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EXHIBIT 4(r)
SECOND SUPPLEMENTAL AGREEMENT TO THE UNIT AGREEMENT
SECOND SUPPLEMENTAL AGREEMENT TO THE UNIT AGREEMENT, dated as of July
1, 1999 (the "Supplemental Agreement"), among XXXXXXX XXXXX XXXXXX HOLDINGS
INC., a corporation duly organized and existing under the laws of the State of
Delaware ("SSBH"), SSBHI MERGER COMPANY INC., a corporation duly organized and
existing under the laws of the State of New York ("Merger Company"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, as Agent (the "Agent"),
under the Unit Agreement, dated as of July 3, 1996, between SSBH and the Agent,
as supplemented .by a supplemental agreement dated as of November 28, 1997
among Travelers Group Inc., SSBH and the Agent (the "Unit Agreement").
WITNESSETH:
WHEREAS, SSBH and the Agent entered into the Unit Agreement;
WHEREAS, pursuant to the Unit Agreement, certain Purchase Contracts
(the "Purchase Contracts") were executed in connection with the sale of the
Units pursuant to the Unit Agreement;
WHEREAS, SSBH, The Bank of New York, a corporation duly organized and
existing under the laws of the State of New York, as Collateral Agent (the
"Collateral Agent"), and The Chase Manhattan Bank, as Unit Agent, entered into
the Pledge Agreement (the "Pledge Agreement") dated as of July 3, 1996 providing
for, among other things, the pledge of the Preferred Securities (as defined in
the Unit Agreement) to the Collateral Agent;
WHEREAS, SSBH will merge into Merger Company (the "Merger"), effective
as of the effective time of the Merger (the "Effective Time"), pursuant to an
Agreement and Plan of
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Merger dated as of June 30, 1999 between Merger Company and SSBH (the "Merger
Agreement");
WHEREAS, pursuant to the Agreement and Plan of Merger, as of the
Effective Time, Merger Company will change its name to Xxxxxxx Xxxxx Xxxxxx
Holdings Inc.;
WHEREAS, as of the Effective Time of the Merger, Merger Company, as
successor by merger to SSBH, will succeed, insofar as permitted by law, to all
rights, liabilities and obligations of SSBH;
WHEREAS, SSBH and Merger Company desire to enter into this Supplemental
Agreement;
NOW, THEREFORE, Merger Company covenants and agrees with the Agent as
follows:
ARTICLE I
ASSUMPTION AND SUBSTITUTION
Section 1.01. As of the Effective Time, Merger Company hereby assumes
the obligations of the Company (as defined in the Unit Agreement) under the
Purchase Contracts, the Unit Agreement and the Pledge Agreement.
Section 1.02 The validity, interpretation, construction and performance
of this Supplemental Agreement shall be governed by, and be construed in
accordance with, the laws of the State of New York, without regard to its
conflicts of laws principles.
Section 1.03 This Supplemental Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same document.
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Each of XXXXXXX XXXXX BARNEY HOLDINGS INC., SSBHI MERGER COMPANY INC., and THE
CHASE MANHATTAN BANK, as Agent, has caused this Supplemental Agreement to be
signed by one of its officers thereunto, all as of July 1, 1999.
XXXXXXX XXXXX XXXXXX HOLDINGS INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President and Treasurer
SSBHI MERGER COMPANY INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President and Treasurer
THE CHASE MANHATTAN BANK,
as Agent
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
