Exhibit 4.3
AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
This Agreement of Resignation, Appointment and Acceptance is made by and
among that issuer or other person who is identified in Exhibit A attached hereto
(the "Exhibit") as the "Issuer" (the "Issuer"), The Bank of New York, a banking
corporation with trust powers duly organized and existing under the laws of the
State of New York and having its principal corporate trust office at 000 Xxxxxxx
Xxxxxx, Xxx Xxxx, XX 00000 (the "Bank") and The Bank of New York Trust Company,
N.A. ("BNYTC"), a national banking association duly organized and existing under
the laws of the United States and having its principal office in Los Angeles,
California.
RECITALS:
WHEREAS, the Issuer and the Bank entered into one or more trust
indentures, paying agency agreements, registrar agreements, or other relevant
agreements as such are more particularly described in the Exhibit under the
section entitled "Agreements" (individually and collectively referred to herein
as the "Agreements") under which the Bank was appointed in the capacity or
capacities identified in the Exhibit (individually and collectively the
"Capacities");
WHEREAS, the Issuer desires to appoint BNYTC as the successor to the Bank
in its Capacities under the Agreements; and
WHEREAS, BNYTC is willing to accept such appointment as the successor to
the Bank in its Capacities under the Agreements.
NOW, THEREFORE, the Issuer, the Bank and BNYTC, for and in consideration
of the premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, hereby consent and agree as
follows:
-1-
ARTICLE I
THE BANK
Section 1.01. The Bank hereby resigns from its Capacities under the
Agreements.
Section 1.02. The Bank hereby assigns, transfers, delivers and confirms to
BNYTC all right, title and interest of the Bank in its Capacity(s) relating to
the Agreements.
ARTICLE II
THE ISSUER
Section 2.01. The Issuer hereby accepts the resignation of the Bank from
its Capacities under the Agreements.
Section 2.02. All conditions relating to the appointment of BNYTC as the
successor to the Bank in its Capacities under the Agreements have been met by
the Issuer, and the Issuer hereby appoints BNYTC to its Capacities under the
Agreements with like effect as if originally named to such Capacities under the
Agreements.
ARTICLE III
BNYTC
Section 3.01. BNYTC hereby represents and warrants to the Bank and to the
Issuer that BNYTC is not disqualified to act in the Capacities under the
Agreements.
Section 3.02. BNYTC hereby accepts its appointments to the Capacities
under the Agreements and accepts and assumes the rights, powers, duties and
obligations of the Bank under the Agreements, upon the terms and conditions set
forth therein, with like effect as if originally named to such Capacities under
the Agreements.
ARTICLE IV
MISCELLANEOUS
Section 4.01. This Agreement and the resignation, appointment and
acceptance effected hereby shall be effective as of 12:01 A.M. local Los Angeles
time on the Effective Date set forth in the Exhibit.
Section 4.02. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia.
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.
Section 4.04. The persons signing this Agreement on behalf of the Issuer,
BNYTC and the Bank are duly authorized to execute it on behalf of the each
party, and each party warrants that it is authorized to execute this Agreement
and to perform its duties hereunder.
-2-
Section 4.05. The Issuer represents that it is the type of entity as
identified in the Exhibit and has been duly organized and is validly existing
under the laws of the jurisdiction and with the principal office as identified
in the Exhibit.
-3-
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.
XXX RADIO, INC.
By: /s/ Xxxxxxx Xxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Treasurer
THE BANK OF NEW YORK
By: /s/ Xxxxxx Xxxxxx
----------------------------
Name: Xxxxxx Xxxxxx
Title: Agent
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title:
-4-
EXHIBIT A
Issuer: Xxx Radio, Inc.
Effective Date: March 1, 2005
Agreement(s) Indentures:
Xxx Radio, Inc. 6.375% Notes Due May 15, 2005
Xxx Radio, Inc. 6.625% Sr. Notes Due February 15, 2006
-5-
