SECOND SUPPLEMENTAL INDENTURE dated as of September 24, 1997 (this
"Second Supplement") between EnviroSource, Inc., a Delaware corporation (the
"Company"), and United States Trust Company of New York, a New York banking
corporation, as trustee (the "Trustee") under the Indenture (defined below).
RECITALS OF THE COMPANY
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A. The Company and the Trustee have heretofore executed and delivered
an Indenture dated as of July 1, 1993 (the "Original Indenture") relating to the
Company's 9 3/4% Senior Notes due 2003.
B. The Company and the Trustee have heretofore executed and delivered a
First Supplemental Indenture dated as of November 2, 1995 (the "First
Supplement"; and the Original Indenture as amended by the First Supplement, the
"Indenture") in accordance with the terms of Section 9.02 of the Indenture.
C. The Company desires to amend and supplement the Indenture in accordance
with the terms of Section 9.01 thereof and has requested the Trustee to join in
the execution of this Second Supplement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants set forth in the Indenture and herein, the Company and the Trustee
hereby amend and supplement the Indenture as follows:
AGREEMENTS
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1. All defined terms used herein and not otherwise defined herein shall
have the meanings ascribed to them in the Indenture.
2. Clause (i) of Section 4.11(b) of the Indenture is hereby amended by:
(a) deleting such clause in its entirety and (b) inserting, in lieu thereof, the
following new clause (i):
(i) Refinancing Indebtedness; provided, however, that the
characterization of Indebtedness as Refinancing Indebtedness may not cause or
permit Indebtedness Incurred under clauses (ii), (iii), (v) or (vii) below to
exceed the maximum amounts allowed by the terms of each such clause, and, to
that end (x) if Refinancing Indebtedness is Incurred to refinance any
Indebtedness originally Incurred under either of clauses (ii) or (iii) then the
amount of Indebtedness permitted under such clause in question shall be reduced
by the amount of such Refinancing Indebtedness (and any Refinancing Indebtedness
that directly or indirectly refinances
such Refinancing Indebtedness) outstanding at the time of determination, and (y)
if Refinancing Indebtedness is Incurred to refinance any Indebtedness originally
Incurred under either of clauses (v) or (vii) then the amount of Indebtedness
permitted under such clause in question shall be reduced permanently by the
amount of such Refinancing Indebtedness;
3. This Second Supplement shall be governed by the laws of the State of
New York and shall become effective as of the date first above written.
4. Except as provided in this Second Supplement, the terms and
provisions of the Indenture shall continue to remain in full force and effect
from and after the date hereof.
5. The Recitals set forth above shall be construed as the statement of
the Company and, in accordance with Section 7.04 of the Indenture, the Trustee
assumes no responsibility as to the validity or adequacy of this Second
Supplement.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
officers, have executed and delivered this Second Supplement as of the day and
year first above written.
ENVIROSOURCE, INC.
By:/s/Xxxxx X. Xxxx
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Title: Vice President & Chief Financial
Officer
ATTEST:
/s/Xxxx X. Xxxxxx
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Title: Secretary & General Counsel
UNITED STATES TRUST COMPANY
OF NEW YORK
By:/s/Xxxxxxxx Xxxxxxx
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Title: Assistant Vice President
ATTEST:
/s/Xxxxxxx Xxxxxx
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Title: Assistant Vice President
