INSTRUMENT OF APPOINTMENT
AND
ACCEPTANCE OF SUCCESSOR TRUSTEE
AGREEMENT dated as of April 14, 1995 (the "Agreement"), among Tektronix, Inc.
("Company") and First Trust of New York N.A. ("First Trust") as Trustee, and
Citibank, N.A., as Successor Trustee ("Citibank").
WHEREAS, Section 610 of the Indenture dated as of November 16, 1987 as amended
by the First Supplemental Indenture dated as of July 13, 1993 between the
Company and Xxxxxx Guaranty Trust Company now First Trust of New York N.A.,
Trustee, provides that the Trustee thereunder may resign at any time by giving
written notice of such resignation to the Company.
WHEREAS, the Company by a Board Resolution dated December 22, 1994 has duly
appointed Citibank as successor Trustee, Paying Agent, and Security Registrar
under the Indenture as amended by the First Supplemental Indenture.
WHEREAS, Section 611 of the Indenture provides that any successor Trustee
appointed thereunder shall execute, acknowledge and deliver to the Company and
the retiring Trustee thereunder an instrument accepting such appointment, and
thereupon the resignation of such retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Trustee thereunder, with like effect as if originally named as Trustee therein.
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of
the premises and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company, First Trust and
Citibank hereby covenant and agree as follows:
1. First Trust hereby gives notice of its resignation to the Company.
2. The Company hereby accepts the resignation of First Trust as Trustee,
under the Indenture such resignation to become effective at the
opening of business on April 28, 1995 and except as otherwise provided
for herein, First Trust shall have no responsibility for the exercise
of the rights and powers or for the performance of the trusts and
duties vested in the Trustee under the Indenture, where the exercise
of the right or power, or the performance of the trust or duty under
the Indenture occurs after the date hereof.
3. Pursuant to the authority vested in it by Section 610 of the Indenture
as amended, the Company hereby appoints Citibank as successor Trustee
under the Indenture, effective as of the opening of business on April
28, 1995, and hereby vests in Citibank all the rights, powers, trusts,
immunities and duties which First Trust holds under the Indenture with
like effect as if originally named as Trustee in the Indenture.
Citibank is also appointed as Paying Agent and Security Registrar.
4. Citibank hereby represents that it is qualified and eligible under
Article Six of the Indenture to accept appointment as successor
Trustee thereunder.
5. Citibank hereby accepts, as of the opening of business on April 28,
1995 the appointment as successor Trustee under the Indenture and
assumes the rights, powers, trusts, immunities and duties which First
Trust now holds under and by virtue of the Indenture as amended, upon
the terms and conditions set forth therein, with like effect as if
originally named as Trustee under the Indenture.
6. In accordance with Section 610 First Trust hereby confirms, assigns,
transfers, and sets over to Citibank, as successor Trustee, all
rights, powers and trusts, which First Trust now holds under and by
virtue of the Indenture as amended, and does hereby assign, transfer
and deliver to Citibank all property and money held by First Trust as
Trustee under the Indenture.
7. First Trust hereby agrees to supply the information and documents
requested by Citibank in its letter dated April 28, 1995 and attached
hereto as Exhibit A within 30 days of the date of this Agreement.
8. The Company shall cause notice to be given of the resignation of First
Trust and the succession of Citibank as successor Trustee, in
accordance with Sections 610 and 611 of the Indenture.
9. This Agreement may be executed in any number of counterparts all of
which taken together shall constitute one and the same Agreement, and
any of the parties hereto may execute this Agreement by signing any
such counterpart.
10. This Agreement and the rights, powers, trusts, and duties of the
parties hereunder shall be governed by the laws of the State of New
York, both in interpretation and performance.
11. Unless otherwise defined, all terms used herein with initial capital
letters shall have the meaning given them in the Indenture.
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12. First Trust hereby represents and warrants to Citibank and the Company
that: (a) no covenant or condition contained in the Indenture as
amended has been waived by First Trust or, to the knowledge of the
officers assigned to First Trust Corporate Trust Department, by the
holders of the percentage in aggregate principal amount of the Notes
required by the Indenture to effect any such waiver; (b) there is no
action, suit or proceeding pending or, to the knowledge of the
officers assigned to First Trust Corporate Trust Department,
threatened against First Trust before any court or any governmental
authority arising out of any action or omission by First Trust as
Trustee under the Indenture as amended; and (c) to the knowledge of
the officers assigned to First Trust Corporate Trust Department, no
Event of Default or default which, with the giving of notice or
passage of time or both, would become an Event of Default has occurred
and is continuing.
13. The Company hereby represents and warrants to Citibank that no Event
of Default or default which, with the giving of notice or passage of
time or both, would become an Event of Default has occurred and is
continuing.
14. Except as hereinabove expressly set forth, all other terms and
provisions set forth in the Indenture as amended shall remain in full
force and effect and without any change whatsoever being made hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and acknowledged as of the date first written above.
TEKTRONIX, INC.
By: XXXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Treasurer
(Seal)
Attest:
XXXXX X. XXXXX
----------------------------------
Xxxxx X. Xxxxx
Assistant Secretary
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FIRST TRUST OF NEW YORK, N.A.
as retiring Trustee
By: XXXXXXXXX X. XXXXXXX
-------------------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Vice President
(Seal)
Attest)
XXXXXXXX XXXXXXX
----------------------------------
Assistant Secretary
CITIBANK, N.A., as successor Trustee
By: XXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
(Seal)
Attest)
XXXXX XX
----------------------------------
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EXHIBIT A
The following documents/records will be
requested from the Resigning Trustee:
Registration Statements, Closing
Documents for each Trusteeship/issue of
debt securities;
Executed and conformed counterparts of
Indenture and Supplements;
Sinking Fund Documents;
Specimen Notes;
Officers' Certificates and Opinions
required under the Indenture(s), and
Current year financial reports filed
with the SEC.
