EXHIBIT 4.5
SUPPLEMENTAL INDENTURE
to
Indenture dated as of August 26, 1997
for $150,000,000
9% Senior Subordinated Notes Due 2007
between
GIANT PIPELINE COMPANY
as Additional Subsidiary Guarantor,
and
The Bank of New York
as Trustee
Dated effective as of December 1, 2000
SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE, dated effective as of December 1, 2000, is
between Giant Pipeline Company, a New Mexico corporation as an Additional
Subsidiary Guarantor ("GPC"), and The Bank of New York, as Trustee.
Recitals
WHEREAS, effective August 26, 1997, Giant Industries, Inc. (the
"Company"), the Subsidiary Guarantors, and the Trustee, executed an Indenture
(the "Indenture") in the amount of $150,000,000 for the equal and ratable
benefit of the holders of the Company's 9% Senior Subordinated Notes due 2007.
WHEREAS, Giant Industries Arizona, Inc., an Arizona corporation ("Giant
Arizona"), is a wholly-owned subsidiary of the Company and a signator of the
Indenture as a Subsidiary Guarantor.
WHEREAS, GPC is a wholly-owned subsidiary of Giant Arizona.
WHEREAS, GPC was formed by Giant Arizona after the Issue Date.
WHEREAS, in accordance with Section 11.03 of the Indenture, GPC desires
to execute and deliver a supplemental indenture pursuant to which GPC, as a
Restricted Subsidiary, shall guarantee the payment of the securities issued
pursuant to the Indenture.
NOW, THEREFORE, the parties agree as follows:
Agreement
1. This Supplemental Indenture is being delivered pursuant to the
provisions of the Indenture and shall be construed and interpreted consistently
therewith. Capitalized terms used herein without definition shall have the
meaning ascribed to them in the Indenture.
2. GPC acknowledges and agrees that it is subject to the provisions
(including the representations and warranties) of the Indenture as a Subsidiary
Guarantor.
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 date first written above.
ADDITIONAL SUBSIDIARY GUARANTOR
Giant Pipeline Company,
as Subsidiary Guarantor
By: /s/ XXXX X. XXX
--------------------------------------------
Name: Xxxx X. Xxx
Title: Vice President and Financial Officer
TRUSTEE
The Bank of New York
By: /s/ XXXXXX X. XXXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
