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EXHIBIT 4(p)
XXXXXXXX HOLDINGS OF DELAWARE, INC.
THE XXXXXXXX COMPANIES, INC.
AND
BANKERS TRUST COMPANY
SECOND SUPPLEMENTAL INDENTURE
DATED AS OF JULY 31, 1999
SUPPLEMENTING THE INDENTURE DATED AS OF MARCH 31, 1990
AND THE FIRST SUPPLEMENTAL INDENTURE DATED AS OF MARCH 31, 1998
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SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE (the "Second Supplemental Indenture"),
dated as of July 31, 1999, by and among Xxxxxxxx Holdings of Delaware, Inc.
("WHD"), a Delaware corporation, The Xxxxxxxx Companies, Inc. ("TWC"), a
Delaware corporation, and Bankers Trust Company, a New York banking corporation,
as Trustee (the "Trustee").
WITNESSETH:
WHEREAS, MAPCO Inc. and the Trustee entered into an Indenture dated as
of March 31, 1990 (the "Indenture");
WHEREAS, MAPCO Inc., WHD, and the Trustee entered into the First
Supplemental Indenture dated as of March 31, 1998 (the "First Supplemental
Indenture");
WHEREAS, pursuant to an Agreement and Plan of Merger dated as of July
31, 1999, by and among WHD and TWC, WHD has been merged into TWC;
WHEREAS, Section 9.01 of the Indenture permits WHD and the Trustee to
amend or supplement the Indenture without notice to or the consent of any Holder
of Securities (as defined) to comply with Article Five of the Indenture; and
WHEREAS, Article Five of the Indenture requires, in the event of a
merger, that the successor expressly assumes by supplemental indenture all of
WHD's obligations in respect of the Indenture.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants contained herein and in the Indenture and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
WHD, TWC, and the Trustee hereby agree as follows:
Section 1. Definitions. Capitalized terms which are used but not
defined herein shall have the meanings ascribed to such terms in the Indenture.
Section 2. Assumption of Certain Obligations.
(a) TWC hereby expressly assumes (i) the due and punctual
payment of the principal of, premium, if any, on, interest on, and any
additional amounts payable under the Indenture in respect of, the Indenture, and
(ii) the performance of all of the covenants provided for in the Indenture to be
performed or observed by WHD.
(b) WHD and the Trustee hereby acknowledge that TWC shall
succeed to, and be substituted for, and may exercise every right and power of,
WHD under the Indenture with the same effect as if TWC had been named therein.
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Section 3. Effect of Second Supplemental Indenture. From and after
the execution and delivery of this Second Supplemental Indenture, the Indenture
shall be deemed to be modified as herein provided, but except as modified
hereby, the Indenture shall continue in full force and effect. The Indenture as
modified hereby shall be read, taken, and construed as one and the same
instrument.
Section 4. Notice. Any notice or communication by the Trustee to TWC
is duly given if in writing and delivered in person or by express mail service
to the address set forth below:
The Xxxxxxxx Companies, Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: Treasurer
Section 5. Governing Law. This Second Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New York
(regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws) as to all matters, including, without limitation, matters
of validity, construction, effect, performance, and remedies.
Section 6. Counterparts. This Second Supplemental Indenture may be
executed in any number of counterparts, each of which, when so executed and
delivered, shall be an original, but such counterparts shall together constitute
but one and the same instrument.
IN WITNESS WHEREOF, each of WHD, TWC, and the Trustee has caused this
Second Supplemental Indenture to be executed on its behalf by its duly
authorized officer and has caused its official seal to be impressed hereon and
attested by one of its duly authorized officers, all as of the day and year
first above written.
[SEAL] XXXXXXXX HOLDINGS OF DELAWARE, INC.
Attest
/s/ XXXXXX X. XXXXXX By: /s/ XXXXX X. XXXX
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Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Secretary Title: Treasurer
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[SEAL] THE XXXXXXXX COMPANIES, INC.
Attest
/s/ XXXXXX X. XXXXXX By: /s/ XXXXX X. XXXX
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Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxx
Title: Secretary Title: Treasurer
[SEAL] BANKERS TRUST COMPANY, AS TRUSTEE
Attest
/s/ XXXX XXXXXXX By: /s/ XXXXX XXXXXXX
--------------------------------- -----------------------------
Name: Xxxx Xxxxxxx Name: Xxxxx Xxxxxxx
Title: Assistant Vice President Title: Assistant Vice President
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