1
EXHIBIT 99
DISCHARGE OF INDENTURE
THIS DISCHARGE OF INDENTURE dated as of May 15, 1997 between PAGING
NETWORK, INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
0000 Xxxxxxx Xxxx Xxxxxxxxx, Xxxxx, Xxxxx, and FLEET NATIONAL BANK, a national
bank duly organized and existing under the laws of the United States of America
(as successor to Shawmut Bank, N.A.), as Trustee under the Indenture referred
to below (herein called the "Trustee");
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are parties to an Indenture dated as
of May 15, 1992, as amended by the First Supplemental Indenture, dated as of
November 16, 1994 (collectively, the "Indenture"), pursuant to which the
Company issued $200,000,000 in aggregate principal amount of its 11.75% Senior
Subordinated Notes due May 15, 2002 (hereinafter called the "Notes"); and
WHEREAS, pursuant to Section 1105 of the Indenture, the Company has called
all of the outstanding Notes for redemption on May 15, 1997; and
WHEREAS, the Company deposited with the Trustee, as trust funds, an amount
of money sufficient to pay and discharge the entire indebtedness on the
outstanding Notes; and
WHEREAS, the Company has paid or caused to be paid all other sums payable
under the Indenture by the Company; and
WHEREAS, Section 401 of the Indenture provides that, upon satisfaction of
certain conditions specified therein, the Trustee shall execute proper
instruments acknowledging the satisfaction and discharge of the Indenture; and
WHEREAS, the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel, each stating that all conditions precedent relating
to the satisfaction and discharge of the Indenture have been complied with;
2
-2-
NOW, THEREFORE, for and in consideration of the premises and other good and
valuable consideration, receipt and sufficiency of which are hereby
acknowledged, it is mutually covenanted and agreed as follows:
1. Each of the Company and the Trustee hereby acknowledges, agrees, and
confirms that, as of the date hereof, the Indenture has been satisfied and
discharged and ceased to be of further effect.
2. Notwithstanding the satisfaction and discharge of the Indenture, the
obligations of the Company to the Trustee under Section 607 and the obligations
of the Trustee under Section 402 of the Indenture and the last paragraph of
Section 1003 of the Indenture shall survive.
3. The recitals contained herein shall be taken as statements of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this
Discharge.
4. This Discharge shall be governed by and construed in accordance with
the laws of the State of New York.
5. This instrument 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.
IN WITNESS WHEREOF, the parties hereto have caused this Discharge of
Indenture to be duly executed, and their respective corporate seals to be
hereto affixed and attested, all as of the day and year first above written.
3
-3-
PAGING NETWORK, INC.
By: /s/ G. XXXXXX XXXXXXXX
-------------------------------
G. Xxxxxx Xxxxxxxx
Vice President - Finance
[Seal]
Attest:
/s/ XXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Secretary
FLEET NATIONAL BANK,
As Trustee
By: /s/ XXXXXX XXXXXXX
------------------------------
Authorized Officer
[Seal]
Attest:
/s/ XXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Corporate Trust Officer
