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EXHIBIT 4(f)
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MAPCO, INC.
XXXXXXXX HOLDINGS OF DELAWARE, INC.
AND
BANKERS TRUST COMPANY
TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 31, 1998
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SUPPLEMENTING THE INDENTURE DATED AS OF
MARCH 31, 1990
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FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture"),
dated as of March 31, 1998, by and among MAPCO, Inc. ("MAPCO"), a Delaware
corporation, Xxxxxxxx Holdings of Delaware, Inc. ("WHD"), a Delaware
corporation, and Bankers Trust Company, a New York banking corporation, as
Trustee (the "Trustee").
WITNESSETH:
WHEREAS, MAPCO and the Trustee have entered into an Indenture dated as
of March 31, 1990 (the "Indenture"); and
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of
November 23, 1997 by and among MAPCO, The Xxxxxxxx Companies, Inc. ("Xxxxxxxx")
and TML Acquisition Corp., a wholly-owned subsidiary of Xxxxxxxx ("Sub"), Sub
has been merged into MAPCO; and
WHEREAS, effective as of the date hereof, the stock of MAPCO has been
transferred to WHD, a wholly-owned subsidiary of Xxxxxxxx and all of the
outstanding capital stock of MAPCO Petroleum, Inc. and MAPCO Natural Gas Liquids
Inc. have been sold by MAPCO to WHD; and
WHEREAS, Section 9.01 of the Indenture permits MAPCO and the Trustee to
amend or supplement the Indenture without notice to or the consent of any Holder
of Securities (as defined) to comply with Article Five of the Indenture;
WHEREAS, Article Five of the Indenture requires, in the event of
a transfer of MAPCO's properties and assets substantially as an entirety, that
the successor to such assets expressly assume, by supplemental indenture, all of
MAPCO's obligations in respect of the Indenture;
WHEREAS, MAPCO Petroleum, Inc and MAPCO Natural Gas Liquids, Inc.
together constitute MAPCO's properties and assets substantially as an entirety.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein and in the Indenture and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
MAPCO, WHD, and the Trustee hereby agree as follows:
Section 1. Definitions. Capitalized terms which are used but not
defined herein shall have the meanings ascribed to such terms in the Indenture.
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Section 2. Assumption of Certain Obligations.
(a) WHD hereby expressly assumes (i) the due and punctual payment
of the principal of, premium, if any, on, interest on, and any additional
amounts payable under the Indenture in respect of, the Indenture and (ii) the
performance of all of the covenants provided for in the Indenture to be
performed or observed by MAPCO.
(b) MAPCO and the Trustee hereby acknowledge that WHD shall
succeed to, and be substituted for, and may exercise every right and power of,
MAPCO under the Indenture with the same effect as if WHD had been named therein.
Section 3. Effect of First Supplemental Indenture. From and after the
execution and delivery of this First Supplemental Indenture, the Indenture shall
be deemed to be modified as herein provided, but except as modified hereby, the
Indenture shall continue in full force and effect. The Indenture as modified
hereby shall be read, taken and construed as one and the same instrument.
Section 4. Notice. Any notice or communication by the Trustee to WHD is
duly given if in writing and delivered in person or by express mail service to
the address set forth below:
Xxxxxxxx Holdings of Delaware, Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Treasurer
Section 5. Governing Law. This First Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws) as to all matters, including, without limitation, matters
of validity, construction, effect, performance and remedies.
Section 6. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which, when so executed and
delivered, shall be an original, but such counterparts shall together constitute
but one and the same instrument.
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IN WITNESS WHEREOF, each of MAPCO, WHD and the Trustee has caused this
first Supplemental Indenture to be executed on its behalf by its duly authorized
officer and has caused its official seal to be impressed hereon and attested by
one of its duly authorized officers, all as of the day and year first above
written.
[SEAL] MAPCO, INC.
Attest
/s/ XXXXXX X. XXXXXX By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary Title: Senior Vice President
[SEAL] XXXXXXXX HOLDINGS OF DELAWARE, INC.
Attest
/s/ XXXXXX X. XXXXXX By: /s/ XXXXX X. XXXX
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Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Assistant Treasurer Title: Treasurer
[SEAL] BANKERS TRUST COMPANY, AS TRUSTEE
Attest
/s/ XXXX XXXXXXX By: /s/ XXXXX XXXXXXX
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Name: Xxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: Assistant Treasurer Title: Assistant Vice President
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