EXHIBIT 4.2
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SUPPLEMENTAL INDENTURE, dated as of May 15, 2007, to the Indenture,
dated as of November 14, 2001 (as amended, the "Indenture"), by and among
SUNCOM WIRELESS, INC. (f/k/a TRITON PCS, INC.), a Delaware corporation
(hereinafter called the "Company"), the Guarantors party thereto and THE BANK
OF NEW YORK, as trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company, the Guarantors party thereto and the Trustee have
heretofore executed and delivered the Indenture, and the Company has issued
pursuant to the Indenture $400,000,000 aggregate principal amount of 8-3/4%
Senior Subordinated Notes Due 2011 (the "Securities"), of which $397,000,000
aggregate principal amount is currently outstanding;
WHEREAS, Section 10.02 of the Indenture provides that the Company, the
Guarantors, if any, and the Trustee may amend or supplement the Indenture and
the Securities with the written consent of the Holders of at least a majority in
principal amount of the outstanding Securities;
WHEREAS, the Company, SunCom Wireless Investment Co., LLC, SunCom Wireless
Holdings, Inc. and the holders of certain of the Securities are parties to that
certain Exchange Agreement, dated as of January 31, 2007 (the "Exchange
Agreement"), whereby the holders of such Securities have agreed to exchange all
of their outstanding Securities, as well as all of the 9-3/8% Senior
Subordinated Notes due 2011 of the Company held by such holders, in exchange for
shares of Class A common stock, par value $0.01 per share, of SunCom Wireless
Holdings, Inc. (the "Exchange");
WHEREAS, the Exchange is conditioned upon, among other things, certain
proposed amendments to the Securities and the Indenture (the "Proposed
Amendments") having been approved by at least a majority in outstanding
principal amount of the Securities (and a supplemental indenture in respect
thereof having been executed and delivered);
WHEREAS, the Company has received and delivered to the Trustee the
requisite consents to effect the Proposed Amendments under the Indenture;
WHEREAS, the Company has been authorized by a resolution of its Board of
Directors to enter into this Supplemental Indenture; and
WHEREAS, all other acts and proceedings required by law, by the Indenture
and by the certificate of incorporation and by-laws of the Company to make this
Supplemental Indenture a valid and binding agreement for the purposes expressed
herein, in accordance with its terms, have been duly done and performed.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Company, the Guarantors party
hereto and the Trustee hereby agree as follows:
ARTICLE ONE
SECTION 1.01. Amendment of Indenture. Following the execution of this
Supplemental Indenture, the terms hereof will become operative (the "Operative
Time") concurrently with closing of the transactions contemplated by the
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Exchange Agreement. The Company will give the Trustee prompt written notice of
the Operative Time. As of the Operative Time, the amendments to the Indenture
effected hereby shall be deemed fully operative without any further notice or
action on the part of the Company, the Trustee, any Holder or any other Person.
SECTION 1.02. Definitions. Capitalized terms used in this Supplemental
Indenture and not otherwise defined herein shall have the meanings assigned to
such terms in the Indenture.
ARTICLE TWO
SECTION 2.01. Amendment to Section 4.03. Section 4.03 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.02. Amendment to Section 4.04. Section 4.04 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.03. Amendment to Section 4.05. Section 4.05 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.04. Amendment to Section 4.06. Section 4.06 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.05. Amendment to Section 4.07. Section 4.07 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.06. Amendment to Section 4.08. Section 4.08 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.07. Amendment to Section 4.09. Section 4.09 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.08. Amendment to Section 4.10. Section 4.10 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.09. Amendment to Section 4.11. Section 4.11 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
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SECTION 2.10. Amendment to Section 4.12. Section 4.12 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.11. Amendment to Section 4.13. Section 4.13 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.12. Amendment to Section 4.14. Section 4.14 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.13. Amendment to Section 4.15. Section 4.15 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.14. Amendment to Section 4.16. Section 4.16 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.15. Amendment to Section 4.17. Section 4.17 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.16. Amendment to Section 4.18. Section 4.18 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.17. Amendment to Section 4.19. Section 4.19 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.18. Amendment to Section 4.20. Section 4.20 of the Indenture is
hereby amended by deleting the text of this Section in its entirety and
inserting in lieu thereof the phrase "[Intentionally Omitted]".
SECTION 2.19. Amendment to Section 5.01. Section 5.01 of the Indenture is
hereby deleted and replaced in its entirety as follows:
"The Company will not consolidate or merge with or into any Person,
or sell, assign, lease, convey or otherwise dispose of all or substantially all
of the Company's assets, whether as an entirety or substantially as an entirety
in one transaction or a series of transactions, including by way of liquidation
or dissolution, to any Person unless the surviving entity assumes by
supplemental indenture all of the obligations of the Company on the Securities
and under this Indenture."
SECTION 2.20. Amendment to Section 6.01. Section 6.01 of the Indenture is
hereby amended by deleting the text of each of Section 6.01(c), Section 6.01(f),
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Section 6.01(g), and Section 6.01(j), in their entirety, and inserting in lieu
thereof the phrase "[Intentionally Omitted]".
SECTION 2.21. Elimination of Cross Reference to and Defined Terms in
Eliminated Provision. The Indenture is hereby amended by deleting (a) all
cross-references to and (b) all defined terms that are used solely in any
section that is being eliminated by this Supplemental Indenture.
ARTICLE THREE
SECTION 3.01. Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions and
conditions of the Indenture and the Securities outstanding thereunder shall
remain in full force and effect.
SECTION 3.02. Construction of Supplemental Indenture.
The Supplemental Indenture is executed as and shall constitute an
indenture supplemental to the Indenture and shall be construed in connection
with and as part of the Indenture. This Supplemental Indenture shall be governed
by and construed in accordance with the laws of the State of New York.
SECTION 3.03. Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or
conflicts with another provision of this Supplemental Indenture or the Indenture
that is required to be included by the Trust Indenture Act of 1939 as in force
at the date as of which this Supplemental Indenture is executed, the provision
required by said Act shall control.
SECTION 3.04. Counterparts.
This Supplemental Indenture 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.
SECTION 3.05. Trustee.
The Trustee makes no representations as to the validity or sufficiency of
this Supplemental Indenture. The recitals and statements herein are deemed to be
those of the Company and not of the Trustee.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, as of the day and year first above written.
COMPANY:
SUNCOM WIRELESS, INC.
By: /s/Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Executive Vice President & CFO
GUARANTORS:
SUNCOM WIRELESS MANAGEMENT COMPANY, INC.
By: /s/Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Executive Vice President & CFO
TRITON PCS FINANCE COMPANY, INC.
By: /s/Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Executive Vice President & CFO
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TRITON PCS HOLDINGS COMPANY LLC
SUNCOM WIRELESS PROPERTY COMPANY L.L.C.
TRITON PCS EQUIPTMENT COMPANY L.L.C.
SUNCOM WIRELESS OPERATING COMPANY, L.L.C.
TRITON PCS LICENSE COMPANY LLC
TRITON PCS INVESTMENT COMPANY LLC
AFFILIATE LICENSE CO., LLC
AWS LICENSE NEWCO, LLC
SUNCOM WIRELESS INTERNATIONAL LLC
SUNCOM WIRELESS PUERTO RICO OPERATING
COMPANY L.L.C.
TRITON NETWORK NEWCO, LLC
By: SUNCOM WIRELESS MANAGEMENT COMPANY,
INC.
By: /s/Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Executive Vice President & CFO
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THE BANK OF NEW YORK, as Trustee
By: /s/Xxxx XxXxxxxx
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Name: Xxxx XxXxxxxx
Title: Vice President
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