Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of February 26,
1999 (this "First Supplemental Indenture"), is among ORYX ENERGY COMPANY, a
Delaware corporation (the "Company"), XXXX-XXXXX CORPORATION, a Delaware
corporation (the "Successor Corporation"), and CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION (formerly Texas Commerce Bank National Association), a national
banking association, as trustee (in such capacity, the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee are parties to the
Indenture, dated as of May 15, 1989 (the "Indenture"), pursuant to which the
Company issued its 7-1/2% Convertible Subordinated Debentures due 2014 (the
"Debentures");
WHEREAS, subject to the satisfaction or waiver of the
conditions set forth in the Agreement and Plan of Merger, dated as of October
14, 1998, between the Company and the Successor Corporation, the Company will
merge with and into the Successor Corporation (the "Merger");
WHEREAS, immediately prior to the Merger, the Company will
effect a reverse stock split (the "Reverse Split") of the common stock of the
Company (the "Common Stock") in which each share of Common Stock will be
reclassified as 0.369 shares of Common Stock;
WHEREAS, at the effective time of the Merger (the "Effective
Time"), each share of Common Stock outstanding after effecting the Reverse
Split will be converted into the right to receive one share of the common
stock of the Successor Corporation ("Successor Corporation Common Stock");
WHEREAS, Section 12.01 of the Indenture provides that the
Company may merge into another corporation, provided that the successor
corporation (if other than the Company) expressly assumes, by supplemental
indenture satisfactory in form to the Trustee, the due and punctual payment
of the principal of and premium, if any, and interest on all of the
Debentures, according to their tenor, and the due and punctual performance
and observance of all of the covenants and conditions of the Indenture to be
performed by the Company;
WHEREAS, Section 11.01(b) of the Indenture provides that the
Company, when authorized by the resolutions of its Board of Directors, and
the Trustee may enter into an indenture supplemental to the Indenture without
the consent of any Debentureholders for the purpose of evidencing the
succession of another corporation to the Company and the assumption by the
successor corporation of the covenants, agreements and obligations of the
Company pursuant to Article 12 of the Indenture;
WHEREAS, Section 11.01(e) of the Indenture provides that the
Company, when authorized by the resolutions of its Board of Directors, and
the Trustee may enter into an indenture supplemental to the Indenture without
the consent of any Debentureholders for the purpose of curing any ambiguity
or correcting or supplementing any provision contained in the Indenture or in
any supplemental indenture which may be defective or inconsistent with any
other provision contained in the Indenture or in any supplemental indenture;
WHEREAS, the Company, pursuant to the foregoing authority,
proposes in and by this First Supplemental Indenture to amend the Indenture
in certain respects; and
WHEREAS, all things necessary to make this First
Supplemental Indenture a valid agreement of the Company and the Successor
Corporation, in accordance with its terms, and a valid amendment of and
supplement to the Indenture, have been done.
NOW, THEREFORE, in consideration of the premises and the
mutual agreements contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used herein and not otherwise defined have the meanings
assigned to such terms in the Indenture.
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ARTICLE II
ASSUMPTION OF OBLIGATIONS
BY SUCCESSOR CORPORATION
Section 2.1 Assumption of Obligation to Make Payments on
Debentures
Pursuant to Section 12.01 of the Indenture, commencing at
the Effective Time, the Successor Corporation hereby unconditionally and
expressly assumes all obligations of the Company to make due and punctual
payment of the principal of and premium, if any, and interest on all of the
Debentures according to their tenor.
Section 2.2 Assumption of Covenants and Conditions
Pursuant to Section 12.01 of the Indenture, commencing at
the Effective Time, the Successor Corporation hereby unconditionally and
expressly assumes all obligations of the Company to duly and punctually
perform and observe all of the covenants and conditions of the Indenture to
be performed by the Company.
ARTICLE III
CONVERSION OF DEBENTURES
Section 3.1 Conversion of Debentures into Successor
Corporation Common Stock
Commencing at the Effective Time, any Debentures surrendered
to the Successor Corporation for conversion into Common Stock pursuant to
Article XV of the Indenture will be convertible into Successor Corporation
Common Stock in fulfillment of the rights and duties of the Company
prescribed in Article XV of the Indenture.
Section 3.2 Adjustment of Conversion Price
Upon completion of the Reverse Split, the Conversion Price
for the Debentures will be adjusted pursuant to Section 15.05(a) of the
Indenture so that the holder of any Debenture thereafter surrendered for
conversion shall be entitled to receive the number of shares of Successor
Corporation Common Stock that the holder would have owned or have been
entitled to receive after the occurrence of the Reverse Split had such
Debenture been converted immediately prior to the Reverse Split. The
Conversion Price for the Debentures as so adjusted shall be $106.0298 or such
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conversion price as further adjusted from time to time as provided in the
Indenture.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Ratification of Indenture
This First Supplemental Indenture shall be construed as
supplemental to the Indenture and shall form a part thereof, and the
Indenture is hereby incorporated by reference herein and, as supplemented,
modified and restated hereby, is ratified, approved and confirmed.
Section 4.2 Provisions Binding on Successor Corporation's
Successors
All covenants and agreements in this First Supplemental
Indenture by the Successor Corporation shall bind its successors and assigns,
whether so expressed or not.
Section 4.3 Governing Law
This First Supplemental Indenture shall be governed and
construed in accordance with the laws of the State of New York, without
regard to the conflict of laws rules of such state.
Section 4.4 Benefits of Indenture
Nothing in this First Supplemental Indenture, express or
implied, shall give to any person, other than the parties hereto and their
successors under the Indenture and the Debentureholders, any benefit or any
legal or equitable right, remedy or claim under the Indenture.
Section 4.5 Counterparts
This First Supplemental Indenture may be signed in any
number of counterparts with the same effect as if the signatures to each
counterpart were upon a single instrument, and all such counterparts together
shall be deemed an original of this First Supplemental Indenture.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed, and their respective seals
to be hereunto affixed and attested, all as of the date first written above.
ORYX ENERGY COMPANY
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President &
Treasurer
[CORPORATE SEAL]
Attest:
/s/ XXXXXXX X. XXXXXX
-------------------------------
Title: Vice President, General
Counsel & Secretary
XXXX-XXXXX CORPORATION
By: /s/ XXXX X. XXXX
------------------------------
Name: Xxxx X. Xxxx
Title: Vice President and
Treasurer
[CORPORATE SEAL]
Attest:
/s/ XXX XXXXX
-------------------------------
Title: Assistant Secretary
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CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
By: /s/ XXXXXXX X. XXXXXXXX
------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
[CORPORATE SEAL]
Attest:
/s/ SIGNATURE OF VP
-------------------------------
Title: Vice President
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