SUPPLEMENTAL INDENTURE NO. 2
This SUPPLEMENTAL INDENTURE NO. 2, dated January 2, 1996, among Moran
Transportation Company, a Delaware corporation (the "Company"), the Guarantors
listed on Exhibits F-1, F-2 and F-3 to the Indenture, and Barge Pennsylvania
Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company
(collectively, the "Guarantors"), Fleet National Bank of Connecticut (formerly
known as Shawmut Bank Connecticut, National Association), as trustee (the
"Trustee"), and Moran Bulk Corporation, a Delaware corporation and a wholly-
owned subsidiary of the Company (the "New Guarantor").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company, the Trustee and the Guarantors are parties to that
certain Indenture dated July 11, 1994, as amended by Supplemental Indenture No.
1 dated December 29, 1994 (as so supplemented, the "Indenture"), pertaining to
the Company's 11-3/4% Series B First Preferred Ship Mortgage Notes due 2004
issued under the Indenture (the "Notes");
WHEREAS, the Company has organized the New Guarantor as a subsidiary with
the intention that the New Guarantor become a Guarantor under the Indenture and
a Qualified Restricted Subsidiary pursuant to the terms of the Indenture;
WHEREAS, Section 5.23 of the Indenture provides that any Person that was
not a Guarantor on the date of the Indenture may become a Guarantor by executing
and delivering to the Trustee, among other things, a supplemental indenture in
form and substance satisfactory to the Trustee, which subject such Person to the
provisions (including the representations and warranties) of the Indenture as a
Guarantor;
WHEREAS, Section 10.01(h) of the Indenture provides that the Trustee, the
Company, the Guarantors and a Subsidiary, as applicable, may amend or supplement
the Indenture without the consent of any Holder to supplement the Indenture to
provide for additional Guarantors pursuant to Section 5.23; and
WHEREAS, the Company and the New Guarantor intend that this Supplemental
Indenture fulfill the requirements of such Section 5.23, thereby making the New
Guarantor a Guarantor under the Indenture.
NOW THEREFORE, the parties agree as follows, for the benefit of each other
and for the equal and ratable benefit of the Holders of the Notes:
Section 1.01 Definitions. Capitalized terms used in this Supplemental
-----------
Indenture but not defined herein shall have the meanings given such terms in the
Indenture.
Section 2.01 The Trustee accepts the modifications of the Indenture hereby
effected only upon the terms and conditions set forth in the Indenture as
supplemented by this Supplemental Indenture No. 2. Without limiting the
generality of the foregoing, the Trustee shall not be responsible for the
correctness of the recitals contained herein, which shall be taken as statements
of the Company, and the Trustee makes no representations and shall have no
responsibility for, or in respect of, the validity or sufficiency of this
Supplemental Indenture No. 2.
Section 2.02 This Supplemental Indenture No. 2 is executed as and shall
constitute an instrument supplemental to the Indenture and shall be construed in
connection with and as part of the Indenture.
Section 2.03 Except as modified and expressly amended by this Supplemental
Indenture No. 2, the Indenture is, in all respects, ratified and confirmed and
all the terms, provisions and conditions thereof shall be and remain in full
force and effect.
Section 2.04 The New Guarantor hereby agrees to be bound by and subject to
all the terms of the Indenture (including representations and warranties) as a
Guarantor, including without limitation the provisions of Article 3 of the
Indenture, as if the New Guarantor were a signatory to the Indenture.
Section 2.05 This Supplemental Indenture No. 2 may be executed in any
number of counterparts; each signed copy shall be any original, but all of them
together represent the same agreement.
Section 2.06 This Supplemental Indenture No. 2 shall be subject to the
governing law and choice of forum provisions of Section 13.09 of the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 2 to be duly executed as of the day and year first above written.
MORAN TRANSPORTATION COMPANY
By: /s/ Lee R. Christensen
-----------------------------------------------
Name: Lee R. Christensen
Title: Vice President
THE GUARANTORS LISTED ON EXHIBIT F-1 TO THE INDENTURE
By: /s/ Lee R. Christensen
------------------------------------------------
Name: Lee R. Christensen
Title: As to each of the Guarantors
listed in Exhibit F-1, as Vice
President.
THE GUARANTORS LISTED ON EXHIBIT F-2 TO THE INDENTURE
By: /s/ Lee R. Christensen
-----------------------------------------------------
Name: Lee R. Christensen
Title: As to each of the Guarantors
listed in Exhibit F-2 in the
capacities set forth in Schedule
F-2.
-3-
MORAN SERVICES CORPORATION
By: /s/ William P. Muller
----------------------------------------------------
Name: William P. Muller
Title: President
BARGE PENNSYLVANIA CORPORATION
By: /s/ Lee R. Christensen
----------------------------------------------------
Name: Lee R. Christensen
Title: Vice President
MORAN BULK CORPORATION
By: /s/ Lee R. Christensen
----------------------------------------------------
Name: Lee R. Christensen
Title: Vice President
FLEET NATIONAL BANK OF CONNECTICUT,
as Trustee
By: /s/ Michael M. Hopkins
----------------------------------------------------
Name: Michael M. Hopkins
Title: Vice President
F:\WPFILES\4633\01\SUPPNO2.V1
-4-