Exhibit 4.2
SECOND SUPPLEMENTAL INDENTURE
This SECOND SUPPLEMENTAL INDENTURE, dated as of February 26,
1999 (this "Second Supplemental Indenture"), is among ORYX ENERGY COMPANY, a
Delaware corporation (the "Company"), XXXX-XXXXX CORPORATION, a Delaware
corporation (the "Successor Corporation"), and THE BANK OF NEW YORK, a New
York banking corporation, as trustee (in such capacity, the "Trustee").
WHEREAS, the Company has heretofore executed and delivered
to the Trustee an Indenture, dated as of September 15, 1988 (as amended by
the First Supplemental Indenture dated as of April 1, 1991, the "Indenture"),
providing for the issuance from time to time of its unsecured debentures,
notes and other evidences of indebtedness (herein and therein called the
"Securities");
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, Section 801 of the Indenture provides that the
Company may merge with or 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 Securities, 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 901 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 Holders for the purpose of evidencing the succession of
another corporation to the Company and the assumption by such successor
corporation of the covenants contained therein and in the Securities pursuant
to Article Eight of the Indenture;
WHEREAS, the Company, pursuant to the foregoing authority,
proposes in and by this Second Supplemental Indenture to amend the Indenture
in certain respects; and
WHEREAS, all things necessary to make this Second
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.
ARTICLE II
ASSUMPTION OF OBLIGATIONS
Section 2.1 Assumption of Obligation to Make Payments on
Securities
Pursuant to Section 801 of the Indenture, commencing at the
effective time of the Merger (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 Securities according to their
tenor.
Section 2.2 Assumption of Covenants and Conditions
Pursuant to Section 801 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.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Ratification of Indenture
This Second 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 3.2 Provisions Binding on Successor Corporation's
Successors
All covenants and agreements in this Second Supplemental
Indenture by the Successor Corporation shall bind its successors and assigns,
whether so expressed or not.
Section 3.3 Governing Law
This Second 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 3.4 Benefits of Indenture
Nothing in this Second Supplemental Indenture, express or
implied, shall give to any person, other than the parties hereto and their
successors under the Indenture and the Holders, any benefit or any legal or
equitable right, remedy or claim under the Indenture.
Section 3.5 Counterparts
This Second 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 Second Supplemental Indenture.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Second 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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XXX XXXX XX XXX XXXX
By: /s/ VAN X. XXXXX
------------------------------
Name: Van X. Xxxxx
Title: Assistant Vice
President
Attest:
/s/ XXXXXX X. XXXXXX
-------------------------------
Title: Assistant Vice
President
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