EXHIBIT 4.4
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FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of October 23, 2006
(this "Supplemental Indenture"), by and among 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"). For all purposes of this
Supplemental Indenture, all capitalized terms used herein without definition
shall have the respective meanings set forth or referred to in the Indenture.
RECITALS
WHEREAS, the Issuers and Guarantors have heretofore executed and
delivered to the Trustee an indenture (the "Indenture"), dated as of December
21, 2005, providing for the issuance of 10?% Senior Notes due 2013 (the
"Notes"); and
WHEREAS, pursuant to Section 9.01(5), the Issuers and Guarantors
desire to enter into this Supplemental Indenture in order to correct the
redemption price of such notes as set forth in Section 3.07(a) of the Indenture
and paragraph (5)(a) of the Notes with respect to redemptions with the net cash
proceeds of a Public Equity Offering to "110.625%" in order to conform the text
of the Indenture, the Notes and the Note Guarantees to the provisions of the
"Description of Notes" in the Offering Memorandum.
NOW, THEREFORE, in consideration of the premises contained herein
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendment to Indenture. Section 3.07(a) of the Indenture
is hereby amended to replace the redemption price of "110.675%" with "110.625%."
SECTION 2. Amendment to Notes. The Notes are hereby amended to
include a notation in paragraph (5)(a) to replace the redemption price of
"110.675%" with "110.625%."
SECTION 3. Reference to and Effect in the Indenture. Upon the
effectiveness of this Supplemental Indenture, all references in the Indenture
and the Notes to the Indenture shall be deemed to refer to the Indenture as
amended by this Supplemental Indenture. The Trustee is authorized and directed,
in accordance with Section 9.05 of the Indenture, to place an appropriate
notation about the amendments set forth in this Supplemental Indenture on all
Notes hereinafter authenticated. Except as otherwise specified in this
Supplemental Indenture, the Indenture shall remain in all respects unchanged and
in full force and effect.
SECTION 4. Execution in Counterparts. This Supplemental Indenture
may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, and all of which shall
together constitute one and the same instrument.
SECTION 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.
SECTION 6. Trustee's Disclaimer. The recitals contained herein shall
be taken as the statements of the Issuers, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Supplemental Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.
SUSSER HOLDINGS, L.L.C.
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General
Counsel and Secretary
SUSSER FINANCE CORPORATION
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General
Counsel and Secretary
STRIPES HOLDINGS, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General
Counsel and Secretary
SSP SERVICES L.P.
By: SSP Services Management
Company, LLC, its general
partner
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
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SSP HOLDINGS LIMITED PARTNERSHIP
By: S Interests Management Company,
LLC, its general partner
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
SUSSER PETROLEUM MANAGEMENT
COMPANY, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
S INTERESTS MANAGEMENT COMPANY, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
SSP SERVICES MANAGEMENT COMPANY, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
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SUSSER PETROLEUM COMPANY, LP
By: Susser Petroleum Management
Company, LLC, its general
partner
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
APT MANAGEMENT COMPANY, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
APPLIED PETROLEUM TECHNOLOGIES LTD.
By: APT Management Company, LLC,
its general partner
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
CORPUS CHRISTI REIMCO, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Executive Vice President,
General Counsel and Secretary
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C & G INVESTMENTS, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Manger, Executive Vice President,
General Counsel and Secretary
SSP BEVERAGE, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Manager
SSP BEVCO I LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Manager
SSP BEVCO II LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Manager
TND BEVERAGE, LLC
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Manager
SSP PARTNERS
By: /s/ X. X. Xxxxxx, Xx.
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Name: X. X. Xxxxxx, Xx.
Title Manger, Executive Vice President,
General Counsel and Secretary
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THE BANK OF NEW YORK, as Trustee
By: /s/ Xxxxx Xxxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxxx
Title: Assistant Vice President
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