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Exhibit 4-B-1
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SECOND SUPPLEMENTAL INDENTURE
between
XXXX CORPORATION, as Issuer,
and
CITIBANK, N.A., Trustee
Dated as of February 26, 1999
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS
SECTION 1.1. Definition of Terms....................................................... 1
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 2.1. Designation and Principal Amount.......................................... 3
SECTION 2.2. Maturity.................................................................. 3
SECTION 2.3. Form and Payment.......................................................... 4
SECTION 2.4. Interest.................................................................. 5
SECTION 2.5 Defeasance................................................................ 6
ARTICLE III
REDEMPTION OF THE NOTES
SECTION 3.1. Optional Redemption by Company............................................ 6
SECTION 3.2. No Sinking Fund........................................................... 6
ARTICLE IV
EXPENSES
SECTION 4.1. Payment of Expenses....................................................... 6
SECTION 4.2. Payment Upon Resignation or Removal....................................... 6
ARTICLE V
FORM OF NOTES
SECTION 5.1. Form of Notes............................................................. 7
ARTICLE VI
ORIGINAL ISSUE OF NOTES
SECTION 6.1. Original Issue of Notes................................................... 13
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ARTICLE VII
MISCELLANEOUS
SECTION 7.1. Ratification of Indenture................................................. 13
SECTION 7.2. Trustee Not Responsible for Recitals...................................... 13
SECTION 7.3. Governing Law............................................................. 13
SECTION 7.4. Separability.............................................................. 14
SECTION 7.5. Counterparts.............................................................. 14
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SECOND SUPPLEMENTAL INDENTURE, dated as of February 26, 1999
(the "Second Supplemental Indenture"), among Xxxx Corporation, a corporation
duly organized and existing under the laws of the Commonwealth of Virginia (the
"Company"), and Citibank, N.A., as trustee (the "Trustee"), under the Indenture
dated as of December 15, 1997 among the Company and the Trustee (as supplemented
by the First Supplemental Indenture between Xxxx Corporation, as Issuer, and
Citibank, N.A., Trustee, Dated as of March 11, 1998, the "Indenture").
WHEREAS, the Company executed and delivered the Indenture to
the Trustee to provide for the future issuance of the Company's debt securities,
to be issued from time to time in one or more series as might be determined by
the Company under the Indenture, in an unlimited aggregate principal amount
which may be authenticated and delivered as provided in the Indenture;
WHEREAS, pursuant to the terms of the Indenture, the Company
desires to provide for the establishment of three new series of Securities to be
known as its 6.25% Notes due 2004 (the "2004 Notes"), its 6.50% Notes due 2009
(the "2009 Notes") and its 7.00% Notes due 2029 (the "2029 Notes" and together
with the 2004 Notes and the 2009 Notes, the "Notes"), the form and substance of
such Notes and the terms, provisions and conditions thereof to be set forth as
provided in the Indenture and this Second Supplemental Indenture;
WHEREAS, the Company has requested that the Trustee execute
and deliver this Second Supplemental Indenture; all requirements necessary to
make this Second Supplemental Indenture a valid instrument in accordance with
its terms, and to make the Notes, when executed by the Company and authenticated
and delivered by the Trustee, the legal, valid and binding obligations of the
Company, have been performed; and the execution and delivery of this Second
Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the purchase and acceptance
of the Notes by the holders thereof, and for the purpose of setting forth, as
provided in the Indenture, the form and substance of the Notes and the terms,
provisions and conditions thereof, the Company covenants and agrees with the
Trustee as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definition of Terms.
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(a) A term defined in the Indenture has the same meaning when
used in this Second Supplemental Indenture.
(b) A term defined anywhere in this Second Supplemental
Indenture has the same meaning throughout.
(c) The singular includes the plural and vice versa.
(d) A reference to a Section or Article is to a Section or
Article of this Second Supplemental Indenture.
(e) Headings are for convenience of reference only and do not
affect interpretation.
(f) The following terms have the meanings given to them in
this Section 1.1(f):
"Make-Whole Amount" means, in connection with any redemption
of the Notes, the excess, if any, of (1) the aggregate present values of the
principal being redeemed and the remaining payments of interest thereon from the
Redemption Date to the Maturity Date (excluding interest accrued before the
Redemption Date) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Reinvestment
Rate (determined on the third Business Day before the notice of redemption is
given) over (2) the aggregate principal amount of the Notes being redeemed.
"Maturity Date" means, for each series of Notes, the
respective date on which the Notes mature and on which the principal is due and
payable together with all accrued and unpaid interest thereon.
"Notes" has the meaning given in the recitals hereto.
"2004 Notes" has the meaning given in the recitals hereto.
"2009 Notes" has the meaning given in the recitals hereto.
"2029 Notes" has the meaning given in the recitals hereto.
"Optional Redemption Price" has the meaning given in Section
3.1.
"Reinvestment Rate", as of any date, means the Treasury Yield
plus (i) 0.10% for the 2004 Notes; (ii) 0.15% for the 2009 Notes; and (iii)
0.25% for the 2029 Notes.
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"Statistical Release" means the "H.15 (519)" or any successor
publication which is published weekly by the Board of Governors of the Federal
Reserve System and which reports yields on actively traded United States
government securities adjusted to constant maturities.
"Treasury Yield" means, with respect to any redemption, the
rate per annum equal to the yield to maturity as of the date of determination of
United States Treasury securities having a maturity corresponding to the
remaining life to the stated maturity (as of the Redemption Date, rounded to the
nearest month) of the principal of the Notes to be redeemed. The Treasury Yield
on any date will be determined by calculating the arithmetic mean of the yields
published in the Statistical Release issued most recently before the date of
determination under the heading "Week Ending" for "U.S. Government Securities -
- Treasury Constant Maturities" with a maturity equal to such remaining life. If
no published maturity exactly corresponds to such remaining life, then the
Treasury Yield will be interpolated or extrapolated on a straight-line basis
from the arithmetic mean of the yields for the next shortest and next longest
published maturities. If no Statistical Release is published or the format or
content of the Statistical Release changes so as to preclude a determination of
the Treasury Yield in the manner contemplated as of the date hereof, the Company
shall designate a reasonably comparable index.
ARTICLE II
GENERAL TERMS AND CONDITIONS OF THE NOTES
SECTION 2.1. Designation and Principal Amount.
The Company hereby authorizes
(i) a series of Securities designated the "6.25% Notes
due 2004", limited in aggregate principal amount to $250,000,000, which amount
shall be as set forth in any written order of the Company for the authentication
and delivery of Securities pursuant to Section 2.04 of the Indenture;
(ii) a series of Securities designated the "6.50% Notes due
2009", limited in aggregate principal amount to $350,000,000, which amount shall
be as set forth in any written order of the Company for the authentication and
delivery of Securities pursuant to Section 2.04 of the Indenture; and
(iii) a series of Securities designated the "7.00% Notes due
2029," limited in aggregate principal amount to
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$400,000,000, which amount shall be as set forth in any written order of the
Company for the authentication and delivery of Securities pursuant to Section
2.04 of the Indenture.
The Notes are senior unsecured obligations of the Company, ranking pari passu
with all other unsecured and unsubordinated indebtedness of the Company which
may be outstanding from time to time.
SECTION 2.2. Maturity.
(a) The Maturity Date of the 2004 Notes is March 1, 2004.
(b) The Maturity Date of the 2009 Notes is March 1, 2009.
(c) The Maturity Date of the 2029 Notes is March 1, 2029.
SECTION 2.3. Form and Payment.
(a) Each series of Notes shall be issued as one or more Global
Securities in an aggregate principal amount equal to the aggregate principal
amount of all outstanding Notes of such series, to be registered in the name of
the Depositary, or its nominee, and delivered by the Trustee to the Depositary
for crediting to the accounts of the Depositary's participants. Principal,
interest, and Make-Whole Amount, if any, on the Notes will be payable and the
transfer of Notes will be registrable at the office or agency of the Trustee;
provided, however, that payment of interest may be made at the option of the
Company by check mailed to the holder of any Note at such address as shall
appear in the Security Register. Notwithstanding the foregoing, the payment of
the principal, Make-Whole Amount, if any, and interest on Notes held by the
Depositary will be made at such place and to such account as may be designated
by the Depositary.
(b) A Global Security may be transferred, in whole but not in
part, only to another nominee of the Depositary, or to a successor Depositary
selected or approved by the Company or to a nominee of such successor
Depositary.
(c) If at any time the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary or if at any time the
Depositary is no longer registered or in good standing under the Securities
Exchange Act of 1934, as amended, or other applicable statute or regulation, and
a successor Depositary is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such condition, as the case
may be, the Company will execute, and, subject to Article II of the Indenture,
the Trustee, upon written notice from the
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Company, will authenticate and make available for delivery, Notes in definitive
registered form without coupons, in authorized denominations, having
substantially identical terms to and in an aggregate principal amount equal to
the principal amount of the Global Securities in exchange for such Global
Securities. In addition, the Company may at any time determine that the Notes
shall no longer be represented by Global Securities. In such event the Company
will execute, and subject to Section 2.04 of the Indenture, the Trustee, upon
receipt of an Officers' Certificate evidencing such determination by the
Company, will authenticate and deliver Notes in definitive registered form
without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Security in exchange for such
Global Security. Upon the exchange of the Global Securities for such Notes in
definitive registered form without coupons, in authorized denominations, the
Global Securities shall be canceled by the Trustee. Such Notes in definitive
registered form issued in exchange for the Global Securities shall be registered
in such names and in such authorized denominations as the Depositary, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for
delivery to the Persons in whose names such Notes are so registered.
SECTION 2.4. Interest.
(a) Each 2004 Note will bear interest at the rate of 6.25% per
annum, each 2009 Note will bear interest at the rate of 6.50% per annum and each
2029 Note will bear interest at 7.00% per annum (each, the respective "Coupon
Rate") from the date of issuance until the principal thereof becomes due and
payable. Interest will be payable in arrears on March 1 and September 1 of each
year (each, an "Interest Payment Date") commencing on September 1, 1999, to the
Person in whose name such Note is registered, at the close of business on
February 15 or August 15, as the case may be, next preceding such interest
installment. The Company shall pay interest on any overdue principal and (to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest at the applicable Coupon Rate plus 1%,
compounded semi-annually.
(b) The amount of interest payable for any period will be
computed on the basis of a 360-day year of twelve 30-day months. Except as
provided in the following sentence, the amount of interest payable for any
period shorter than a full semi-annual period for which interest is computed,
will be computed on the basis of the actual number of days elapsed in such a
period (assuming each full month elapsed in such period consists of 30
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days). In the event that any date on which interest is payable on the Notes is
not a Business Day, then payment of interest payable on such date will be made
on the next succeeding Business Day (and without any interest or other payment
in respect of any such delay).
SECTION 2.5. Defeasance.
The 2004 Notes, 2009 Notes and the 2029 Notes are each a
Defeasible Series of Securities.
ARTICLE III
REDEMPTION OF THE NOTES
SECTION 3.1. Optional Redemption by Company.
The Company may redeem the Notes, in whole or in part, at any
time or from time to time, at a redemption price equal to 100% of the principal
amount to be redeemed plus any accrued and unpaid interest thereon to the
Redemption Date plus any Make-Whole Amount (the "Optional Redemption Price").
The Optional Redemption Price shall be paid prior to 12:00 noon, New York time,
on the Redemption Date or at such earlier time as the Company determines,
provided that the Company shall deposit with the Trustee an amount sufficient to
pay the Optional Redemption Price by 10:00 a.m., New York time, on the
Redemption Date.
SECTION 3.2. No Sinking Fund.
The Notes are not entitled to the benefit of any sinking fund.
ARTICLE IV
EXPENSES
SECTION 4.1. Payment of Expenses.
In connection with the offering, sale and issuance of the
Notes, the Company, in its capacity as borrower with respect to the Notes, shall
pay all costs and expenses relating to the offering, sale and issuance of the
Notes.
SECTION 4.2. Payment Upon Resignation or Removal.
Upon termination of this Second Supplemental Indenture
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or the Indenture or the removal or resignation of the Trustee, unless otherwise
stated, the Company shall pay to the Trustee all amounts accrued to the date of
such termination, removal or resignation.
ARTICLE V
FORM OF NOTES
SECTION 5.1. Form of Notes.
Notwithstanding anything to the contrary contained in
Section 2.02(b) of the Indenture, the definitive Notes may be produced in any
manner mutually agreed upon by the Company and the Trustee. The 2004 Notes, the
2009 Notes and the 2029 Notes and the Trustee's certificate of authentication to
be endorsed thereon are to be substantially in the following forms:
[Form of Face of Security]
Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to Issuer or its agent for registration of transfer, exchange, or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
XXXX CORPORATION
CUSIP NO. [____]
No.R- $[_____________]
Xxxx Corporation, a corporation duly organized and existing
under the laws of the Commonwealth of Virginia (hereinafter called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of $[$250,000,000]
[$350,000,000]/[$400,000,000] on [March 1, 2004]/[March 1, 2009]/[March 1,
2029], and to pay interest thereon from the date of issuance or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, on March 1 and September 1 in each year, commencing on September 1, 1999,
at the
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rate of [6.25%]/[6.50%]/[7.00%] per annum, until the principal hereof is paid or
made available for payment. The Company shall pay interest on any overdue
principal and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest at
[7.25%]/[7.50%]/[8.00%] per annum, compounded semi-annually. The interest
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which will be the
February 15 or August 15 (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof will be given to Holders of Securities
of this series not less than 10 calendar days prior to such Special Record Date,
or be paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture.
Payment of the principal of (and Make-Whole Amount, if any)
and any such interest on this Security will be made at the office or agency of
the Company maintained for the purpose in New York, New York, in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS SET FORTH
ON THE REVERSE HEREOF. SUCH PROVISIONS WILL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH IN THIS PLACE.
This Security will not be valid or become obligatory for any
purpose until the certificate of authentication herein has been signed manually
by the Trustee under the Indenture referred to on the reverse side hereof.
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IN WITNESS WHEREOF, THIS INSTRUMENT HAS BEEN DULY EXECUTED IN
ACCORDANCE WITH THE INDENTURE.
XXXX CORPORATION
By:_______________________
Attest:
By: _________________
[Form of Reverse of Security]
XXXX CORPORATION
This Security is one of a duly authorized issue of securities
of the Company (herein called the "Securities") issued and to be issued in one
or more series under an Indenture, dated as of December 15, 1997 (herein called
the "Indenture"), between the Company and Citibank, N.A., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
(including the Second Supplemental Indenture, between the Company and the
Trustee dated as of February 26, 1999 pursuant to which this series of
Securities is issued) reference is hereby made for a statement of the respective
rights, limitations of rights, duties, and immunities thereunder of the Company,
the Trustee, and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof issued pursuant to the Second
Supplemental Indenture and limited in aggregate principal amount to
[$250,000,000]/ [$350,000,000]/[$400,000,000].
The Securities of this series are subject to redemption upon
not less than 30 calendar days' notice by mail, at any time, as a whole or in
part, at the election of the Company, at a Redemption Price equal to 100% of the
principal amount, together in the case of any such redemption with the
Make-Whole Amount (as defined in the Second Supplemental Indenture), if any, and
accrued interest to the Redemption Date, but interest installments whose Stated
Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the
close of business on the relevant Record Dates referred to on the face hereof,
all as provided in the Indenture.
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In the event of redemption of this Security in part only, a
new Security or Securities of this series and of like tenor for the unredeemed
portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof.
The Indenture contains provisions for defeasance at any time
of (a) the entire indebtedness evidenced by this Security or (b) certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the Securities of this
series may be declared due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security will be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
As provided in and subject to the provisions of the Indenture,
the Holder of this Security will not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request and
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shall have failed to institute such proceeding for 60 calendar days after
receipt of such notice, request, and offer of indemnity. The foregoing will
apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any Make-Whole Amount or interest hereon
on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this
Security or of the Indenture will alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, Make-Whole Amount,
if any, and interest on this Security at the times, place, and rate, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is registerable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the principal
of and any Make- Whole Amount and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and integral multiples thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee, and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security shall be overdue, and
neither the Company, the Trustee, nor any such agent will be affected by notice
to the contrary.
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All terms used in this Security that are defined in the
Indenture will have the respective meanings assigned to them in the Indenture.
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[Form of Trustee's Certificate of
Authentication for Securities]
Trustee's Certificate of Authentication
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
Citibank, N.A.
as Trustee
Dated: __________ By: ______________________
Authorized Signatory
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ARTICLE VI
ORIGINAL ISSUE OF NOTES
SECTION 6.1. Original Issue of Notes.
2004 Notes in the aggregate principal amount of $250,000,000,
2009 Notes in the aggregate principal amount of $350,000,000 and 2029 Notes in
the aggregate principal amount of $400,000,000 may, upon execution of this
Second Supplemental Indenture, be executed by the Company and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
deliver said Notes to or upon the written order of the Company, signed by its
Chairman or any Vice Chairman of the Board of Directors, its President, or any
Vice President and attested by its Treasurer, its Secretary, any Assistant
Secretary or any Assistant Treasurer, without any further action by the Company.
The signature of any of these officers on the written order may be manual or
facsimile.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1. No Defaults; Ratification of Indenture.
The Company hereby represents and warrants that it is
not in default in the performance or observance of any of the terms, provisions
or conditions of the Indenture. The Indenture, as supplemented by this Second
Supplemental Indenture, is in all respects ratified and confirmed, and this
Second Supplemental Indenture shall be deemed part of the Indenture in the
manner and to the extent herein and therein provided.
SECTION 7.2. Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Company and not
by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency
of this Second Supplemental Indenture.
SECTION 7.3. Governing Law.
This Second Supplemental Indenture and each Note shall be
deemed to be a contract made under the internal laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of said
State without regard to conflict
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of laws principles thereof.
SECTION 7.4. Separability.
In case any one or more of the provisions contained in this
Second Supplemental Indenture or in the Notes shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Second
Supplemental Indenture or of the Notes, but this Second Supplemental Indenture
and the Notes shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.
SECTION 7.5. Counterparts.
This Second Supplemental Indenture 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, on the date or dates indicated in the
acknowledgments and as of the day and year first above written.
XXXX CORPORATION
By: /s/ A. Xxxxx Xxxxx
----------------------------------
Name: A. Xxxxx Xxxxx
Title: Vice President - Treasurer
Attest: /s/ Xxx X. Xxxxxxx
--------------------------
Title: Assistant Secretary
CITIBANK, N.A.,
as Trustee
By: /s/ X. Xxxxx
------------------------------
Name: X. Xxxxx
Title: Senior Trust Officer
Attest: /s/ Xxxxx Xxxxx
--------------------
Title: Trust Officer
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