entirety pursuant to Section 9.01(c) of
the Original Indenture, to read as follows:
"Unless otherwise set forth in a Board Resolution or one or
more indentures supplemental hereto establishing the terms of any
series of Securities pursuant to Section 2.01 hereof, the term
"regular record date" as used in this Section with respect to a
series of Securities with respect to any interest payment date
for such series shall mean either the fifteenth day of the month
immediately preceding the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall
occur, if such interest payment date is the first day of a month,
or the first day of the month in which an interest payment date
established for such series pursuant to Section 2.01 hereof shall
occur, if such interest payment date is the fifteenth day of a
month, whether or not such date is a business day."
Section 1.04 Exchange of Securities. The Company and
Trustee hereby amend Section 2.05 of the Original Indenture
pursuant to Section 9.01(c) of the Original Indenture to insert a
new paragraph at the end of Section 2.05 which reads as follows:
"The provisions of this Section 2.05 are, with respect to
any Global Security, subject to Section 2.11 hereof."
Section 1.05 Global Securities. The Company and Trustee
hereby amend Article II of the Original Indenture pursuant to
Section 9.01(c) of the Original Indenture to insert a new Section
2.11 at the end of Article II which reads as follows:
"Section 2.11 (a) If the Company shall establish pursuant
to Section 2.01 that the Securities of a particular series are to
be issued as a Global Security, then the Company shall execute
and the Trustee shall, in accordance with Section 2.04,
authenticate and deliver, a Global Security which (i) shall
represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities
of such series, (ii)
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shall be registered in the name of the Depository or its nominee,
(iii) shall be delivered by the Trustee to the Depository or
pursuant to the Depository's written instruction or (if
acceptable to the Trustee) held by the Trustee as custodian for
the Depository, and (iv) shall bear a legend substantially to the
following effect: 'Except as otherwise provided in Section 2.11
of the Indenture, this Security may be transferred, in whole but
not in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor
Depository'.
(b) Notwithstanding the provisions of Section 2.05, the
Global Security of a series may be transferred, in whole but not
in part and in the manner provided in Section 2.05, only to
another nominee of the Depository for such series, or to a
successor Depository for such series selected or approved by the
Company or to a nominee of such successor Depository.
(c) If at any time the Depository for a series of
Securities notifies the Company that it is unwilling or unable to
continue as Depository for such series or if at any time the
Depository for such series shall no longer be registered or in
good standing under the Securities Exchange Act of 1934, as
amended, or other applicable statute or regulation and a
successor Depository for such series is not appointed by the
Company within 90 days after the Company receives such notice or
becomes aware of such condition, as the case may be, this Section
2.11 shall no longer be applicable to the Securities of such
series and the Company will execute, and subject to Section 2.05,
the Trustee will authenticate and deliver, Securities of such
series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount
equal to the principal amount of the Global Security of such
series in exchange for such Global Securities. In addition, the
Company may at any time determine that the Securities of any
series shall no longer be represented by a Global Security and
that the provisions of this Section 2.11 shall no longer apply to
the Securities of such series. In such event the Company will
execute and subject to Section 2.05, the Trustee, upon receipt of
an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Securities of such series
in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in
exchange for such Global Security. Upon the exchange of the
Global Security for such Securities in definitive registered form
without coupons, in authorized denominations, the Global Security
shall be cancelled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security
pursuant to this Section 2.11(c) shall be registered in such
names and in such authorized denominations as the Depository,
pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall
deliver such Securities to the Depository for delivery to the
persons in whose names such Securities are so registered."
ARTICLE TWO
MISCELLANEOUS
Section 2.01 Effectiveness of Provisions. The provisions
of this First Supplemental Indenture shall be effective only with
respect to series of Securities issued after the date hereof.
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Section 2.02 Execution of Supplemental Indenture. This
First Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Original Indenture and, as
provided in the Original
Indenture, this First Supplemental Indenture forms a part
thereof.
Section 2.03 Conflict with Trust Indenture Act. If and to
the extent that any provision hereof limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended, such
imposed duties shall control.
Section 2.04 Successors and Assigns. All covenants and
agreements in this First Supplemental Indenture by the Company
shall bind its successors and assigns, whether so expressed or
not.
Section 2.05 Separability Clause. In case any one or more
of the provisions contained in this First Supplemental Indenture,
the Original Indenture or in the Securities of any series shall
for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this First Supplemental
Indenture, the Original Indenture or of such Securities, but this
First Supplemental Indenture, the Original Indenture and such
Securities shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or
therein.
Section 2.06 Benefits of First Supplemental Indenture.
Nothing in this First Supplemental Indenture or in the Original
Indenture, express or implied, shall give to any person, other
than the parties hereto and their successors hereunder and the
Securityholders (to the extent specified herein or therein), any
benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.
Section 2.07 Governing Law. This First Supplemental
Indenture shall be deemed to be a contract made under the laws of
the State of New York, and for all purposes shall be construed in
accordance with the laws of said State.
Section 2.08 Execution and Counterparts. This First
Supplemental Indenture may be executed in any number of
counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate
seals to be hereunto affixed and attested, all as of the day and
year first above written.
GTE CALIFORNIA INCORPORATED
By _____________________________
Attest:
By _____________________________
Secretary
FIRST TRUST OF CALIFORNIA,
NATIONAL ASSOCIATION, as TRUSTEE
By _____________________________
Title:
Attest:
By _____________________________
Title:
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CA:8-K:40
