Exhibit
4.2
GTE HAWAIIAN TELEPHONE COMPANY INCORPORATED
BOARD OF DIRECTORS' RESOLUTION
RESOLVED:
(1) GTE Hawaiian Telephone Company Incorporated (the
"Company") shall create and issue $___,000,000 aggregate
principal amount of its Debentures, Series _, Due ____ (the "New
Debentures"), with the terms set forth in the proposal of the
purchasers and the Indenture dated as of February 1, 1995, as
amended and supplemented by the First Supplemental Indenture
dated as of July 1, 1996 (as amended and supplemented, the
"Indenture"), between the Company and Hawaiian Trust Company,
Limited (the "Trustee"), to wit:
(a) The New Debentures shall mature on __________________.
(b) The New Debentures shall bear interest from
____________, 199_, until the principal thereof becomes due
and payable at the rate of _____% per annum, payable semi-
annually on ____________ and ____________ in each year
commencing __________, and any overdue principal and (to the
extent that the payment of such interest is enforceable
under applicable law) any overdue installment of interest
thereon shall bear interest at the same rate per annum; the
principal of and the interest on the New Debentures shall be
payable in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts, at the office or agency
of the Company in the City of Honolulu and State of Hawaii;
provided, however, that payment of interest may be made at
the option of the Company by check mailed to the registered
holder at such address as shall appear in the Security
Register. The regular record date with respect to any
interest payment date for the New Debentures shall mean the
____________ or ____________, as the case may be, next
preceding such interest payment date, whether or not such
date is a business day.
(c) [The New Debentures will not be redeemable prior to
maturity.]
OR
[The New Debenture will not be redeemable prior to _______.
Thereafter, the New Debenture will be redeemable on not less
than 30 nor more than 60 days notice given as provided in
the Indenture, as a whole or in part, at the option of the
Company at the redemption price set forth below. The
"initial regular redemption price" will be the initial
public offering price as defined below plus the rate of
interest on the New Debentures. The redemption price during
the twelve month period beginning _________ and during the
twelve month periods beginning on each ____________
thereafter through the twelve month period ended ___________
will be determined by reducing the initial regular
redemption price by an amount determined by multiplying (a)
1/_ of the amount by which such initial regular redemption
price exceeds 100% by (b) the number of such full twelve
month periods which shall have elapsed between __________
and the date fixed for redemption, and thereafter the
redemption prices during the twelve month periods beginning
____________ shall be 100%; provided, however, that all such
0.01%, then to the next higher 0.01%.
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For the purpose of determining the redemption prices of the
New Debentures, the initial public offering price of the New
Debentures shall be the price, expressed in percentage of
principal amount (exclusive of accrued interest), at which
the New Debentures are to be initially offered for sale to
the public; if there is not a public offering of the New
Debentures, the initial public offering price of the New
Debentures shall be deemed to be the price, expressed in
percentage of principal amount (exclusive of accrued
interest), to be paid to the Company by the Purchasers.]
(d) [The New Debentures shall be issued in definitive fully-
registered form without coupons, and the New Debentures
shall be denominated in coin or currency of the United
States, in denominations of One Thousand Dollars ($1,000) or
any integral multiple thereof.]
OR
[The New Debentures shall be issued in the form of one or
more global certificates which shall represent, and shall be
denominated in an amount equal to the aggregate principal
amount of, the New Debentures and shall be registered in the
name of The Depository Trust Company or its nominee.]
(e) The New Debentures and the Trustee's Certificate of
Authentication to be endorsed thereon are to be
substantially in the following form:
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(FORM OF FACE OF DEBENTURE)
[If Debenture is a Global Debenture, insert the following:
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.11 OF THE INDENTURE,
THIS GLOBAL DEBENTURE 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.]
[If The Depository Trust Company is the Depository, insert the
following:
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration
of transfer, exchange, or payment, and any certificate issued is
registered in the name of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest
herein.]
No. _____________ $ _____________
GTE Hawaiian Telephone Company Incorporated
____% Debentures, Series _, Due ____
GTE Hawaiian Telephone Company Incorporated, a corporation duly
organized and existing under the laws of the State of Hawaii
(herein referred to as the "Company"), for value received, hereby
promises to pay to _______________ or registered assigns, the
principal sum of __________________ Dollars on __________________
and to pay interest on said principal sum from
__________________, or from the most recent interest payment date
to which interest has been paid or duly provided for, semi-
annually on _________ and ____________ in each year, commencing
____________, at the rate of _____% per annum until the principal
hereof shall have become due and payable, and on any overdue
principal and (to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of
interest at the same rate per annum. The interest installment so
payable, and punctually paid or duly provided for, on any
interest payment date will, as provided in the Indenture
hereinafter referred to, be paid to the person in whose name this
Debenture (or one or more Predecessor Securities, as defined in
said Indenture) is registered at the close of business on the
regular record date for such interest installment, which shall be
the __________ or __________, as the case may be (whether or not
a business day), next preceding such interest payment date. Any
such interest installment not so punctually paid or duly provided
for shall forthwith cease to be payable to the registered holder
on such regular record date, and may be paid to the person in
whose name this Debenture (or one or more Predecessor Securities)
is registered at the close of business on a special record date
to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders
of this series of Debentures not less than 10 days prior to such
special record date, or may be paid at any time in any other
lawful manner not inconsistent
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with the requirements of any securities exchange on which the
Debentures may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in the Indenture
hereinafter referred to. The principal of and the interest on
this Debenture shall be payable at the office or agency of the
Company maintained for that purpose in the City of Honolulu,
State of Hawaii in any coin or currency of the United States of
America which at the time of payment is legal tender for payment
of public and private debts; provided, however, that payment of
interest may be made at the option of the Company by check mailed
to the registered holder at such address as shall appear in the
Security Register.
This Debenture shall not be entitled to any benefit under the
Indenture hereinafter referred to, or be valid or become
obligatory for any purpose, until the Certificate of
Authentication hereon shall have been signed by or on behalf of
the Trustee.
The provisions of this Debenture are continued on the reverse
side hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument
to be executed.
Dated _______________________
GTE HAWAIIAN TELEPHONE COMPANY
INCORPORATED
By __________________________
President
Attest:
By __________________________
Secretary
(FORM OF CERTIFICATE OF AUTHENTICATION)
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
Hawaiian Trust Company, Limited
as Trustee, Authenticating Agent and
Security Registrar
By __________________________
Authorized Signatory
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(FORM OF REVERSE OF DEBENTURE)
This Debenture is one of a duly authorized series of Securities
of the Company (herein sometimes referred to as the
"Securities"), all issued or to be issued in one or more series
under and pursuant to an Indenture dated as of February 1, 1995,
as amended and supplemented by the First Supplemental Indenture
dated as of July 1, 1996, each duly executed and delivered
between the Company and Hawaiian Trust Company, Limited, a trust
company organized and existing under the laws of the State of
Hawaii (hereinafter referred to as the "Trustee") (said
Indenture, as so amended and supplemented, is hereinafter
referred to as the "Indenture"), to which Indenture reference is
hereby made for a description of the rights, limitation of
rights, obligations, duties and immunities thereunder of the
Trustee, the Company and the holders of the Securities. By the
terms of the Indenture, the Securities are issuable in series
which may vary as to amount, date of maturity, rate of interest
and in other respects as in the Indenture provided. This
Debenture is one of the series designated on the face hereof
(herein called the "Debentures") limited in aggregate principal
amount to $___,000,000.
[INSERT IF GLOBAL DEBENTURE - This Global Debenture shall be
exchangeable for Debentures in definitive form registered in the
names of persons other than the Depository or its nominee only if
(i) the Depository notifies the Company that it is unwilling or
unable to continue as the Depository or if at any time such
Depository is no longer registered or in good standing under the
Securities Exchange Act of 1934 or other applicable statute and a
successor depository is not appointed by the Company within 90
days or (ii) the Company executes and delivers to the Trustee an
Officer's Certificate that the Global Debenture shall be so
exchangeable. To the extent that the Global Debenture is
exchangeable pursuant to the preceding sentence, it shall be
exchangeable for Debentures registered in such names as the
Depository shall direct.
Notwithstanding any other provision herein, this Global Debenture
may not be transferred except as a whole by the Depository to a
nominee of such Depository or by a nominee of such Depository to
such Depository or another nominee of such Depository.]
In case an Event of Default, as defined in the Indenture, with
respect to the Debentures shall have occurred and be continuing,
the principal of all of the Debentures may be declared, and upon
such declaration shall become, due and payable, in the manner,
with the effect and subject to the conditions provided in the
Indenture.
The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a
majority in aggregate principal amount of the Securities of each
series affected at the time outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of
adding any provisions to or changing in any manner or eliminating
any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders
of the Securities; provided, however, that no such supplemental
indenture shall (i) extend the fixed maturity of any Securities
of any series, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or
reduce any premium payable upon the redemption thereof, without
the consent of the holder of each Security so affected or (ii)
reduce the aforesaid percentage of Securities, the holders of
which are required to consent to any such supplemental indenture,
without the consent of the holders of each Security then
outstanding and affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate
principal amount of the Securities of any series at the time
outstanding, on behalf of the holders of Securities of such
series, to waive any past default in the
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performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture with respect to such
series, and its consequences, except a default in the payment of
the principal of, or premium, if any, or interest on any of the
Securities of such series. Any such consent or waiver by the
registered holder of this Debenture (unless revoked as provided
in the Indenture) shall be conclusive and binding upon such
holder and upon all future holders and owners of this Debenture
and of any Debenture issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise),
irrespective of whether or not any notation of such consent or
waiver is made upon this Debenture.
No reference herein to the Indenture and no provision of this
Debenture or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Debenture at the
times and place and at the rate and in the money herein
prescribed.
The Debentures are issuable as registered Debentures without
coupons in denominations of $1,000 or any integral multiple
thereof. Debentures may be exchanged, upon presentation thereof
for that purpose, at the office or agency of the Company in the
City of Honolulu, State of Hawaii, for other Debentures of
authorized denominations, and for a like aggregate principal
amount and series, and upon payment of a sum sufficient to cover
any tax or other governmental charge in relation thereto.
[The Debentures will not be redeemable prior to maturity.]
OR
[The Debentures may not be redeemed prior to ________________.
The Debentures may be redeemed on not less than 30 nor more than
60 days' prior notice given as provided in the Indenture, as a
whole or from time to time in part, at the option of the Company,
on any date or dates on or after ______________, and prior to
maturity, at the applicable percentage of the principal amount
thereof to be redeemed as set forth below under the heading
"Redemption Price" during the respective twelve month periods
beginning ____ of the years shown below:
Year Redemption Price
____ ________________
%
together, in each case, with accrued interest to the date fixed
for redemption (but if the date fixed for redemption is an
interest payment date, the interest installment payable on such
date shall be payable to the registered holder at the close of
business on the applicable record date).]
As provided in the Indenture and subject to certain limitations
therein set forth, this Debenture is transferable by the
registered holder hereof on the Security Register of the Company,
upon surrender of this Debenture for registration of transfer at
the office or agency of the Company in the City of Honolulu,
State of Hawaii accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or
the Security Registrar duly executed by the registered holder
hereof or his attorney duly authorized in writing, and thereupon
one or more new Debentures of authorized denominations and for
the same aggregate principal amount and series will be issued to
the designated transferee or transferees. No service charge will
be made for any such transfer, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in relation thereto.
-7-
Prior to due presentment for registration of transfer of this
Debenture the Company, the Trustee, any paying agent and any
Security Registrar may deem and treat the registered holder
hereof as the absolute owner hereof (whether or not this
Debenture shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the
Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and (subject to Section 2.03 of
the Indenture) interest due hereon and for all other purposes,
and neither the Company nor the Trustee nor any paying agent nor
any Security Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of the principal of or
the interest on this Debenture, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the
Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of
any predecessor or successor corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.
[INSERT IF GLOBAL DEBENTURE - The Depository by acceptance of
this Global Debenture agrees that it will not sell, assign,
transfer or otherwise convey any beneficial interest in this
Global Debenture unless such beneficial interest is in an amount
equal to an authorized denomination for Debentures of this
series.]
Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Indenture.
(2) The office of Hawaiian Trust Company, Limited is hereby
designated and created as the agency of the Company in the City
of Honolulu, State of Hawaii at which (i) both the principal and
the interest on the New Debentures are payable and notices,
presentations and demands to or upon the Company in respect of
the New Debentures may be given or made, (ii) the New Debentures
may be surrendered for transfer or exchange and transferred or
exchanged in accordance with the terms of the Indenture and (iii)
books for the registration and transfer of the New Debentures
shall be kept;
(3) The office of Hawaiian Trust Company, Limited is hereby
designated and created as Security Registrar of the Company in
the City of Honolulu, State of Hawaii at which (i) the Company
shall register the New Debentures, (ii) the New Debentures may be
surrendered for transfer or exchange and transferred or exchanged
in accordance with the terms of the Indenture, and (iii) books
for the registration and transfer of the New Debentures shall be
kept;
(4) The New Debentures authorized at this meeting shall be
in substantially the forms and shall have the characteristics
provided in the Indenture, and the forms of the New Debentures of
each such series set forth in these resolutions is hereby
approved and adopted;
FURTHER RESOLVED:
(1) The President or any Vice President is hereby
authorized and directed to sign a Purchase Agreement in
substantially the form of the Purchase Agreement provided as an
exhibit to the registration statement filed with respect to the
New Debentures (the "Registration Statement") or any document
incorporated therein by reference, reflecting the terms of the
New Debentures approved hereby.
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(2) The President or any Vice President and the Secretary
or any Assistant Secretary are hereby authorized and directed to
deliver to the Trustee a certified record of this Board
Resolution setting forth the terms of the New Debentures as
required by Section 2.01 of the Indenture.
(3) The President or any Vice President is hereby
authorized and directed to execute $____,000,000 aggregate
principal amount of New Debentures on behalf of the Company under
its corporate seal or a facsimile attested by the Secretary or
any Assistant Secretary, and the signature of the President, or
any Vice President, may be in the form of a facsimile signature
of the present or any future President or Vice President and/or
the signature of the Secretary or any Assistant Secretary in
attestation of the corporate seal may be in the form of a
facsimile signature of the present or any future Secretary or
Assistant Secretary, and should any officer who signs, or whose
facsimile signature appears upon, any of the New Debentures,
cease to be such an officer prior to their issuance, the New
Debentures so signed or bearing such facsimile signature shall
still be valid and, without prejudice to the use of the facsimile
signature of any other officer as herein above authorized, the
facsimile signature of Warren H. Haruki, President, and the
facsimile signature of Charles J. Somes, Secretary, are hereby
expressly approved and adopted;
(4) The officers are hereby authorized and directed to
cause the New Debentures to be delivered to the Trustee for
authentication and delivery by it in accordance with the
provisions of the Indenture, and the Trustee is hereby authorized
and requested to authenticate the New Debentures upon compliance
by the Company with the provisions of the Indenture and to
deliver the same to or upon the written order of the President or
any Vice President, and the President or any Vice President is
hereby authorized and directed to apply to the Trustee for the
authentication and delivery of the New Debentures;
(5) The President or any Vice President and the Treasurer
or any Assistant Treasurer are hereby authorized and empowered to
endorse, in the name and on behalf of the Company, any and all
checks received in connection with the sales of the New
Debentures for application as set forth in the "Use of Proceeds"
section of the Registration Statement, or for deposit to the
account of the Company in any bank, and that any such endorsement
be sufficient to bind the Company;
(6) The officers are hereby authorized and directed to sell
to the purchasers the aggregate principal amounts of the New
Debentures at the price and upon the terms and conditions set
forth in the Purchase Agreement covering the sale of the New
Debentures; and
(7) The officers are authorized and directed to execute and
deliver all such instruments and documents, to incur on behalf of
the Company all such expenses and obligations, to make all such
payments, and to do all such other acts and things as they may
consider necessary or desirable in connection with the
accomplishment of the intent and purposes of the foregoing
resolutions.
HI:8-K:34