EXHIBIT 4.5
FIRST SUPPLEMENTAL INDENTURE RE:
13 1/2 % SENIOR DISCOUNT NOTES DUE 2006
FIRST SUPPLEMENTAL INDENTURE, dated as of August 24,
1998, among Wireless One, Inc., a Delaware
corporation (the "Company") and United States Trust
Company of New York, as trustee (the "Trustee").
WHEREAS, the Company executed and delivered to
the Trustee an indenture dated as of August 12, 1996,
between the Company and the Trustee (the "Indenture")
governing the Company's 13 1/2 % Senior Discount
Notes due 2006 (the "Notes"); and
WHEREAS, Section 10.02 of the Indenture provides
that the Company, when authorized by a resolution of
the Board of Directors of Company, and the Trustee
may amend the Indenture and the Notes with the
written consent of the Holders of not less than a
majority in aggregate principal amount of the Notes
then outstanding; and
WHEREAS, Holders of not less than a majority in
aggregate principal amount of Notes outstanding as of
July 30, 1998 (the date established by the Company as
the record date in accordance with Section 10.04 of
the Indenture) have consented in writing to certain
modifications to the definition of "Bank Credit
Facility" in, and to the addition of a definition of
"Discretionary Note Facility" to, Section 1.01 of the
Indenture.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Trustee
hereby agree as follows:
Section 1. DEFINITIONS. Except as otherwise
expressly provided herein, all capitalized words and
terms used herein shall have the meanings ascribed
thereto in the Indenture.
Section 2. AMENDMENT TO DEFINITION OF "BANK
CREDIT FACILITY". The definition of Bank Credit
Facility in Section 1.01 of the Indenture is hereby
amended to read as follows:
"BANK CREDIT FACILITY" means (i) one or more
credit facilities (whether a term or a revolving
facility), of the type customarily entered into with
commercial banks, between the Company or any of its
Restricted Subsidiaries, on the one hand, and any
commercial banks, financial institutions or other
lenders, on the other hand (and any renewals,
refundings, extensions or replacements of any such
credit facilities, PROVIDED that such renewals,
refundings, extensions or replacements comply with
this definition of "BANK CREDIT FACILITY"), with Bank
Credit Facilities are by their terms designated as a
"Bank Credit Facility" for purposes of this Indenture
and/or (ii), other than for purposes of Section 4.12,
a Discretionary Note Facility.
Section 3. ADDITIONAL DEFINITION OF
"DISCRETIONARY NOTE FACILITY". The following
definition of "Discretionary Note Facility" is hereby
added to Section 1.01 of the Indenture:
"DISCRETIONARY NOTE FACILITY" means a
purchase or other agreement entered into with
one or more of Xxxxxxx Xxxxx Global Allocation
Fund, Inc. and any renewals, extensions,
substitutions, refundings, refinancing or
replacements (collectively, a "refinancing") of
such agreement, including any successive
refinancing (as such agreement, or any agreement
relating to any refinancing, may be amended,
modified, supplemented or otherwise changed from
time to time) so long as the aggregate principal
amount of Indebtedness represented thereby is
not increased by such refinancing (or, if said
Indebtedness provides for an amount less than
the principal amount thereof to be due and
payable upon a declaration of acceleration of
the maturity thereof, not greater than such
lesser amount) plus the lesser of (i) the stated
amount of any premium or other payment required
to be paid in connection with such a refinancing
pursuant to the terms of the Indebtedness being
refinanced or (ii) the amount of premium or
other payment actually paid at such time to
refinance the Indebtedness, plus, in either
case, the amount of expenses of the Company
incurred in connection with such refinancing of
such agreement."
The remainder of Section 1.01 is unaffected.
Section 4. CONSTRUCTION WITH INDENTURE. All of
the covenants, agreements and provisions of this
First Supplemental Indenture shall be deemed to be
and construed as part of the Indenture to the same
extent as if fully set forth therein and shall be
fully enforceable in the manner provided in the
Indenture. Except as provided in this First
Supplemental Indenture, the Indenture shall remain in
full force and effect and the terms and conditions
thereof are hereby confirmed.
Section 5. CONFLICT WITH TRUST INDENTURE ACT.
If any provision of this First Supplemental Indenture
modified or excludes any provision of the Trust
Indenture Act that is required under such act to be
part of and govern the Indenture or this First
Supplemental Indenture, the latter provision shall
control. If any provision hereof modifies or
excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter
provision shall be deemed to apply to this First
Supplemental Indenture as so modified or excluded, as
the case may be.
Section 6. NOTICES. Any notice or communication
shall be sufficiently given if given in accordance
with the terms of the Indenture.
Section 7. SEPARABILITY. In case any provision
in this First Supplemental Indenture, shall be
invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining
provisions shall not in any way be affected or
impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full
extent permitted by law.
Section 8. COUNTERPARTS. This First
Supplemental Indenture may be executed in multiple
counterparts and on separate counterparts, and each
of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall
together constitute but one and the same instrument.
Section 9. GOVERNING LAW. The laws of the State
of New York shall govern this First Supplemental
Indenture without regard to principles of conflicts
of law.
[The next page is signature page.]
IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly
executed, all as of the day and year first above
written.
WIRELESS ONE, INC.
By: /S/ XXXXX X. XXXXXXXXXX
Name: XXXXX X. XXXXXXXXXX
Title: PRESIDENT AND CEO
By: /S/ XXXXX X. XXXXXXXX
Name: XXXXX X. XXXXXXXX
Title: EXECUTIVE VICE PRESIDENT,
CHIEF FINANCIAL OFFICER
UNITED STATES TRUST COMPANY
OF NEW YORK
By: /S/ XXXXX X. XXXXX
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Name: XXXXX X. XXXXX
Title: VICE PRESIDENT
