EX-4.1.2:



 






Exhibit 4.1.2




CINGULAR WIRELESS LLC,




CINGULAR WIRELESS II, LLC




AND




J.P. MORGAN TRUST COMPANY, National Association

Successor Trustee










Second Supplemental Indenture




Dated as of October 27, 2004










SECOND SUPPLEMENT TO INDENTURE DATED AS OF DECEMBER 12, 2001




 









 








     SECOND
SUPPLEMENTAL INDENTURE, dated as of October 27, 2004, by and among Cingular
Wireless LLC, a limited liability company duly organized and existing under the
laws of the State of Delaware (the “Company”), having its principal office at
5565 Glenridge Connector, Atlanta, Georgia 30342, Cingular Wireless II, LLC, a
limited liability company duly organized and existing under the laws of the
State of Delaware (herein called the “Co-Obligor”), having its principal office
at 5565 Glenridge Connector, Atlanta, Georgia 30342, and J.P. Morgan Trust
Company, National Association, a national banking association, as successor
Trustee to Bank One Trust Company, N.A. (the “Trustee”).



RECITALS




     Whereas, the Company has heretofore executed and delivered to the Trustee
a certain indenture, dated as of December 12, 2001 (as supplemented and
amended, the “Indenture”), pursuant to which the Company has issued its 5.625%
Senior Notes due 2006 (the “2006 Notes”), its 6.50% Senior Notes due 2011 (the
“2011 Notes”) and its 7.125% Senior Notes due 2031 (the “2031 Notes”), and
which provides for the issuance from time to time of its unsecured debentures,
notes or other evidences of indebtedness (together with the 2006 Notes, the
2011 Notes and the 2031 Notes, the “Securities”), to be issued in one or more
series as in the Indenture provided;



     Whereas, the Company has furnished the Trustee with (i) an Opinion of
Counsel to the Company stating that the execution of this Second Supplemental
Indenture is authorized or permitted by the Indenture, (ii) an Officer’s
Certificate from the Company certifying that the Board Resolution has been duly
adopted and is in full force and effect and that this Second Supplemental
Indenture complies with the requirements of the Indenture, and (iii) a copy of
the Board Resolution of the Company pursuant to which this Second Supplemental
Indenture has been authorized; and



     Whereas, all things necessary to make this Second Supplemental Indenture a
valid agreement of the Company, the Co-Obligor and the Trustee and a valid
amendment of and supplement to the Indenture have been done.



     Now, therefore, this Second Supplemental Indenture witnesseth:



     For and in consideration of the premises, it is mutually agreed, for the
equal and proportionate benefit of all Holders of the Securities or of series
thereof, as follows:



ARTICLE I

DEFINITIONS




Section 1.1 Definitions.




     For all purposes of this Second Supplemental Indenture, except as
otherwise stated herein, capitalized terms used herein but not otherwise
defined in this Second Supplemental Indenture shall have the respective
meanings assigned to them in the Indenture. Each reference to “herein”,
“hereof” and “hereunder” and other words of similar import contained in the
Indenture shall, after this Second Supplemental Indenture



 









 






becomes effective, refer to the Indenture as supplemented hereby.



ARTICLE II

AMENDMENT




Section 2.1 Amendment of Introductory Paragraph.




     The first paragraph of the Indenture immediately preceding the first
recital is hereby amended by inserting the following phrase immediately
following the phrase “5565 Glenridge Connector, Atlanta, Georgia 30342”:
“Cingular Wireless II, LLC, a limited liability company duly organized and
existing under the laws of the State of Delaware (herein called the
“Co-Obligor”), having its principal offices at 5565 Glenridge Connector,
Atlanta, Georgia 30342”.



Section 2.2 Amendment of Certain Definitions. Section 101 of the Indenture is
hereby amended as follows:




     (a) by inserting the following new definitions in appropriate alphabetical
order:




     ““Co-Obligor” means the Person named as the “Co-Obligor” in the
first paragraph of this instrument, or such Person, if any, that shall
have become the successor to such Person pursuant to the applicable
provisions of this Indenture, whereupon the “Co-Obligor” shall mean such
successor Person.”;




     ““Co-Obligation” means the obligations of the Co-Obligor pursuant
to Section 311(a) hereunder.”;



     (b) by deleting the definition of “Manager” and restating it in its
entirety as the following:




     ““Manager” means, with respect to the Company and the Co-Obligor,
the Person named as the “Manager” in the first paragraph under the
caption “Recitals of the Company” and its successors or any successor
that serves as manager of the Company and to the Co-Obligor for so long
as such Person or its successors shall serve as manager for both the
Company and the Co-Obligor and references to the “Manager” herein shall
be to the Manager in both its capacity as manager of the Company and as
manager of the Co-Obligor. In the event that such Person shall cease to
serve as manager for either the Company or the Co-Obligor, references
herein to the “Manager” shall be deemed to be read as the manager of the
Company and the manager of the Co-Obligor.”



Section 2.3 Amendment of Section 105 of the Indenture.




     Section 105(2) of the Indenture is hereby amended by inserting,
immediately following the phrase “the Company”, the phrase “or the Co-Obligor”.



 









 





Section 2.4 Addition of Section 311 of the Indenture.




     The Indenture is hereby amended by inserting the following new Section 311:




     “Section 311. Co-Obligation.



          (a) Co-Obligor hereby fully, unconditionally and irrevocably assumes and
agrees to perform and discharge, jointly and severally with the Company, the
due and punctual payment of the principal of and any premium and interest on
all the Securities and the performance or observance of every covenant of this
Indenture on the part of the Company to be performed or observed. The
obligations of the Co-Obligor hereunder are primary and not merely those of a
surety. The Co-Obligor hereby waives diligence, presentment, demand of
payment, any right to require a proceeding first against the Company, protest
or notice and all demands whatsoever with respect to the Securities or the
indebtedness evidenced thereby, and covenants that the Co-Obligation hereunder
will not be discharged as to the Indenture except as contemplated by Section
401 of this Indenture or as to any Securities except as contemplated by Article
Thirteen of the Indenture and, in each case, and upon the satisfaction of the
conditions under such Section or Article by one of the Company or the
Co-Obligor. In addition, the Co-Obligor agrees to be bound by, and observe and
perform, the terms of the Indenture as if all references herein to the
“Company” herein were to the Co-Obligor and the Company, jointly and severally.



          (b) The Co-Obligation shall be valid and obligatory with respect to any
Security that heretofore or hereinafter has been authenticated and delivered
hereunder.



          (c) The Co-Obligor hereby agrees, if requested by the Company, to execute
the Co-Obligation substantially to the effect above recited to be endorsed on
the Securities of any series authenticated and delivered hereunder. The Company
and the Co-Obligor hereby agree, if requested by the Trustee, to execute and
deliver to the Trustee for authentication new Securities of any series of
Outstanding Securities with such Co-Obligation endorsed thereon (and otherwise
identical to the old Securities) together with a Company Order for
authentication and delivery of such new Securities, and the Trustee hereby
agrees, if requested by the Company, in accordance with the Company Order to
authenticate and deliver such new Securities in exchange for Outstanding
Securities of such series. The Co-Obligation endorsed on any Securities shall
be executed on behalf of Co-Obligor by the Manager, by its Chairman of the
Board, Vice Chairman of the Board, President, Chief Financial Officer,
Treasurer or one of its Vice Presidents, and may, but need not be, attested by
any of the aforementioned officers, which signatures may be manual or
facsimile. Co-Obligation endorsed on any Securities bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Manager shall bind the Co-Obligor notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Co-Obligation endorsed on such Securities or did not hold such
offices at the date of such Securities. In case any individual who shall have
signed any Co-Obligation on behalf of



 









 






the Co-Obligor shall cease to be a proper officer before the Securities on
which such Co-Obligation is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Securities
nevertheless may be authenticated and delivered or disposed of as though the
individual who signed such Co-Obligation had not ceased to be a proper officer,
and any Co-Obligation may be signed on behalf of the Co-Obligor by such
individuals as, at the actual date of the execution of such Co-Obligation,
shall be the proper officers of the Co-Obligor, although at the date of such
Securities or of the execution of this Indenture any such individual was not
such an officer.”



Section 2.5 Amendment of Section 802




     The Indenture is hereby amended by inserting the following immediately
after the phrase “the predecessor Person shall be relieved of all obligations
and covenants under this Indenture and the Securities”:



     “; provided, that, in the event that any such conveyance, transfer or
lease is made to any other Person, the obligor making such conveyance, transfer
or lease shall not be relieved any of its obligations and covenants under this
Indenture and the Securities unless it elects in writing to be so relieved.”



ARTICLE III

MISCELLANEOUS




Section 3.1 Effectiveness.




     The amendments to the Indenture set forth in Article II of this Second
Supplemental Indenture shall only become effective upon the execution of this
Second Supplemental Indenture in accordance with the requirements of Article
Nine of the Indenture.



Section 3.2 Confirmation of Indenture.




     As amended and modified by this Second Supplemental Indenture, the
Indenture is in all respects ratified and confirmed and the Indenture and this
Second Supplemental Indenture shall be read, taken and construed as one and the
same instrument.



Section 3.3 Governing Law.




     This Second Supplemental Indenture shall be governed by and construed in
accordance with the law of the State of New York without regard to conflicts of
law principles thereof.



Section 3.4 Counterparts.




     This instrument may be 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.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed all as of the day and year first
above written.




CINGULAR WIRELESS II, LLC




By: CINGULAR WIRELESS CORPORATION

as Manager




	 	 	 	 	 	 	 
	By	 	/s/ Sean Foley
	 	 	

	

	 	 	 	Name: Sean Foley

Title: Vice President – Treasurer	 	 









	 	 	 

	Attest:
	By	 	/s/ John J. O’Connor	
	 	 	
	







CINGULAR WIRELESS LLC




By: CINGULAR WIRELESS CORPORATION

as Manager




	 	 	 	 	 	 	 
	By	 	/s/ Sean Foley
	 	 	

	

	 	 	 	Name: Sean Foley

Title: Vice President – Treasurer	 	 







	 	 	 

	Attest:
	By 	 	 /s/ John J. O’Connor
	 	 	








J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

as Trustee




	 	 	 
	By  	/s/ Mary Jane Henson
	 	

	 	 	Name: Mary Jane Henson

Title: Vice President






	 	 	 
	Attest:
	By  	/s/ Josie L. Hixon
	 	

	 	 	Name: Josie L. Hixon

Title: Assistant Vice President