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EXHIBIT 4.10
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Envirotest Systems Corp.
and
the Guarantors named herein
and
First Trust National Association,
Trustee
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THIRD SUPPLEMENTAL INDENTURE
Dated as of March 25, 1997
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$200,000,000
9-1/8% Senior Notes
due 2001
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THIRD SUPPLEMENTAL INDENTURE dated as of March 25, 1997, among ENVIROTEST
SYSTEMS CORP., a Delaware corporation (the "Company"), ENVIROTEST TECHNOLOGIES,
INC., a Delaware corporation (the "Initial Guarantor"), REMOTE SENSING
TECHNOLOGIES, INC., a Delaware corporation ("RST"), ENVIROTEST PARTNERS, a
Pennsylvania partnership (f/k/a Envirotest/Synterra Partners) ("Envirotest
Partners"), ENVIROTEST ACQUISITION CO., a Delaware corporation ("Envirotest
Acquisition"), SYSTEMS CONTROL, INC., a Washington corporation ("Systems
Control"), ENVIROTEST ILLINOIS, INC., a Delaware corporation ("Envirotest
Illinois"), and FIRST TRUST NATIONAL ASSOCIATION, a National Association, as
Trustee.
RECITALS
WHEREAS, the Company, the Initial Guarantor and the Trustee entered into
an Indenture, dated as of March 15, 1994 (the "Original Indenture"), pursuant to
which the Company issued $200,000,000 in principal amount of 9-1/8% Senior
Notes due 2001 (the "Securities") (capitalized terms used herein without
definition shall have the respective meanings ascribed to them in the
Indenture); and
WHEREAS, the Company, the Initial Guarantor, RST, Envirotest Partners and
the Trustee amended the Original Indenture, as amended, by entering into a First
Supplemental Indenture dated as of May 28, 1994 in accordance with Section 9.01
of the Original Indenture; and
WHEREAS, the Company, the Initial Guarantor, RST, Envirotest Partners,
Envirotest Acquisition, Systems Control and the Trustee amended the Original
Indenture, as amended, by entering into a Second Supplemental Indenture, dated
as of January 30, 1996 in accordance with Section 9.01 of the Original
Indenture (as so supplemented by the First Supplemental Indenture and the Second
Supplemental Indenture, the "Indenture"); and
WHEREAS, on March 25, 1997, the Company formed and capitalized Envirotest
Illinois as a wholly owned subsidiary; and
WHEREAS, Section 9.01 of the Indenture provides that the Company, the
Initial Guarantor and the Trustee may amend or supplement the Indenture without
the consent of any Holders in order to, among other things, add additional
Guarantors pursuant to Section 12.03 of the Indenture; and
WHEREAS, the Company, the Initial Guarantor, the Trustee, Envirotest
Partners, RST, Envirotest Acquisition, Systems Control and Envirotest Illinois
desire to amend the Indenture without the consent of any Holders to add
Envirotest Illinois as a Guarantor in accordance with Section 12.03 of the
Indenture;
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NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Initial Guarantor,
Envirotest Partners, RST, Envirotest Acquisition, Systems Control, Envirotest
Illinois and the Trustee covenant and agree for the benefit of each other and
for the equal and proportionate benefit of the respective Holders of the
Securities as follows:
ARTICLE 1
Section 1.01. This Third Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Indenture for any and all
purposes, including but not limited to discharge of the Indenture as provided
in Article 8 of the Indenture.
Section 1.02. Envirotest Illinois hereby expressly assumes the
obligations of a Guarantor under the Indenture from and after March 25, 1997.
Section 1.03. This Third Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the Initial
Guarantor, Envirotest Partners, RST, Envirotest Acquisition, Systems Control,
Envirotest Illinois and the Trustee, it being understood that the obligations
undertaken in Section 1.02 hereof shall become effective as of the dates
indicated in such Section 1.02.
ARTICLE 2
Section 2.01. Except as specifically modified herein, the Indenture and
the Securities are in all respects ratified and confirmed and shall remain in
full force and effect in accordance with their terms.
Section 2.02. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this Third Supplemental Indenture. This
Third Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
Section 2.03. The laws of the State of New York shall govern this Third
Supplemental Indenture without regard to principles of conflicts of law. The
Trustee, the Company, the Initial Guarantor, Envirotest Partners, RST,
Envirotest
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Acquisition, Systems Control and Envirotest Illinois agree to submit to the
jurisdiction of the courts of the State of New York in any action or proceeding
arising out of or relating to this Third Supplemental Indenture.
Section 2.04. The parties may sign any number of copies of this Third
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, all as of the date first written
above.
COMPANY
ENVIROTEST SYSTEMS CORP.
By: /s/ XXX XXXX
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Name: Xxx Xxxx
Title: Vice President
INITIAL GUARANTOR
ENVIROTEST GUARANTOR
By: /s/ XXX XXXX
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Name: Xxx Xxxx
Title: Vice President
ENVIROTEST PARTNERS
By: ENVIROTEST SYSTEMS CORP.,
its general partner
By: /s/ XXX XXXX
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Name: Xxx Xxxx
Title: Vice President
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REMOTE SENSING TECHNOLOGIES, INC.
By: /s/ C. XXXXXXX XXXXXX
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Name: C. Xxxxxxx Xxxxxx
Title: Vice President
ENVIROTEST ACQUISITION CO.
By: /s/ C. XXXXXXX XXXXXX
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Name: C. Xxxxxxx Xxxxxx
Title: Secretary
SYSTEMS CONTROL, INC.
By: /s/ C. XXXXXXX XXXXXX
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Name: C. Xxxxxxx Xxxxxx
Title:
ENVIROTEST ILLINOIS, INC.
By: /s/ C. XXXXXXX XXXXXX
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Name: C. Xxxxxxx Xxxxxx
Title:
TRUSTEE
FIRST TRUST NATIONAL ASSOCIATION,
as Trustee
By: /s/ XXXXXXX XXXXXXXX
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Name: Xxxxxxx Xxxxxxxx
Title: Trust Officer
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