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EXHIBIT 4.5
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SANTA FE ENERGY RESOURCES, INC.
Issuer,
11% Senior Subordinated Debentures Due 2004
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SECOND SUPPLEMENTAL INDENTURE
Dated as of May 4, 1999
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STATE STREET BANK AND TRUST COMPANY,
Trustee
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Second Supplemental Indenture to Indenture, dated as of May 25, 1994, between
Santa Fe Energy Resources, Inc., as issuer, and The First National Bank of
Boston, as trustee and predecessor in interest to State Street Bank and Trust
Company.
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WITNESSETH SECOND SUPPLEMENTAL INDENTURE, dated as of May 4, 1999,
between SANTA FE ENERGY RESOURCES, INC., a Delaware corporation (the "Company"),
and STATE STREET BANK AND TRUST COMPANY, a Massachusetts banking corporation, as
trustee (the "Trustee").
WHEREAS, the Company and The First National Bank of Boston, as trustee,
have heretofore executed an Indenture, dated as of May 25, 1994 (the
"Indenture"), pursuant to which the Company issued $100 million principal amount
of its 11% Senior Subordinated Debentures Due 2004 (the "Securities"); and
WHEREAS, pursuant to Section 7.09 of the Indenture, the Trustee
succeeded The First National Bank of Boston as trustee on October 2, 1995; and
WHEREAS, the Company and the Trustee have heretofore executed the First
Supplemental Indenture dated as of October 18, 1996; and
WHEREAS, Section 9.02 of the Indenture provides, among other things,
that the Company and the Trustee may amend the Indenture in certain respects
without notice to any Securityholder but with the written consent of the Holders
of at least a majority in principal amount of the Securities; and
WHEREAS, the execution and delivery of this Second Supplemental
Indenture has been authorized by a resolution of the Board of Directors; and
WHEREAS, the Company has delivered to the Trustee the written consent
of the Holders of at least a majority in principal amount of the outstanding
Securities to the amendments hereinafter set forth; and
WHEREAS, Section 9.06 of the Indenture provides, among other things,
that the Trustee shall sign any amendment authorized pursuant to Article 9 of
the Indenture if the amendment does not adversely affect the rights, duties,
liabilities or immunities of the Trustee; and
WHEREAS, the Company has presented and warranted to the Trustee that
this Second Supplemental Indenture does not adversely affect the rights, duties,
liabilities or immunities of the Trustee; and
WHEREAS, pursuant to Section 9.06 of the Indenture, the Trustee has
requested, and the Company has furnished the Trustee with an Officer's
Certificate and an Opinion of Counsel; and
WHEREAS, the Company has represented and warranted to the Trustee that
all conditions and requirements necessary to make this Second Supplemental
Indenture a valid, binding and legal instrument in accordance with its terms
have been performed and fulfilled and the execution and delivery hereof have
been in all respects duly authorized;
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NOW THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH that, for
and in consideration of the premises and the mutual covenants herein contained
and for other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, each party hereto agrees for the equal and ratable benefit
of the Holders of the Securities;
ARTICLE A.
DEFINITIONS
Section A.1. The definitions set forth or incorporated by reference in
Article 1 of the Indenture shall be applicable to this Second Supplemental
Indenture, including the recitals hereto, as fully and to the same extent as if
set forth herein, except as otherwise expressly provided herein.
Section A.2. Article 1 of the Indenture is hereby amended to add the
following definition:
"Xxxxxx Merger Transaction" means the transactions
described in and contemplated by that certain Agreement and Plan
of Merger, dated as of January 13, 1999 by and between Xxxxxx Oil
Corporation ("Xxxxxx") and the Company whereby, among other
things, Xxxxxx shall merge with and into the Company to be renamed
Santa Xx Xxxxxx Corporation and each share of outstanding common
stock of Xxxxxx shall be converted into the right to receive 2.05
shares of common stock of the Company.
ARTICLE B.
EFFECTIVENESS
Section B.1 This Second Supplemental Indenture shall be and become
effective when the Company and the Trustee execute this Second Supplemental
Indenture.
ARTICLE C.
ENDORSEMENT OF SECURITIES
Section C.1 Any Securities authenticated and delivered after the close
of business on the date that this Second Supplemental Indenture becomes
effective in substitution for Securities then outstanding and all Securities
presented or delivered to the Trustee on or after that date for such purpose
shall be stamped, imprinted or otherwise legended by the Trustee, with a
notation as follows:
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"Effective as of May 4, 1999, certain definitions and
restrictive covenants of the Company have been amended, as
provided in the Second Supplemental Indenture, dated May 4,
1999. Reference is hereby made to said Second Supplemental
Indenture, copies of which are on file with the Trustee, for
a description of the amendments made therein."
ARTICLE D.
AMENDMENTS
Section D.1 Article 11 of the Indenture is hereby amended as follows:
(a)Section 11.16, captioned "Approval of Xxxxxx Merger Transaction," is
hereby added to read as follows:
Section 11.16 Approval of Xxxxxx Merger Transaction. Notwithstanding
anything to the contrary in this Indenture, none of the transactions effected in
connection with or contemplated by the Xxxxxx Merger Transaction shall
constitute or be deemed to constitute a breach or violation of the terms of this
Indenture, or require that any action be taken under Section 4.08, or cause a
Default or Event of Default hereunder.
ARTICLE E.
(a)MISCELLANEOUS
Section E.1 This Second Supplemental Indenture is a supplemental
indenture pursuant to Section 9.02 of the Indenture. Upon execution and delivery
of this Second Supplemental Indenture, the terms and conditions of this Second
Supplemental Indenture shall be part of the terms and conditions of the
Indenture for any and all purposes, shall bind all Securityholders and all the
terms and conditions of both shall be read together as though they constitute
one instrument, except that in case of conflict the provisions of this Second
Supplemental Indenture will control.
Section E.2 Except as they may have been amended and supplemented by
this Second Supplemental Indenture, each and every term and provision of the
Indenture remains in full force and effect.
Section E.3 This Second Supplemental Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
Section E.4 The Trustee accepts the trusts created by the Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by the
Second Supplemental Indenture.
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Section E.5 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, all as of the date and year first
above written.
SANTA FE ENERGY RESOURCES, INC.
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President and
Chief Financial Officer
STATE STREET BANK AND TRUST COMPANY,
as trustee
By: /s/ XXXXXXXXXX XXXXXXXX
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Name: Xxxxxxxxxx X. Xxxxxxxx
Title: Assistant Vice President
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