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Exhibit 4(xx)
XXXXXXX XXXXX XXXXXX HOLDINGS INC.
SSBHI MERGER COMPANY INC.
and
THE CHASE MANHATTAN BANK,
Trustee
FIRST SUPPLEMENTAL INDENTURE
Dated as of July 1, 1999
Supplemental Indenture to the Indenture dated as of January 28, 1998 providing
for the issuance of series of junior subordinated debt securities
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FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 1999 (the "First
Supplemental Indenture"), among XXXXXXX XXXXX XXXXXX HOLDINGS INC., a
corporation duly organized and existing under the laws of the State of Delaware
and the successor to Salomon Inc ("SSBH"), SSBHI MERGER COMPANY INC., a
corporation duly organized and existing under the laws of the State of New York
(the "Merger Company"), and THE CHASE MANHATTAN BANK, a corporation duly
organized and existing under the laws of the State of New York and formerly
known as Chemical Bank, as Trustee (the "Trustee"), under the Indenture dated as
of January 28, 1998 (the "Indenture"), between SSBH and the Trustee.
WITNESSETH:
WHEREAS, SSBH executed and delivered to the Trustee the Indenture to
provide for the issuance from time to time of series of junior subordinated debt
securities (the "Securities");
WHEREAS, SSBH has issued Securities pursuant to the Indenture, from
time to time;
WHEREAS, Section 8.1 of the Indenture provides that in the case of a
merger of SSBH into another corporation, such corporation shall expressly
assume, by a supplemental indenture executed and delivered to the Trustee in a
form satisfactory to the Trustee, the due and punctual payment of the principal
of (and premium, if any) and interest on all Securities and the performance of
every covenant of the Indenture to be performed or observed by SSBH;
WHEREAS, SSBH will merge into Merger Company (the "Merger"), effective
as of the effective time of the Merger (the "Effective Time"), pursuant to an
Agreement and Plan of Merger dated as of July 1, 1999 between Merger Company
and SSBH (the "Merger Agreement");
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WHEREAS, pursuant to the Agreement and Plan of Merger, as of the
Effective Time, Merger Company will change its name to Xxxxxxx Xxxxx Xxxxxx
Holdings Inc.;
WHEREAS, as of the Effective Time of the Merger, Merger Company, as
successor by merger to SSBH, will succeed, insofar as permitted by law, to all
rights, liabilities and obligations of SSBH under the provisions of the Merger
Agreement;
WHEREAS, SSBH and Merger Company desire to enter into this First
Supplemental Indenture;
WHEREAS, immediately after the Merger, no Event of Default (as defined
in the Indenture) and no event which, after notice or lapse of time or both,
would become an Event of Default shall have happened or be continuing;
NOW, THEREFORE, Merger Company covenants and agrees with the Trustee
for the equal and proportionate benefit of all the present and future Holders of
the Securities as follows:
ARTICLE I
ASSUMPTION AND SUBSTITUTION
Section 1.01. As of the Effective Time, Merger Company hereby expressly
agrees to assume the due and punctual payment of the principal of (and premium,
if any) and interest on all Securities and the performance of every covenant of
the Indenture to be performed or observed by SSBH.
Section 1.02. As of the Effective Time, and by virtue of such
assumption and of the Merger Agreement, Merger Company hereby will succeed and
be substituted for SSBH under the Indenture with the same effect as if Merger
Company had been named as "the Company" in the Indenture, and thereafter from
time to time may exercise every right and power of "the Company" under the
Indenture, in the name of SSBH or its own name; and any act or proceeding
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by provision of the Indenture required or permitted to be done by the Board of
Directors or any officer of SSBH may be done with like force and effect by the
like Board of Directors or officer of Merger Company.
ARTICLE II
MISCELLANEOUS
Section 2.01 The Trustee accepts the trusts created by this First
Supplemental Indenture upon the terms and conditions set forth in the Indenture.
The Trustee shall not be responsible or accountable in any manner whatsoever for
or in respect of, and makes no representation with respect to, the validity or
sufficiency of this First Supplemental Indenture or the due execution hereof by
SSBH or Merger Company and shall not be responsible in any manner whatsoever for
or in respect of the correctness of the recitals and statements contained
herein, all of which recitals and statements are made solely by SSBH or Merger
Company, as the case may be.
Section 2.02 Except as hereby expressly modified, the Indenture is in
all respects ratified and confirmed and all the terms, conditions, and
provisions thereof shall remain in full force and effect.
Section 2.03 This First Supplemental Indenture may be executed in any
number of counterparts, each of which shall be deemed to be an original for all
purposes, but such counterparts shall together be deemed to constitute but one
and the same instrument.
The Trustee hereby accepts the trusts in this First Supplemental
Indenture declared and provided, upon the terms and conditions herein set forth.
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IN WITNESS WHEREOF, each of XXXXXXX XXXXX BARNEY HOLDINGS INC., SSBHI
MERGER COMPANY INC., and THE CHASE MANHATTAN BANK, as Trustee, has caused this
First Supplemental Indenture to be signed and acknowledged by one of its
officers thereunto duly organized, and its corporate seal to be affixed hereto,
and the same to be attested by the signature of its Secretary or one of its
Assistant Secretaries, all as of July 1, 1999.
XXXXXXX XXXXX XXXXXX HOLDINGS INC.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Executive Vice President
and Treasurer
Attest:
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
(Corporate Seal)
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary
SSBHI MERGER COMPANY INC.
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Vice President
and Treasurer
Attest:
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
(Corporate Seal)
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Secretary
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Assistant Vice President
Attest:
By: /s/ Xxxxx Xxxxxxxxxx
---------------------
(Corporate Seal)
Name: Xxxxx Xxxxxxxxxx
Title: Trust Officer
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