Exhibit 10.2
CENTURYTEL OF THE NORTHWEST, INC.
(formerly known as PACIFIC TELECOM, INC.)
as the Issuer and
CENTURY TELEPHONE ENTERPRISES, INC.
as Guarantor and
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 2, 1998
to
INDENTURE
between
CENTURYTEL OF THE NORTHWEST, INC.
(formerly known as PACIFIC TELECOM, INC.)
as the Issuer
and
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
Dated as of September 20, 1991
FIRST SUPPLEMENTAL INDENTURE
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This FIRST SUPPLEMENTAL INDENTURE, dated as of November 2, 1998 (this
"First Supplemental Indenture"), is among CENTURYTEL OF THE NORTHWEST, INC.
(formerly known as Pacific Telecom, Inc.), a Washington corporation, as the
Issuer (the "Company"), CENTURY TELEPHONE ENTERPRISES, INC., a Louisiana
corporation, as the Guarantor ("Century"), and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, as Trustee (the "Trustee").
R E C I T A L S:
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WHEREAS, the Company and Trustee executed and delivered an Indenture,
dated as of September 20, 1991 (the "Original Indenture"), pursuant to which
unsecured Securities (as defined in the Original Indenture) of the Company were
issued;
WHEREAS, Section 901(6) of the Original Indenture provides that the
Company and the Trustee may enter into an indenture supplemental to the Original
Indenture without the consent of the Holders (as defined in the Original
Indenture) to provide security for the Securities;
WHEREAS, on December 1, 1997, Century acquired all of the common stock
of the Company;
WHEREAS, as the parent of the Company, Century is willing to guaranty
the repayment of the Securities on the terms hereinafter set forth;
WHEREAS, the Company and Century desire to amend the Original Indenture
pursuant to this First Supplemental Indenture to provide for such guaranty;
WHEREAS, the Company further desires to amend the Original Indenture
pursuant to this First Supplemental Indenture to reflect the change in the
Company's name from "Pacific Telecom, Inc." to "CenturyTel of the Northwest,
Inc." and to reflect the Company's new address for purposes of notices provided
under the Original Indenture;
WHEREAS, the execution and delivery of this First Supplemental Indenture
have been duly authorized and approved by resolutions of the Board of Directors
of the Company and the Board of Directors of Century; and
WHEREAS, the Company and Century desire and have requested the Trustee to
join in the execution and delivery of this First Supplemental Indenture for the
purpose of amending the Original Indenture.
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NOW, THEREFORE, for the equal and ratable benefit of all Holders of the
Securities, the Original Indenture is hereby amended as follows:
ARTICLE 1
AMENDMENTS TO ORIGINAL INDENTURE
--------------------------------
Section 1.1 Addition of Century as a Party. Century is hereby made a party
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to the Original Indenture, as amended by this First Supplemental Indenture, to
the extent hereinafter provided.
Section 1.2 Change of the Company's Name and Address. The first paragraph
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of the Original Indenture is hereby amended in its entirety to state:
This INDENTURE, dated as of September 20, 1991, is between
CenturyTel of the Northwest, Inc. (formerly known as Pacific
TeleCom, Inc.), a corporation duly organized and existing under the
laws of the State of Washington (herein called the "Company"),
having its principal office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and The First National Bank of Chicago, a national
banking association, as Trustee hereunder (herein called the
"Trustee").
Section 1.3 Definitions. Section 101 of the Original Indenture is hereby
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amended by adding the following definitions in their appropriate alphabetical
positions:
"Century" means Century Telephone Enterprises,
Inc., a Louisiana corporation.
"Guaranty" means the guarantee by Century of the payment of
principal and interest on the Securities pursuant to Section 312
hereof.
"Trustee Compensation" has the meaning
specified in Section 312.
Section 1.4 Notices, Etc., to Trustee, the Company and Century. Article
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One of the Original Indenture is hereby amended by adding a new subparagraph (3)
to Section 105 to provide:
(3) Century by the Trustee or by any Holder shall be
sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if in writing and mailed, by first class mail,
to Century at the following address:
Century Telephone Enterprises, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
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(with a separate copy mailed, by first class
mail, to the Treasurer)
or at any other address previously furnished in writing to the
Trustee by Century. Century shall be provided with a contemporaneous
copy of all notices delivered to the Company.
Section 1.5 Guaranty. Article Three of the Original Indenture is hereby
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amended by adding the following new section in its appropriate numerical
position:
Section 312. Guaranty.
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Century hereby unconditionally and irrevocably guarantees to
each Holder the due and punctual payment of the principal of and the
interest (including any additional interest, redemption premiums or
other amounts payable in accordance with the terms of the
Securities) on the Securities held by such Holder, when and as the
same shall become due and payable, whether at maturity or by
declaration of acceleration, call for redemption or otherwise,
according to the terms of such Securities and of this Indenture.
Century hereby unconditionally and irrevocably further guarantees to
the Trustee the due and punctual payment of any sums due to the
Trustee under Section 607 of this Indenture, when and as the same
shall become due and payable, in accordance with the terms of this
Indenture (the "Trustee Compensation"). In case of the failure of
the Company punctually to make any such payment of principal,
interest (including any additional interest, redemption premiums or
other amounts payable in accordance with the terms of the
Securities) or Trustee Compensation, Century hereby agrees to cause
any such payment to be made punctually when and as the same shall
become due and payable, whether at maturity or by declaration of
acceleration, call for redemption or otherwise, and as if such
payment were made by the Company. Century hereby agrees that its
obligations under this Section 312 shall be as if it were principal
debtor and not merely surety, and shall be absolute, irrevocable and
unconditional, irrespective of the delay of any action to enforce
the same or the recovery of any judgment against the Company. Except
as provided in Section 502 of this Indenture, Century hereby waives
diligence, presentment, demand for payment, filing of claims with
the court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest
or notice with respect to any of the Securities or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that
this Guaranty will not be discharged except by complete performance
of the obligations contained in such Securities, this Guaranty and
this Indenture.
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Century shall be subrogated to all rights of the Holders of
any Securities against the Company in respect of any amounts paid to
such Holders by Century pursuant to the provisions of this Guaranty;
provided, however, that Century shall not be entitled to enforce, or
to receive any payments arising out of or based upon, such right of
subrogation until the principal of, premium, if any, and interest on
all of the Securities shall have been paid in full.
Section 1.6 Enforcement of Guaranty. Article Five of the Original
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Indenture is hereby amended by adding the following paragraph after the first
paragraph of Section 502:
If an Event of Default with respect to Securities of any series at
the time Outstanding occurs and is continuing, then in every such
case the Trustee or the Holders of not less than twenty-five percent
in aggregate principal amount of the Outstanding Securities of that
series may also declare all amounts due by Century to the Holders
under the Guaranty pursuant to Section 312 hereof to be due and
payable immediately, by a notice in writing to Century and the
Company (and to the Trustee if given by the Holders), and upon such
declaration the same shall become immediately due and payable.
Section 1.7 Acceleration of Maturity; Rescission and Annulment. Article
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Five of the Original Indenture is hereby amended by inserting in Section 502 of
the Original Indenture, in line seven (7) of the paragraph beginning with the
words "At any time after such", after the word "Company", the word and
punctuation ", Century".
Section 1.8 Collection of Indebtedness and Suits for Enforcement by
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Trustee. Article Five of the Original Indenture is hereby amended by deleting
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from Section 503 of the Original Indenture (i) the paragraph beginning with the
words "If the Company fails" and (ii) the paragraph beginning with the words "If
an Event of Default with respect", and inserting the following in lieu thereof:
If the Company fails to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid against the Company, Century or both, may
prosecute such proceeding to judgment or final decree and may
enforce the same against the Company upon such Securities and
Century upon the Guaranty and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of
the Company upon such Securities and/or the property of Century upon
such Guaranty, wherever situated.
If an Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion
proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series by such appropriate judicial
proceedings as
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the Trustee shall deem most effectual to protect and enforce any
such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy, including,
without limitation, the enforcement of the Guaranty against Century.
Section 1.9 Trustee May Enforce Claims Without Possession of Securities.
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Article Five of the Original Indenture is hereby amended by inserting in line
one (1) of Section 505 of the Original Indenture, after the word "Indenture",
the words and punctuation ", the Guaranty".
Section 1.10 Limitations on Suits. Article Five of the Original Indenture
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is hereby amended by inserting, in the third line of Section 507 of the Original
Indenture, after the word "Indenture", the words "or the Guaranty".
Section 1.11 Reports by Century. Article Seven of the Original
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Indenture is hereby amended by adding the following new section in its
appropriate numerical position:
Section 705 Reports by Century.
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Century shall:
(1) file with the Trustee, within fifteen days after Century
is required to file the same with the Commission, copies of the
annual reports and the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which
Century may be required to file with the Commission pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended; or, if Century is not required to file information,
documents or reports pursuant to either of said Sections, then it
shall file with the Trustee and the Commission, in accordance with
the rules and regulations prescribed from time to time by the
Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13
of the Securities Exchange Act of 1934, as amended, in respect of a
security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations;
(2) file with the Trustee and the Commission, in accordance
with rules and regulations prescribed from time to time by the
Commission, such additional information, documents and reports with
respect to compliance by Century with the conditions and covenants
of this Indenture as may be required from time to time by such rules
and regulations;
(3) transmit, within thirty days after the filing thereof with
the Trustee, to the Holders, in the manner and to the extent
provided
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in Section 703(c) with respect to reports pursuant to Section
703(a), such summaries of any information, documents and reports
required to be filed by Century pursuant to paragraphs (1) and (2)
of this Section as may be required by rules and regulations
prescribed from time to time by the Commission; and
(4) furnish to the Trustee annually a brief certificate from
the principal executive officer, principal financial officer or
principal accounting officer, as to his or her knowledge, of
Century's compliance with all conditions and covenants under this
Indenture which are applicable to Century. For the purposes of this
paragraph, such compliance will be determined without regard to any
period of grace or requirement of notice provided under the
Indenture.
ARTICLE 2
MISCELLANEOUS
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Section 2.1 Definitions. Capitalized terms used herein without definition
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shall have the respective meanings ascribed to them in the Original Indenture.
Section 2.2 Confirmation of Indenture. Except as specifically amended
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and supplemented by this First Supplemental Indenture, the Original Indenture
shall remain in full force and effect and is hereby ratified and confirmed.
Section 2.3 Concerning the Trustee. The Trustee assumes no duties,
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responsibilities or liabilities by reason of this First Supplemental Indenture
other than as set forth in the Original Indenture.
Section 2.4 Governing Law. This First Supplemental Indenture, including,
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without limitation, the Guaranty, shall be governed by the laws of the State of
New York.
Section 2.5 Separability. In the event any one or more of the provisions
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contained in this First Supplemental Indenture 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, which shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
Section 2.6 Counterparts. This First Supplemental Indenture may be
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executed in multiple counterparts, each of which shall be deemed an original,
but all of which when taken together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be executed and delivered effective as of the date first above
written.
CENTURYTEL OF THE NORTHWEST, INC.
(formerly known as Pacific Telecom, Inc.)
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------
NAME: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
TITLE: Vice-President, Treasurer
and Secretary
CENTURY TELEPHONE ENTERPRISES, INC.
BY: /s/ R. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
--------------------------
NAME: R. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇.
TITLE: Senior Vice-President and
Chief Financial Officer
THE FIRST NATIONAL BANK OF CHICAGO
BY: /s/ ▇. ▇▇▇▇▇▇
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NAME: ▇. ▇▇▇▇▇▇
TITLE: President
