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EXHIBIT 4.9
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SANTA XX XXXXXX CORPORATION,
a Delaware corporation,
successor to
XXXXXX OIL CORPORATION,
as Issuer,
SUBSIDIARY GUARANTORS,
named herein
and
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
as Trustee
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THIRD SUPPLEMENTAL INDENTURE
Dated as of May 5, 1999
to
INDENTURE
Dated as of June 10, 1997
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8 3/4% Senior Subordinated Notes due 2007
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THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE"), dated as
of May 5, 1999, by and among Santa Xx Xxxxxx Corporation, a Delaware corporation
(the "COMPANY"), the subsidiary guarantors listed on the signature pages hereto
(the "SUBSIDIARY GUARANTORS") and [Chase Bank of Texas, National Association, as
trustee (the "TRUSTEE").
RECITALS
WHEREAS, the Company, as issuer, has heretofore executed and delivered
to the Trustee an Indenture, dated as of June 10, 1997, as supplemented by the
First Supplemental Indenture, dated as of June 10, 1997, among the Company and
the Trustee, and the Second Supplemental Indenture, dated as of June 10, 1997,
among the Company, the Subsidiary Guarantors and the Trustee (as supplemented,
the "INDENTURE"), providing for the issuance of an aggregate principal amount of
$175,000,000 of 8 3/4% Senior Subordinated Notes due 2007 (the "NOTES"); and
WHEREAS, pursuant to the terms of that certain Agreement and Plan of
Merger, dated as of January 13, 1999, among Xxxxxx Oil Corporation, a Delaware
corporation ("SOCO"), and the Company, SOCO has merged with and into the
Company, with the Company as the surviving entity (the "MERGER"), and the
Company has amended its certificate of incorporation to change its name to Santa
Xx Xxxxxx Corporation; and
WHEREAS, pursuant to Section 901(1) of the Indenture, the Company and
the Trustee may enter into one or more supplemental indentures without the
consent of any holders of the Notes (the "HOLDERS") to evidence the succession
of another Person to the Company and the assumption by any such successor of the
covenants of the Company in the Indenture and in the Notes; and
WHEREAS, pursuant to Section 801(e) of the Indenture, in conjunction
with the Merger each Subsidiary Guarantor must by supplemental indenture confirm
that its Subsidiary Guarantee of the Notes shall apply to the Company's
obligations under the Indenture and the Notes; and
WHEREAS, all acts and things prescribed by the Indenture, by law and by
the certificate of incorporation and the bylaws (or comparable constituent
documents) of the Company and of the Trustee necessary to make this Supplemental
Indenture a valid instrument legally binding on the Company and the Trustee, in
accordance with its terms, have been duly done and performed;
NOW THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company and the Trustee covenant and
agree for the equal and proportionate benefit of the respective holders of the
Notes as follows:
1. Definitions. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Indenture. For all purposes of this
Supplemental Indenture, except as otherwise herein expressly provided or unless
the context otherwise requires, the words "herein," "hereof" and "hereby" and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
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2. Change of Corporate Name. Any and all references in the Indenture to
XXXXXX OIL CORPORATION or the "Company," shall be deemed henceforth to refer to
SANTA XX XXXXXX CORPORATION, a Delaware corporation.
3. Confirmation of Guarantees by the Subsidiary Guarantors. Each of the
Subsidiary Guarantors expressly confirms that, after the consummation of the
Merger, its Subsidiary Guarantee as set forth in Article XV of the Indenture and
in a notation to the Notes shall apply to the obligations of the Company set
forth in the Indenture and the Notes. Such Subsidiary Guarantee includes,
without limitation, (i) the full and prompt performance of the Company's
obligations under the Indenture, and (ii) the prompt payment in full of
principal of, premium, if any, on, and interest on the Notes when due, whether
at maturity, by acceleration, redemption or otherwise, and interest on the
overdue principal of and interest on the Notes, if any, to the extent lawful,
and all other obligations of the Company to the Holders or the Trustee under the
Indenture or under the Notes, all in accordance with the terms of the Indenture
and the Notes.
4. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every Holder heretofore or hereafter
authenticated and delivered shall be bound hereby.
5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF
LAWS.
6. Trustee Makes No Representation. The Trustee makes no representation
as to the validity or sufficiency of this Supplemental Indenture.
7. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
8. Effect of Headings. The Section headings herein are for convenience
only and shall not effect the construction thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
COMPANY:
SANTA XX XXXXXX CORPORATION, a
Delaware corporation
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President - Law
TRUSTEE:
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION
By: /s/ XXXX X. XXXXX
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Name: Xxxx X. Xxxxx
Title: Vice President
SUBSIDIARY GUARANTORS:
MEXICAN FLATS SERVICE COMPANY
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
XXXXXX FLUID TECHNOLOGIES, INC.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
XXXXXX GAS MARKETING, INC.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
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SOCO GAS SYSTEMS, INC.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
SOCO LOUISIANA LEASING, INC.
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
WYOMING GATHERING AND PRODUCTION
COMPANY
By: /s/ XXXX X. XXXXXXX
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Name: Xxxx X. Xxxxxxx
Title: Vice President
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