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EXHIBIT 4.1
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TRANSTEXAS GAS CORPORATION,
Issuer
and
FIRSTAR BANK OF MINNESOTA, N.A., successor by merger to
AMERICAN BANK NATIONAL ASSOCIATION,
Trustee
-------------------------
SECOND SUPPLEMENTAL INDENTURE
Dated as of June 13, 1997
-------------------------
$800,000,000
11 1/2% Senior Secured Notes due 2002
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THIS SECOND SUPPLEMENTAL INDENTURE, effective as of June 13, 1997 (the
"Supplemental Indenture"), is made and entered into by and among TRANSTEXAS GAS
CORPORATION, a Delaware corporation (the "Company"), and FIRSTAR BANK OF
MINNESOTA, N.A., successor by merger to AMERICAN BANK NATIONAL ASSOCIATION (the
"Trustee"), under an Indenture dated as of June 15, 1995, by and among the
Company, TRANSTEXAS TRANSMISSION CORPORATION, a Delaware corporation ("TTC"),
and the Trustee (the "Original Indenture"), as supplemented by the First
Supplemental Indenture effective as of May 29, 1997 by and among the Company,
TTC and the Trustee (the Original Indenture, as so supplemented, is referred to
herein as the "Current Indenture"). All capitalized terms used in this
Supplemental Indenture that are defined in the Current Indenture, either
directly or by reference therein, have the meanings assigned to them therein,
except to the extent such terms are defined in this Supplemental Indenture or
the context clearly requires otherwise.
WHEREAS, by operation of Section 14.15 of the Current Indenture, TTC is
no longer a party to the Indenture since the Company sold all of the Capital
Stock of TTC, as permitted by the terms of the Current Indenture, on May 29,
1997; and
WHEREAS, Section 9.2 of the Current Indenture provides, among other
things, that with the consent of the Holders of not less than a majority in
aggregate principal amount of then outstanding Securities or, with respect to
certain matters, 66-2/3% of the aggregate principal amount of Notes then
outstanding, the Obligors, when authorized by Board Resolutions, and the
Trustee may amend or supplement the Current Indenture or the Securities or
enter into an indenture supplemental thereto for the purposes of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Current Indenture or the Securities or of modifying in any manner the
rights of the Holders under the Current Indenture or the Securities; and
WHEREAS, the Company has offered to purchase for cash, upon the terms
and subject to the conditions set forth in an Offer to Purchase and Consent
Solicitation dated May 14, 1997, as supplemented and amended by that certain
Supplement to Offer to Purchase and Consent Solicitation dated June 6, 1997
(collectively, the "Offer to Purchase and Consent Solicitation"), and in a
Letter of Transmittal and Consent (the "Letter of Transmittal and Consent" and,
together with the Offer to Purchase and Consent Solicitation, the "Offer") all
of its 11 1/2% Senior Secured Notes due 2002 (the "Securities"); and
WHEREAS, the Offer to Purchase and Consent Solicitation and Letter of
Transmittal and Consent also constitute a solicitation of consents from the
Holders of the Securities to certain amendments to the Current Indenture to
eliminate or modify certain of the covenants and other provisions contained in
the Current Indenture, as more particularly described in this Supplemental
Indenture (the "Proposed Amendments"); and
WHEREAS, the Holders of at least 66-2/3% of the aggregate principal
amount of Notes have consented to the Proposed Amendments pursuant to the
Offer; and
WHEREAS, the Board of Directors of the Company has adopted resolutions
authorizing and approving the Proposed Amendments and the Company and the
Trustee are executing and delivering this Supplemental Indenture in order to
provide for such amendments;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Supplemental
Indenture hereby agree as follows:
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ARTICLE I
AMENDMENTS TO CURRENT INDENTURE
Section 1.01. New Definitions. The Current Indenture is hereby amended,
effective as of the Acceptance Date (as defined below), to add the following
definitions to Section 1.1 to read as follows:
"New Note" means a promissory note of the Company evidencing a loan to
the Company from TransAmerican Energy Company, a Delaware corporation
and parent corporation of the Company ("TEC"), the proceeds of which are
used to finance the purchase of the Notes pursuant to its Offer to
Purchase and Consent Solicitation dated May 14, 1997, as amended or
supplemented from time to time, or for other purposes.
"1997 Intercreditor Agreement" means an agreement between the Trustee
and the trustee under an indenture relating to indebtedness of TEC to
whom TEC collaterally assigns the New Note or any interest therein, with
such changes thereto, including without limitation changes to reflect
the circumstances of the transaction giving rise to the New Note or such
indebtedness of TEC, as do not have a material adverse effect on the
Notes.
Section 1.02. Amended Definitions. The following definitions in
Section 1.1 of the Current Indenture are hereby amended, effective as of the
Acceptance Date, to read in their entirety as follows:
"Incur" shall mean to, directly or indirectly, create, incur, assume,
guarantee or otherwise become liable for, contingently or otherwise.
"Independent Director" means an individual that is not and has not been
affiliated (other than as a director of TransAmerican or its parent or
present subsidiaries) with, and is not and has not been a Related Person
(other than solely as a director of TransAmerican or one of its past or
present subsidiaries) with respect to Xxxx X. Xxxxxxx, TransAmerican or
the Company or its Subsidiaries.
Section 1.03. Additional Amended Definitions. Subpart (q) of the
definition of Permitted Liens in Section 1.1 of the Current Indenture is hereby
amended, effective as of the Acceptance Date, to read as follows:
(q) Liens created on pipeline systems acquired or constructed with the
proceeds of Debt, provided that the obligations secured by such Liens do
not exceed the cost of acquiring or constructing such pipeline systems
plus interest, fees and expenses Incurred in connection therewith; and
and the third sentence of the definition of Unrestricted Subsidiary in Section
1.1 of the Current Indenture is hereby amended, effective as of the Acceptance
Date, to read in its entirety as follows:
The Board of Directors of any Person may designate any Unrestricted
Subsidiary of such Person as a Subsidiary of such Person; provided that
no Default or Event of Default would occur or be continuing after giving
effect to such designation.
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Section 1.04. Deleted Definition. The definition of Related Person
Transaction in Section 1.1 of the Current Indenture is hereby deleted,
effective as of the Acceptance Date.
Section 1.05. Section 4.3 of the Current Indenture. Section 4.3 of the
Current Indenture is hereby amended, effective as of the Acceptance Date, to
read in its entirety as follows:
SECTION 4.3 Limitation on Restricted Payments.
[intentionally omitted]
Section 1.06. Section 4.5 of the Current Indenture. Section 4.5 of the
Current Indenture is hereby amended, effective as of the Acceptance Date, to
read in its entirety as follows:
SECTION 4.5 Payment of Taxes and Other Claims. Each Obligor
shall, and shall cause each of its Subsidiaries to, pay or discharge or
cause to be paid or discharged within 150 days after the same shall
become delinquent, (i) all taxes, assessments and governmental charges
(including withholding taxes and any penalties, interest and additions
to taxes) levied or imposed upon such Obligor or any of its Subsidiaries
or any of their respective properties and assets and (ii) all lawful
claims, whether for labor, materials, supplies, services or anything
else, which have become due and payable and which by law have or may
become a Lien upon the property and assets of such Obligor or any of its
Subsidiaries; provided, however, that an Obligor shall not be required
to pay or discharge or cause to be paid or discharged any such tax,
assessment, charge or claim, whose amount, applicability or validity is
being contested in good faith by appropriate proceedings and for which
disputed amounts adequate reserves have been established in accordance
with GAAP.
Section 1.07. Section 4.6 of the Current Indenture. The first
paragraph of paragraph (b) of Section 4.6 of the Current Indenture is hereby
amended, effective as of the Acceptance Date, to read in its entirety as
follows:
(b) Each Obligor will maintain, for itself and each of its
Subsidiaries, with reputable insurers or with the government of the
United States of America (or an agency or instrumentality thereof)
insurance (including appropriate self-insurance) against loss or damage
of the kinds that, in its reasonable good faith opinion, are adequate
and appropriate for the conduct of its business and the businesses of
such Subsidiaries in a prudent manner, in such amounts, with such
deductibles and by such methods as are customary, in its reasonable,
good faith opinion, and adequate and appropriate for the conduct of its
business and the businesses of its Subsidiaries in a prudent manner for
companies engaged in a similar business in similar geographic areas.
Section 1.08. Section 4.10 of the Current Indenture. Section 4.10 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
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SECTION 4.10. Limitation on Transactions with Related Persons.
[intentionally omitted]
Section 1.09. Section 4.11 of the Current Indenture. Section 4.11 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
SECTION 4.11. Limitation on Incurrences of Additional Debt and
Issuances of Disqualified Capital Stock.
[intentionally omitted]
Section 1.10. Section 4.12 of the Current Indenture. Section 4.12 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
SECTION 4.12. Limitations on Restricting Subsidiary Dividends.
[intentionally omitted]
Section 1.11. Section 4.13 of the Current Indenture. Section 4.13 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
SECTION 4.13. Limitation on Liens.
[intentionally omitted]
Section 1.12. Section 4.14 of the Current Indenture. Clause (ii) of
part (A) of the first sentence of paragraph (a) of Section 4.14 of the Current
Indenture is hereby amended, effective as of the Acceptance Date, to read in
its entirety as follows:
(ii) used to make cash payments in the ordinary course of business in
consistent with past practices that are not otherwise prohibited by this
Indenture, provided that the aggregate amount so used pursuant to this
clause (ii) from and after the Issue Date does not exceed $150,000,000
(excluding amounts used to acquire any Capital Assets in accordance with
clause (iii) below) or
and the first sentence of paragraph (b) of Section 4.14 is hereby amended,
effective as of the Acceptance Date, to read in its entirety as follows:
(b) For the purposes of this Section 4.14, "Minimum Accumulation
Date" means each date on which the Accumulated Amount exceeds
$500,000,000.
Section 1.13. Section 4.16 of the Current Indenture. Section 4.16 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
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SECTION 4.16. Guarantee by Subsidiary.
[intentionally omitted]
Section 1.14. Section 4.17 of the Current Indenture. Section 4.17 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
SECTION 4.17. Restriction on Sale and Issuance of Subsidiary Stock.
[intentionally omitted]
Section 1.15. Section 4.18 of the Current Indenture. Section 4.18 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
SECTION 4.18. Limitations on Line of Business.
[intentionally omitted]
Section 1.16. Section 4.20 of the Current Indenture. The first
sentence of paragraph (a) of Section 4.20 of the Current Indenture is hereby
amended, effective as of the Acceptance Date, to read in its entirety as
follows:
(a) From and at all times after the first Business Day after the
Issued Date, the Company shall maintain an account (the "Interest
Reserve Account") from which funds may only be disbursed in accordance
with the terms of the Disbursement Agreement, including disbursements to
pay the portion of the Redemption Price or offer price attributable to
accrued but unpaid interest on the Notes in connection with the
redemption of the Securities pursuant to Article III or a purchase
thereof pursuant to an offer made by the Company to purchase all of the
outstanding Securities at a price equal to the Redemption Price that
would be payable therefor if such Securities were then being redeemed
pursuant to Section 3.1 in connection with a Major Asset Sale.
and paragraph (b) of Section 4.20 of the Current Indenture is hereby amended,
effective as of the Acceptance Date, by inserting a new sentence after the
first sentence of such paragraph to read in its entirety as follows:
The Company may also instruct the Disbursement Agent to deposit with the
Trustee, at any time in connection with the redemption, any or all of
the funds in the Interest Reserve Account, provided that such amount
shall not exceed that portion of the applicable redemption or purchase
price attributable to accrued but unpaid interest on the Notes being
redeemed or purchased pursuant thereto.
Section 1.17. Section 4.21 of the Current Indenture. Section 4.21 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
SECTION 4.21. Limitation on Capital Expenditures.
[intentionally omitted]
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Section 1.18. Section 4.23 of the Current Indenture. Section 4.23 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
to read in its entirety as follows:
SECTION 4.23. Limitation on Assets Held by Nominees.
[intentionally omitted]
Section 1.19. Section 5.1 of the Current Indenture. Subparagraph (1)
of paragraph (a) of Section 5.1 of the Current Indenture is hereby amended,
effective as of the Acceptance Date, by adding the word "and" at the end of
such subparagraph after the semi-colon, and subparagraphs (2), (3) and (5) of
paragraph (a) of Section 5.1 are hereby amended, effective as of the Acceptance
Date, to read in their entirety, respectively, as follows:
(2) [intentionally omitted]
(3) [intentionally omitted]
(5) [intentionally omitted]
and paragraph (a) of Section 5.1 is hereby further amended, effective as of the
Acceptance Date, by deleting the two paragraphs following subparagraph (5) of
such paragraph (a).
Section 1.20. Section 6.1 of the Current Indenture. Paragraphs (d),
(g), (h), (i), (j) and (k) of Section 6.1 of the Current Indenture are hereby
amended to read in their entirety, respectively, as follows:
(d) a default which extends beyond any stated period of grace
applicable thereto, including any extension thereof, under any mortgage,
indenture or instrument under which there is outstanding any Debt of the
Company or any of its Subsidiaries with an aggregate principal amount in
excess of $20,000,000, or failure to pay such Debt at its stated
maturity, provided that a waiver by all of the lenders of such debt of
such default shall constitute a waiver hereunder for the same period;
(g) [intentionally omitted]
(h) [intentionally omitted]
(i) Independent Directors not constituting a majority of the
Board of Directors of the Company or any Guarantor for a period of 90
days in the aggregate in any twelve-month period; or
(j) there having occurred any amendment to the Certificate of
Incorporation or Bylaws of any Obligor that pertains to the directors
thereof and would have an adverse effect on the Securityholders or any
other amendment that would materially adversely affect the interests of
the Securityholders and, in the case of any such other amendment, the
failure
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to correct such other amendment continues for a period of 90 days after
written notice is given to the Obligor by the Trustee or to the Obligor
and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Securities outstanding;
(k) [intentionally omitted]
and the first sentence of the paragraph following paragraph (k) of Section 6.1
of the Current Indenture is hereby amended to read in its entirety as follows:
A Default under clause (c) above (other than in the case of any
Defaults under Sections 4.14 or 5.1, which Defaults shall be Events of
Default without the notice specified in this paragraph or Section 4.7(c)
and upon the passage of 10 days) is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in
principal amount of the outstanding Securities notify the Company and
the Trustee of the Default, and the Company does not cure the Default
within 30 days after receipt of the notice.
Section 1.21. Section 12.2 of the Current Indenture. Section 12.2 of
the Current Indenture is hereby amended, effective as of the Acceptance Date,
by redesignating the current paragraph (a) of Section 12.2 as subparagraph
(a)(1) and inserting after such redesignated subparagraph (a)(1) a new
subparagraph (a)(2) to read in its entirety as follows:
(2) Upon receipt of an Officers' Certificate requesting the
Trustee's execution and delivery of the 1997 Intercreditor Agreement,
the Trustee, at the Company's expense, will execute and deliver the 1997
Intercreditor Agreement and the Company, TTC and any other Guarantors
will execute, deliver, file and record, all instruments and do all acts
and other things as may be reasonably necessary to provide, pursuant to
the 1997 Intercreditor Agreement, (i) that (A) the New Note will be
subordinated in right of payment to the full and final payment of the
Notes, (B) the liens and security interests securing the New Note
encumbering collateral that secures both the Notes and the New Note (the
"Shared Collateral") will be subordinate and inferior to the liens and
security interests in the Shared Collateral that secure the Notes, and
(C) the rights of the holder of the New Note to proceed against the
Shared Collateral will be restricted to the extent necessary to effect
the intent of the 1997 Intercreditor Agreement, (ii) that the Company
will be permitted to pay, and the holder of the New Note will be
permitted to receive, regularly scheduled payments of interest and
principal under the New Note so long as at the time of such payment, or
after giving effect thereto, no Default or Event of Default shall have
occurred and then be continuing or would occur thereunder after giving
effect to such payment, (iii) that the holder of the New Note will be
required to pay or deliver to the Trustee cash or other assets received
with respect to the New Note, except payments permitted under the
preceding clause (ii), (iv) that (A) in the event of any case or
proceeding involving or seeking the liquidation or reorganization of the
Company (each, a "Proceeding"), any and all cash or other assets,
including proceeds received from realization on the Shared Collateral,
paid or distributed on account of the New Note, will be applied, after
payment of reasonable costs and expenses relating to obtaining such
proceeds, to the payment of the Notes, and only after the Notes have
been paid in full, to the payment of the New Note, and (B) in any other
event, any and all proceeds of the Shared Collateral received by or for
the account of the Holder of the New Note and/or the holders of the
Notes for application to the New
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Note and/or the Notes will be applied so as not to impair or affect the
right of the holders of the Notes to receive payments as and when due
(but nothing contained in the 1997 Intercreditor Agreement shall be
construed to prohibit, limit or otherwise affect the rights of the
Company to transfer, dispose of or otherwise deal with its properties
and assets included within the Shared Collateral, and the proceeds
thereof, in any manner permitted under the Indenture), (v) that the
rights of the holder of the New Note to vote or to take action in
connection with any Proceeding so as to contest (A) the validity of any
obligation of the Company or TTC under or with respect to the Indenture
or any collateral therefor or guaranties thereof, (B) the relative
rights of holders of the Notes with respect to any of such collateral or
guaranties or (C) the obligations and agreements of the holder of the
New Note as set forth in the Intercreditor Agreement will be
appropriately limited and restricted so as to effect the intent of the
Intercreditor Agreement, and (vi) that determinations regarding the
exercise of remedies against the Shared Collateral will be made by a
majority of the outstanding principal amount of the Notes and the New
Note, except that, and the Intercreditor Agreement will so provide, that
nothing contained in the Intercreditor Agreement will impair or affect
the right of the holder of any Note to institute suit for the
enforcement of any payment thereof as and when due.
ARTICLE II
GENERAL PROVISIONS
Section 2.01. Effectiveness of Amendments. The Supplemental Indenture
is effective as of the date first above written. The Current Indenture will
remain operative in the form in which it existed prior to the date hereof until
the date (the "Acceptance Date") on which the Company accepts for purchase and
payment all Securities that have been properly tendered and not withdrawn
pursuant to the Offer. On and after the Acceptance Date, the Proposed
Amendments will be effective.
Section 2.02. Ratification of Indenture. The Current Indenture is in
all respects acknowledged, ratified and confirmed, and shall continue in full
force and effect in accordance with the terms thereof and as supplemented by
this Supplemental Indenture. The Current Indenture and this Supplemental
Indenture, shall be read, taken and construed as one and the same instrument.
Section 2.03. Certificate and Opinion as to Conditions Precedent.
Simultaneously with and as a condition to the execution of this Supplemental
Indenture, the Company is delivering to the Trustee
(a) an Officer's Certificate in the form attached hereto as Exhibit
A; and
(b) an Opinion of Counsel covering the matters described in Exhibit B
attached hereto.
Section 2.04. Effect of Headings. The Article and Section headings in
this Supplemental Indenture are for convenience only and shall not affect the
construction of this Supplemental Indenture.
Section 2.05. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
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Section 2.06. Counterparts. This Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
the same instrument.
IN WITNESS WHEREOF, the parties to this Supplemental Indenture have
caused this Supplemental Indenture to be duly executed, and their respective
corporate seals to be hereunto affixed and attested, on this 13th day of June,
1997, but all to be effective as of day and year first above written.
TRANSTEXAS GAS CORPORATION
Attest: By:
------------------------ ----------------------------
Xxx Xxxxx Xx Xxxxxxx
Assistant Secretary Vice President, Chief Financial Officer
and Secretary
FIRSTAR BANK OF MINNESOTA, N.A.,
Trustee
By:
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Xxxxx X. Xxxxxx, III,
Vice President
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EXHIBIT A
TRANSTEXAS GAS CORPORATION
OFFICERS' CERTIFICATE
The undersigned, Xx Xxxxxxx, Vice President and Chief Executive Officer,
and Xxx Xxxxx, Assistant Secretary, of TransTexas Gas Corporation, a Delaware
corporation (the "Company"), do hereby certify pursuant to Section 2.03 of that
certain Second Supplemental Indenture, dated as of June 13, 1997, between the
Company and Firstar Bank of Minnesota, N.A., successor to American Bank
National Association, as Trustee (the "Trustee"), and Section 14.4 of that
certain Indenture, dated as of June 15, 1995, among the Company, TransTexas
Transmission Corporation and the Trustee, as amended and supplemented (the
"Indenture"), as follows:
1. The undersigned have read Section 9.2 of the Indenture.
2. The undersigned have participated in the solicitation of consents
(the "Consents") to the Proposed Amendments (as defined in the Supplemental
Indenture), and the Company has recieved consents from the Holders (as defined
in the Indenture) of at least 66 2/3% of the aggregate principal amount of the
Notes to the Proposed Amendments.
3. In our opinion, we have made such examination and investigation
as is necessary to enable us to express an informed opinion as to whether or
not the conditions precedent in the Indenture requiring compliance by the
Company to or concurrently with the execution and delivery by the Company of
the Second Supplemental Indenture have been complied with.
4. In our opinion, each of the conditions precedent in the Indenture
requiring compliance by the Company prior to or concurrently with the execution
and delivery by the Company of the Second Supplemental Indenture have been
complied with, and the Trustee is authorized or permitted, pursuant to Section
9.2 of the Indenture, to execute the Second Supplemental Indenture.
IN WITNESS WHEREOF, we have executed this Certificate as of June 13,
1997.
Xx Xxxxxxx, Vice President and
Chief Financial Officer
Xxx Xxxxx, Assistant Secretary
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EXHIBIT B
Matters to be Covered by Gardere & Xxxxx, L.L.P. Opinion
1. The Second Supplemental Indenture has been duly
authorized, executed and delivered by the Company.
2. Each of the conditions precedent in the Current Indenture
requiring compliance by the Company prior to or concurrently with the
execution and delivery by the Company of the Second Supplemental
Indenture has been complied with by the Company, and Section 9.2 of the
Current Indenture authorizes or permits the Trustee to execute the
Second Supplemental Indenture.
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TRANSTEXAS GAS CORPORATION
OFFICERS' CERTIFICATE
The undersigned, Xx Xxxxxxx, Vice President and Chief Executive Officer,
and Xxx Xxxxx, Assistant Secretary, of TransTexas Gas Corporation, a Delaware
corporation (the "Company"), do hereby certify pursuant to Section 2.03 of that
certain Second Supplemental Indenture, dated as of June 13, 1997, between the
Company and Firstar Bank of Minnesota, N.A., successor to American Bank
National Association, as Trustee (the "Trustee"), and Section 14.4 of that
certain Indenture, dated as of June 15, 1995, among the Company, TransTexas
Transmission Corporation and the Trustee, as amended and supplemented (the
"Indenture"), as follows:
1. The undersigned have read Section 9.2 of the Indenture.
2. The undersigned have participated in the solicitation of consents
(the "Consents") to the Proposed Amendments (as defined in the Supplemental
Indenture), and the Company has recieved consents from the Holders (as defined
in the Indenture) of at least 66 2/3% of the aggregate principal amount of the
Notes to the Proposed Amendments.
3. In our opinion, we have made such examination and investigation
as is necessary to enable us to express an informed opinion as to whether or
not the conditions precedent in the Indenture requiring compliance by the
Company to or concurrently with the execution and delivery by the Company of
the Second Supplemental Indenture have been complied with.
4. In our opinion, each of the conditions precedent in the Indenture
requiring compliance by the Company prior to or concurrently with the execution
and delivery by the Company of the Second Supplemental Indenture have been
complied with, and the Trustee is authorized or permitted, pursuant to Section
9.2 of the Indenture, to execute the Second Supplemental Indenture.
IN WITNESS WHEREOF, we have executed this Certificate as of June 13,
1997.
Xx Xxxxxxx, Vice President and
Chief Financial Officer
Xxx Xxxxx, Assistant Secretary
