SECOND SUPPLEMENTAL INDENTURE
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This SECOND SUPPLEMENTAL INDENTURE dated as of December 12, 1996 is
executed by and between Xxxxx Xxxxxx Holdings Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Company"), and
CITIBANK, N.A., a national banking association duly organized and existing under
the laws of the United States, as Trustee under the Indenture referred to below
(the "Trustee").
WHEREAS, the Company and the Trustee are parties to the Indenture
dated as of May 15, 1993, as supplemented by the First Supplemental Indenture
dated as of September 1, 1993 (as so supplemented the "Indenture");
WHEREAS, Section 801(10) of the Indenture provides that, without the
consent of any Holders, the Company when authorized by a Board Resolution, and
the Trustee may enter into an indenture supplemental to the Indenture to make
any provision with respect to matters arising under the Indenture, provided that
such action shall not adversely affect the interests of the Holders of
Securities of any series in any material respect;
WHEREAS, the Company has authorized the execution and delivery of this
Supplemental Indenture; and
WHEREAS, all other conditions precedent to the execution and delivery
of this First Supplemental Indenture have been satisfied.
NOW THEREFORE, the parties agree as follows:
1. Section 301(2) of the Indenture is hereby amended by adding at the end
thereof, immediately before the semicolon the following:
"and, if applicable, the method for determining the amount of
principal payable at maturity".
2. The Indenture as amended by this Second Supplemental Indenture, in all
respects, is ratified and confirmed and the Indenture as so amended
shall be read, taken and construed as one and the same instrument.
This Second Supplemental Indenture shall become effective upon
execution and delivery hereof by the parties hereto. This Second
Supplemental Indenture may be executed in any number of counterparts,
each of which counterparts together shall constitute one and the same
instrument. All capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
3. The Trustee accepts the modification of the Indenture effected by this
Second Supplemental Indenture upon the terms and conditions set forth
in the Indenture. Without limiting the generality of the foregoing,
the Trustee assumes no responsibility for the accuracy of the recitals
contained herein, which recitals shall be taken as the statements of
the Company.
4. This Second Supplemental Indenture shall be governed by and construed
in accordance with the laws of the State of New York.
IN WITNESS WHEREOF, the undersigned have signed this Second
Supplemental Indenture as of the date first above written.
[Seal]
Attest:
XXXXX XXXXXX HOLDINGS INC.
/s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary
By /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President and
Treasurer
[Seal]
Attest:
CITIBANK, N.A., as Trustee
/s/ X. XxXxxxxx
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Name: X. XxXxxxxx
Title: Vice President
By /s/ Xxxxx Xx
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Name: Xxxxx Xx
Title: Vice President
