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Exhibit 4(p)
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XXXXXXX XXXXX XXXXXX HOLDINGS INC.
TO
BANKERS TRUST COMPANY
Trustee
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THIRD SUPPLEMENTAL INDENTURE
Dated as of November 28, 1997
Supplemental to Indenture dated as of December 1, 1988
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This Third 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 Bankers Trust Company (the "Trustee"), as Trustee under the
Indenture dated as of December 1, 1988, as amended by the First Supplemental
Indenture dated September 7, 1990 and the Second Supplemental Indenture thereto
dated December 14, 1993 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 Subordinated Debt Securities (the "Debt Securities"); and
WHEREAS, Sections 1101(2) and (10) 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, the Company wishes to amend Section 1001(2);
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:
NOW, THEREFORE the Company and the Trustee hereby agree as follows:
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ARTICLE I
Section 1001(2) is amended and restated as follows:
"(2) immediately after giving effect to such transaction and
treating any indebtedness that becomes an obligation of the Company as a result
of such transaction as having been incurred by the Company at the time of such
transaction, no Event of Default, and no event that, after notice or lapse of
time, or both, would become an Event of Default, shall have happened or be
continuing;"
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:
BANKERS TRUST COMPANY, as Trustee
By:_____________________________
Name:
Title:
Attest:_____________________________
Name:
Title:
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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 BANKERS TRUST COMPANY, 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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