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Exhibit 4(l)
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XXXXXXX XXXXX XXXXXX HOLDINGS INC.
TO
CITIBANK, N.A.
Trustee
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TENTH SUPPLEMENTAL INDENTURE
Dated as of November 28, 1997
Supplemental to Indenture dated as of December 1, 1988
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This Tenth 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 Citibank, N.A., a national banking association (the "Trustee"),
as Trustee under the Indenture dated as of December 1, 1988, as amended by the
First Supplemental Indenture dated September 7, 1990, the Second Supplemental
Indenture thereto dated June 12, 1991, the Third Supplemental Indenture thereto
dated July 1, 1992, the Fourth Supplemental Indenture thereto dated October 29,
1992, the Fifth Supplemental Indenture thereto dated December 14, 1993, the
Sixth Supplemental Indenture thereto dated December 29, 1994, the Seventh
Supplemental Indenture thereto dated February 1, 1996, the Eighth Supplemental
Indenture thereto dated May 8, 1996, and the Ninth Supplemental Indenture
thereto dated November 20, 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 Senior Debt Securities (the "Debt Securities"); and
WHEREAS, Sections 1101 (2) and (11) of the Indenture provide 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, (a) to add to the covenants of the Company, for the
benefit of all or any series of Debt Securities and the Coupons, if any,
pertaining thereto (and, if such covenants are to be for the benefit of less
than all such series, stating that such covenants are expressly being included
solely for the benefit of such series) and (b) 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, Xxxxx Xxxxxx Inc. is a Subsidiary of the Company, and the
Company wishes to amend the definition of "Restricted Subsidiary" to include
Xxxxx Xxxxxx Inc.;
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:
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NOW, THEREFORE the Company and the Trustee hereby agree as follows:
ARTICLE I
The definition of "Restricted Subsidiary" in Section 101 is amended
and restated as follows:
"Restricted Subsidiary" means each of Salomon Brothers Inc, Xxxxx
Xxxxxx Inc., and any Subsidiary which owns or may hereafter own, directly or
indirectly, any of the voting stock of, or succeeds to any substantial part of
the business now conducted by, any of such corporations. For the purposes of
this definition and the definition of "Subsidiary", "voting stock" means stock
having voting power for the election of directors, whether at all times or only
for so long as no senior class of stock has such voting power by reason of any
contingency.
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.
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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:_____________________________
Name:
Title:
Attest:_____________________________
Name:
Title:
CITIBANK, N.A., as Trustee
By:_____________________________
Name:
Title:
Attest:_____________________________
Name:
Title:
0
XXXXX XX XXX XXXX )
) SS.:
COUNTY OF NEW YORK )
On the ___ day of December, 1997, before me personally came
_________________, to me known, who, being by me duly sworn, did depose and say
that she/he is the ____________________ of XXXXXXX XXXXX BARNEY 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.
_____________________________
Notary Public
SEAL
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the ___ day of December, 1997, before me personally came
__________________, to me known, who, being by me duly sworn, did depose and say
that he is the _______________________ of CITIBANK, N.A., 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.
_____________________________
Notary Public
SEAL
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