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▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS INC.
TO
CITIBANK, N.A.
Trustee
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TENTH SUPPLEMENTAL INDENTURE
Dated as of November 28, 1997
Supplemental to Indenture dated as of December 1, 1988
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This Tenth Supplemental Indenture (the "Supplemental
Indenture") is made and entered into as of November 28, 1997
between ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Holdings Inc., a Delaware
corporation formerly known as Salomon Inc (the "Company"), and
Citibank, N.A., a national banking association (the "Trustee"),
as Trustee under the Indenture dated as of December 1, 1988, as
amended by the First Supplemental Indenture dated September 7,
1990, the Second Supplemental Indenture thereto dated June 12,
1991, the Third Supplemental Indenture thereto dated July 1,
1992, the Fourth Supplemental Indenture thereto dated October 29,
1992, the Fifth Supplemental Indenture thereto dated December 14,
1993, the Sixth Supplemental Indenture thereto dated December 29,
1994, the Seventh Supplemental Indenture thereto dated February
1, 1996, the Eighth Supplemental Indenture thereto dated May 8,
1996, and the Ninth Supplemental Indenture thereto dated November
20, 1996 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 Senior Debt Securities (the
"Debt Securities"); and
WHEREAS, Sections 1101 (2) and (11) 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 "▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Holdings Inc."; and
WHEREAS, ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. is a Subsidiary of the
Company, and the Company wishes to amend the definition of
"Restricted Subsidiary" to include ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.;
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:
ARTICLE I
The definition of "Restricted Subsidiary" in Section
101 is amended and restated as follows:
"Restricted Subsidiary" means each of Salomon Brothers
Inc and ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., and any Subsidiary which owns or may
hereafter own, directly or indirectly, any of the voting stock
of, or succeeds to any substantial part of the business now
conducted by, any of such corporations. For the purposes of this
definition and the definition of "Subsidiary", "voting stock"
means stock having voting power for the election of directors,
whether at all times or only for so long as no senior class of
stock has such voting power by reason of any contingency.
ARTICLE II
In the first paragraph of the Indenture, the words
"SALOMON INC" shall be replaced with "▇▇▇▇▇▇▇ ▇▇▇▇▇ 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.
2
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.
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Deputy Treasurer
Attest: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Secretary
CITIBANK, N.A., as Trustee
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Attest: /s/ ▇▇▇▇▇ ▇▇
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Name: ▇▇▇▇▇ ▇▇
Title: Vice President
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 3rd 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 Deputy Treasurer of
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 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.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Notary Public
SEAL
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On the 3rd 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 Vice President
of CITIBANK, N.A., 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.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Notary Public
SEAL
R-2