Exhibit 4.5
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January
18, 2001, by and among Triton PCS, Inc. a corporation duly organized and
existing under the laws of the state of Delaware (the "Issuer"), Chase Manhattan
Trust Company, National Association, a national banking association duly
organized and existing under the laws of the United States of America ("Prior
Trustee") and THE BANK OF NEW YORK, a banking corporation duly organized and
existing under the laws of the State of New York ("Successor Trustee").
RECITALS:
WHEREAS, the Issuer and Prior Trustee entered into a Trust Indenture dated
as of May 4, 1998, as supplemented by a First Supplemental Indenture dated as of
March 30, 1999, and a Second Supplemental Indenture dated as of December 21,
1999, (collectively the "Indenture") by and between the Issuer and the Prior
Trustee;
WHEREAS, the 11% Senior Subordinated Discount Notes due 2008 (the
"Securities") (as such term is defined in the Indenture) were originally
authorized and issued under the Indenture;
WHEREAS, the Issuer desires to appoint Successor Trustee as Trustee, Paying
Agent and Registrar to succeed Prior Trustee in such capacities under the
Indenture; and
WHEREAS, Successor Trustee is willing to accept such appointment as
Successor Trustee, Paying Agent and Registrar under the Indenture;
NOW, THEREFORE, the Issuer, Prior Trustee and Successor Trustee, for and in
consideration of the premises and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, hereby consent and
agree as follows:
ARTICLE I
THE PRIOR TRUSTEE
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SECTION 1.01 Prior Trustee hereby resigns as Trustee under the Indenture.
SECTION 1.02 Prior Trustee hereby assigns, transfers, delivers and confirms
to Successor Trustee all right, title and interest of Prior Trustee in and to
the trusts of the Trustee under the Indenture and all the rights, powers and
trusts of the Trustee under the Indenture. Prior Trustee shall execute and
deliver such further instruments and shall do such other things as Successor
Trustee may reasonably require so as to more fully and certainly vest and
confirm in Successor Trustee all the rights, powers and trust hereby assigned,
transferred, delivered and confirmed to Successor Trustee as Trustee, Paying
Agent and Registrar.
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ARTICLE II
THE ISSUER
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SECTION 2.01 The Issuer accepts the resignation of Prior Trustee as
Trustee, Paying Agent and Registrar under the Indenture.
SECTION 2.02 All conditions relating to the appointment of The Bank of New
York as Successor Trustee, Paying Agent and Registrar under the Indenture have
been met by the Issuer, and the Issuer hereby appoints Successor Trustee as
Trustee, Paying Agent and Registrar under the Indenture with like effect as if
originally named as Trustee, Paying Agent and Registrar in the Indenture.
ARTICLE III
THE SUCCESSOR TRUSTEE
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SECTION 3.01 Successor Trustee hereby represents and warrants to Prior
Trustee and to the Issuer that Successor Trustee is not disqualified to act as
Trustee under the Indenture.
SECTION 3.02 Successor Trustee hereby accepts its appointment as Successor
Trustee, Paying Agent and Registrar under the Indenture and accepts the rights,
powers, duties and obligations of Prior Trustee as Trustee, Paying Agent and
Registrar under the Indenture, upon the terms and conditions set forth therein,
with like effort as if originally named as Trustee, Paying Agent and Registrar
under the Indenture.
ARTICLE IV
MISCELLANEOUS
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SECTION 4.01 This Agreement and the resignation, appointment and acceptance
effected hereby shall be effective as of the opening of business on the date
first written above.
SECTION 4.02 This Agreement shall be governed by and construed in
accordance with the laws of the jurisdiction which governs the Indenture. The
laws of the State of New York govern the Indenture.
SECTION 4.03 This Agreement 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 Agreement of Resignation
Appointment and Acceptance to be duly executed and acknowledged all as of the
day and year first above written.
Triton PCS, Inc., as Issuer
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President of
Finance and Treasurer
Chase Manhattan Trust Company,
National Association as Prior Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
The Bank of New York, as
Successor Trustee
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
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