EXHIBIT 4.5
-----------
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"),
dated as of November 8, 2006, among Susser Holdings Corporation, a Delaware
corporation (the "Guaranteeing Parent"), Susser Holdings, L.L.C., a Delaware
limited liability company (the "Company"), Susser Finance Corporation, a
Delaware corporation ("SFC," and, together with the Company, the "Issuers"),
each of the Guarantors party hereto and The Bank of New York, as trustee under
the Indenture referred to below (the "Trustee").
W I T N E S S E T H
WHEREAS, the Issuers have heretofore executed and delivered to the
Trustee an indenture dated as of December 21, 2005, providing for the issuance
of 10-5/8% Senior Notes due 2013 (the "Notes"), which was supplemented by that
certain First Supplemental Indenture, dated October 23, 2006 (as supplemented,
the "Indenture");
WHEREAS, pursuant to that certain Agreement and Plan of Merger among
Holdings, Susser Holdings Merger LLC, a Delaware limited liability company
("Merger LLC"), and Guaranteeing Parent, dated October 24, 2006, Merger LLC
merged with and into Holdings (the "Merger"), with Holdings being the surviving
entity and a wholly-owned subsidiary of Guaranteeing Parent;
WHEREAS, as a result of the Merger, Guaranteeing Parent is the
ultimate indirect parent company of the Issuers and desires hereby, in
accordance with Section 9.01(8) of the Indenture, to execute and deliver this
Supplemental Indenture and unconditionally guarantee all of the Company's
obligations under the Notes and the Indenture as a Guarantor, including the
execution and delivery of a Note Guarantee evidencing the same, all in
accordance with the terms and subject to the limitations set forth in the
Indenture; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Parent and the Trustee mutually covenant and agree for the equal
and ratable benefit of the Holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the
Indenture.
2. Agreement to Guarantee. The Guaranteeing Parent hereby
agrees to provide an unconditional Guarantee on the terms and
subject to the conditions set forth in the Note Guarantee and in the
Indenture, including but not limited to Article 11 thereof.
3. No Recourse Against Others. No past, present or future
director, officer, employee, incorporator, stockholder or agent of
the Guaranteeing Parent, as such, shall have any liability for any
1
obligations of the Issuers or any Guaranteeing Parent under the
Notes, any Note Guarantees, the Indenture or this Supplemental
Indenture or for any claim based on, in respect of, or by reason of,
such obligations or their creation. Each Holder of the Notes, by
accepting a Note, waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a
waiver is against public policy.
4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL
INDENTURE.
5. 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.
6. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.
7. The Trustee. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency
of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the
Guaranteeing Parent and the Company.
2
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date first above
written.
SUSSER HOLDINGS, L.L.C.
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
SUSSER FINANCE CORPORATION
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
STRIPES HOLDINGS, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
SSP SERVICES L.P.
By: SSP Services Management Company, LLC,
its general partner
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
3
SSP HOLDINGS LIMITED PARTNERSHIP
By: S Interests Management Company, LLC,
its general partner
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
SUSSER PETROLEUM MANAGEMENT COMPANY, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
S INTERESTS MANAGEMENT COMPANY, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
SSP SERVICES MANAGEMENT COMPANY, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
4
SUSSER PETROLEUM COMPANY, LP
By: Susser Petroleum Management Company,
LLC, its general partner
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
APT MANAGEMENT COMPANY, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
APPLIED PETROLEUM TECHNOLOGIES LTD.
By: APT Management Company, LLC,
its general partner
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
CORPUS CHRISTI REIMCO, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
5
C & G INVESTMENTS, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
SSP BEVERAGE, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Manager
SSP BEVCO I LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Manager
SSP BEVCO II LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Manager
TND BEVERAGE, LLC
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Manager
SSP PARTNERS
By: /s/ X. X. Xxxxxx, Xx.
---------------------------------
Name: X. X. Xxxxxx, Xx.
Title: Executive Vice President, Secretary
and General Counsel
6
THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxx Xxxxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxxxx
Title: Assistant Vice President
7
