exv4w10



 






Exhibit 4.10




TRITON PCS, INC.,




AWS NETWORK NEWCO, LLC,




SUNCOM WIRELESS INTERNATIONAL LLC,




SUNCOM WIRELESS PUERTO RICO OPERATING COMPANY LLC,




TRITON NETWORK NEWCO, LLC




and




THE BANK OF NEW YORK, as Trustee














SUPPLEMENTAL INDENTURE

Dated as of January 27, 2005




TO




INDENTURE,

Dated as of June 13, 2003














8 1/2% Senior Notes due 2013




 









 








SUPPLEMENTAL INDENTURE




     THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 27, 2005, is
entered into by and among TRITON PCS, INC., a corporation duly organized and existing under the
laws of the State of Delaware (hereinafter called the “Company”), AWS NETWORK NEWCO, LLC, a limited
liability company duly organized and existing under the laws of the State of Delaware (“AWS”),
SUNCOM WIRELESS INTERNATIONAL LLC, a limited liability company duly organized and existing under
the laws of the State of Delaware (“SunCom International”), SUNCOM WIRELESS PUERTO RICO OPERATING
COMPANY LLC, a limited liability company duly organized and existing under the laws of the State of
Delaware (“SunCom Puerto Rico”), TRITON NETWORK NEWCO, LLC, a limited liability company duly
organized and existing under the laws of the State of Delaware (“Triton Newco”, and together with
AWS, SunCom International and SunCom Puerto Rico, hereinafter called the “Guarantors”) and THE
BANK OF NEW YORK, as trustee (the “Trustee”). Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Indenture (as defined below).



WITNESSETH:




     WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of June
13, 2003 (the “Indenture”), relating to the Company’s 8 1/2% Senior Notes due 2013;



     WHEREAS, the Guarantors are Subsidiaries of the Company, and each Guarantor has become a
guarantor of the Company’s obligations under a credit agreement among the Company, the lenders
party thereto and Lehman Commercial Paper Inc., as administrative agent, dated as of the date
hereof;



     WHEREAS, in accordance with Section 4.17 of the Indenture, the Company is required to cause
each Guarantor, until such Guarantor ceases to be a direct or indirect obligor (including as
guarantor) under, or in respect of all of the Company’s Senior Credit Facilities, to become a
Guarantor under the Indenture by executing and delivering to the Trustee this Supplemental
Indenture;



     WHEREAS, Section 9.01(x) of the Indenture provides that the Company and the Trustee may amend
or supplement the Indenture or the Securities without notice to or consent of any Securityholder to
add a Guarantor pursuant to the requirements of Section 4.17 of the Indenture;



     WHEREAS, the Company, the Guarantors, and the Trustee desire to enter into, execute and
deliver this Supplemental Indenture in compliance with the provisions of the Indenture; and



     WHEREAS, all things prescribed by law and by the terms of the Indenture necessary to make this
Supplemental Indenture, when duly executed and delivered by the Company, the Guarantors and the
Trustee a valid and binding instrument, enforceable in accordance with its terms, and otherwise to
effectuate the amendment of the Indenture, have been done and performed, and the execution and
delivery of this Supplemental Indenture have been in all respects duly authorized;



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     NOW, THEREFORE, in consideration of the above premises, the Company, the Guarantors and the
Trustee covenant and agree as follows:



ARTICLE ONE




Supplemental Indenture




     Section 1.01. This Supplemental Indenture is a supplement to the Indenture and does and shall
be deemed to form a part of, and shall be construed in connection with and as a part of, the
Indenture for any and all purposes, including but not limited to satisfaction and discharge of the
Indenture as provided in Article Eight of the Indenture.



     Section 1.02. This Supplemental Indenture shall become effective immediately upon execution
and delivery by each of the Company, the Guarantors and the Trustee.



ARTICLE TWO




Unconditional Guarantee




     Section 2.01 Subject to section 10.04 of the Indenture, until a Guarantor ceases to be a
direct or indirect obligor (including as guarantor) under, or in respect of all of the Company’s
Senior Credit Facilities, such Guarantor hereby unconditionally, jointly and severally, guarantees
to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its
successors and assigns that: the principal of, premium, if any, and interest on the Securities
will be promptly paid in full when due, subject to any applicable grace period, whether at
maturity, by acceleration or otherwise, and interest on the overdue principal and interest on any
overdue interest on the Securities and all other obligations of the Company to the Holders or the
Trustee under the Indenture or under the Securities will be promptly paid in full or performed, all
in accordance with the terms of the Indenture and of the Securities. Each Guarantor hereby further
agrees to be bound by all other provisions of the Indenture that are applicable to a “Guarantor”
and the guarantees of each Guarantor set forth in this Supplemental Indenture shall be subject to
release upon the terms set forth in the Indenture.



     Section 2.02. The Company hereby expressly ratifies, adopts, renews, confirms and continues in
full force and effect, without limitation, except as hereby amended, each and every covenant,
agreement, condition and provision applicable to it contained in the Indenture.



     Section 2.03. The Company and each Guarantor covenant that the recitals of fact and statements
contained in this Supplemental Indenture are true and that, upon the execution and delivery of this
Supplemental Indenture, the Company is not in default in any respect under any of the provisions of
the Indenture or of the Securities.



ARTICLE THREE




Additional Provisions




     Section 3.01. Except to the extent supplemented by Article Two of this Supplemental Indenture,
the Indenture remains in full force and effect in accordance with its terms. It shall not



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be necessary in connection with any future reference to the Indenture to also make reference
to this Supplemental Indenture.




     Section 3.02. The cover page of this Supplemental Indenture and all article and description
headings are inserted for convenience of reference only and are not to be taken to be any part of
this Supplemental Indenture or to control or affect the meaning, construction or effect of the
same.



     Section 3.03. The laws of the State of New York shall govern this Supplemental Indenture
without regard to principles of conflict of laws.



     Section 3.04. This Supplemental Indenture shall be simultaneously executed in several
counterparts, and all such counterparts executed and delivered each as an original shall constitute
but one and the same instrument.



[SIGNATURE PAGE FOLLOWS]




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          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first written above.



	 	 	 	 	 	 	 	 	 
	 	 	TRITON PCS, INC.
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Daniel E. Hopkins
	 	 	 	 	 
	 	 	Name:	 	Daniel E. Hopkins
	 	 	Title:	 	Senior Vice President of Finance and Treasurer
	 
	 	 	 	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 	 	 	 	 
	 	 	AWS NETWORK NEWCO, LLC
	 	 	SUNCOM WIRELESS INTERNATIONAL LLC
	 	 	SUNCOM WIRELESS PUERTO
RICO OPERATING COMPANY
    LLC
	 	 	TRITON NETWORK NEWCO, LLC
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	TRITON MANAGEMENT COMPANY, INC., as Manager
	 
	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	By:
	 	/s/ Daniel E. Hopkins
	

	 	 	 	 	 	 	 	 
	

	 	 	 	 	 	Name:
	 	Daniel E. Hopkins
	

	 	 	 	 	 	Title:
	 	Senior Vice President of Finance
and Treasurer






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	 	THE BANK OF NEW YORK,

as Trustee

 	 
	 	By:  	/s/ Joseph. A. Lloret
 	 
	 	 	Name:  	Joseph A. Lloret 	 
	 	 	Title:  	Assistant Treasurer 	 
	 




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