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XXXXXXX XXXXX XXXXXX HOLDINGS INC.
TO
BANKERS TRUST COMPANY
Trustee
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FOURTH SUPPLEMENTAL INDENTURE
Dated as of November 28, 1997
Supplemental to Indenture dated as of December 1, 1988
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This Fourth Supplemental Indenture (the "Supplemental
Indenture") is made and entered into as of November 28, 1997
between Xxxxxxx Xxxxx Barney Holdings Inc., a Delaware
corporation formerly known as Salomon Inc (the "Company"), and
Bankers Trust Company (the "Trustee"), as Trustee under the
Indenture dated as of December 1, 1988, as amended by the First
Supplemental Indenture dated September 7, 1990 and the Second
Supplemental Indenture thereto dated December 14, 1993, and the
Third Supplemental Indenture thereto dated July 3, 1996, between
the Company and the Trustee (as amended to the date hereof, the
"Indenture").
WHEREAS, the parties hereto have previously entered
into the Indenture to provide for the issuance and sale by the
Company from time to time of its Subordinated Debt Securities
(the "Debt Securities"); and
WHEREAS, Section 1101(10) of the Indenture provides
that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into an
indenture supplemental to the Indenture, in form satisfactory to
the Trustee, without the consent of any holder of Debt
Securities, to cure any ambiguity, to correct or supplement any
provision therein that may be defective or inconsistent with any
other provision therein, or to make any other provisions with
respect to matters or questions under the Indenture that shall
not be inconsistent with any provision of the Indenture, provided
that such other provisions shall not adversely affect the
interests of the Holders of Outstanding Debt Securities or
Coupons, if any, of any series created prior to the execution of
such supplemental indenture in any material respect; and
WHEREAS, the Company has changed its name from
"Salomon Inc" to "Xxxxxxx Xxxxx Xxxxxx Holdings Inc."; and
WHEREAS, the Company wishes to amend Section 1001(2)
to delete inadvertent references to "Restricted Subsidiaries"
therein;
WHEREAS, the Company, pursuant to the foregoing
authority, proposes in and by this Supplemental Indenture to
amend the Indenture in certain respects; and
WHEREAS the Company has duly authorized the execution
and delivery of this Supplemental Indenture, and all things
necessary have been done to make this Supplemental Indenture a
valid agreement of the Company, in accordance with its terms:
NOW, THEREFORE the Company and the Trustee hereby
agree as follows:
ARTICLE I
Section 1001(2) is amended and restated as follows:
"(2) immediately after giving effect to such
transaction and treating any indebtedness that becomes an
obligation of the Company as a result of such transaction as
having been incurred by the Company at the time of such
transaction, no Event of Default, and no event that, after notice
or lapse of time, or both, would become an Event of Default,
shall have happened or be continuing;"
ARTICLE II
In the first paragraph of the Indenture, the words
"SALOMON INC" shall be replaced with "XXXXXXX XXXXX BARNEY
HOLDINGS INC."
ARTICLE III
Except as amended as set forth above, the Indenture is
in all respects ratified and confirmed and the terms, provisions
and conditions thereof shall remain in full force and effect.
This Supplemental Indenture shall take effect on the date hereof.
ARTICLE IV
This Supplemental Indenture shall be deemed to be a
contract made and to be performed entirely in the State of New
York, and for all purposes shall be governed and construed in
accordance with the laws of said State without regard to the
conflicts of laws rules of said State. This Supplemental
Indenture is subject to the terms and conditions in the Indenture
including terms and conditions limiting the liabilities of the
Trustee. The Trustee has no responsibility for the correctness of
the statements of fact herein contained which shall be taken as
the statements of the Company and makes no representations as to
the validity or sufficiency of this Supplemental Indenture.
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This Supplemental Indenture may be executed in any
number of counterparts, each of which shall be an original; but
such counterparts shall together constitute but one and the same
instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested,
all as of the day and year first above written.
XXXXXXX XXXXX XXXXXX HOLDINGS INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Deputy Treasurer
Attest: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Assistant Secretary
BANKERS TRUST COMPANY, as Trustee
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Assistant Vice
President
Attest: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice
President
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 3rd day of December, 1997, before me personally
came Xxxx X. Xxxxxxx, to me known, who, being by me duly sworn,
did depose and say that she/he is the Deputy Treasurer of
XXXXXXX XXXXX XXXXXX HOLDINGS INC., one of the corporations
described in and which executed the foregoing instrument; that
she/he knows the seal of said corporation; that the seal affixed
to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and
that she/he signed her/his name thereto by like authority.
/s/ Xxxxxxxxx X. Xxxxxxx
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Notary Public
SEAL
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 8th day of December, 1997, before me personally
came Xxxxx Xxxxx, to me known, who, being by me duly
sworn, did depose and say that he is the Assistant Vice President
of BANKERS TRUST COMPANY, one of the corporations described in
and which executed the foregoing instrument; that she/he knows
the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that
she/he signed her/his name thereto by like authority.
/s/ Xxxxxxxx Xxxxxx
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Notary Public
SEAL
