AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE
Exhibit 10.1
This Agreement of Resignation, Appointment and Acceptance is made as of April 26, 2007 and
effective as of May 1, 2007 by and among that issuer or other person who is identified in Exhibit A
attached hereto (the “Exhibit”) as the Issuer (the “Issuer”), Citibank, N.A., a national banking
association, duly organized and existing under the laws of the United States and having its
principal corporate trust office in New York, New York (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:
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; provided, however
that the Bank shall continue to be entitled to the compensation, expense reimbursement and
indemnity provisions thereunder with respect to the period prior to the effective date hereof. The
Bank shall at the expense of BNYTC execute and deliver such further instruments and shall do such
other things as BNYTC may reasonably require so as to more fully and certainly vest and confirm in
BNYTC all the rights, powers and trust hereby assigned, transferred, delivered and confirmed to BNYTC as Trustee, Paying Agent and Security Registrar.
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 appointment 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 the commencement of business 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 New York, without regard to conflicts of laws principles thereof.
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.
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 as
identified in the Exhibit.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation, Appointment
and Acceptance to be duly executed all as of the day and year first above written.
XXXXX XXXXXX INCORPORATED |
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By: | /s/Xxxxxx X. Xxxxxx | |||
Name: | Xxxxxx X. Xxxxxx | |||
Title: | Assistant Treasurer | |||
CITIBANK, N.A., As Resigning Trustee |
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By: | /s/Xxxxx Xxxx | |||
Name: | Xxxxx Xxxx | |||
Title: | Vice President | |||
THE BANK OF NEW YORK TRUST COMPANY, N.A., as Successor Trustee |
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By: | /s/Xxxxxxxx Xxxxxxx | |||
Name: | Xxxxxxxx Xxxxxxx | |||
Title: | Assistant Vice President |
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EXHIBIT A
Issuer: Xxxxx Xxxxxx Incorporated
Effective Date: May 1, 2007
Agreement(s):
Name/Description of transaction | Description of relevant | Capacities | ||
Agreement & Date | ||||
6-7/8% Notes due 2029
|
Indenture dated as of May 15, 1991 | Trustee, Reg, P/A | ||
6% Notes due 2009
|
Indenture dated as of May 15, 1991 | Trustee, Reg, P/A | ||
6-1/4% Notes due 2009
|
Indenture dated as of May 15, 1991 | Trustee, Reg, P/A |