AMENDMENT NO. 1
TO
DEBENTURE PURCHASE AGREEMENT
Dated as of September 30, 1996
between
XXXXXXX ENVIRONMENTAL SERVICES, INC.
("Xxxxxxx")
and
WESTINGHOUSE ELECTRIC CORPORATION
("Westinghouse")
Amending that certain
DEBENTURE PURCHASE AGREEMENT
Between Xxxxxxx and Westinghouse
Dated as of March 31, 1995
Relating to
7.25% Convertible Subordinated Securities Due 2005
and
7.75% Senior Unsecured Securities Due 2005
This Amendment No. 1 dated as of September 30, 1996 between Xxxxxxx
Environmental Services, Inc. ("Xxxxxxx") and Westinghouse Electric Corporation
("Westinghouse") amends that certain Debenture Purchase Agreement (the
"Debenture Purchase Agreement") between Xxxxxxx and Westinghouse dated as of
March 31, 1995 relating to Xxxxxxx 7.25% Convertible Subordinated Securities
Due 2005 (the "Subordinated Securities") and Xxxxxxx 7.75% Senior Unsecured
Securities Due 2005 (the "Senior Securities").
WHEREAS, Xxxxxxx and First Fidelity Bank National Association
(the "Trustee") have entered into a Second Supplemental Indenture
(the "Second Supplemental Indenture") dated as of September 30, 1996
supplementing and amending that certain Indenture between Xxxxxxx and
the Trustee dated as of March 31, 1995 relating to the Senior Securities; and
WHEREAS, Xxxxxxx and Texas Commerce Bank National Association
(the "Trustee") have entered into a First Supplemental Indenture (the "First
Supplemental Indenture") dated as of September 30, 1996 supplementing and
amending that certain Indenture between Xxxxxxx and the Trustee dated as of
March 31, 1995 relating to the Subordinated Securities; and
WHEREAS, Westinghouse, as the holder of 100% of the Senior Securities
and the holder of 100% of the Subordinated Securities, has agreed to approve
and consent to the Second Supplemental Indenture relating to the Senior
Securities and the First Supplemental Indenture relating to the Subordinated
Securities upon the terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby
and in consideration of the mutual covenants herein contained, do hereby agree
as follows:
1. Westinghouse approves and consents to the Second Supplemental
Indenture relating to the Senior Securities.
2. Westinghouse approves and consents to the First Supplemental
Indenture relating to the Subordinated Securities.
3. Section 5.1 ("Resale of Securities") to the Debenture Purchase
Agreement shall be of no further force and effect after February 28, 1997.
4. Section 5.3 ("Voting Power") to the Debenture Purchase Agreement is
deleted and of no further force and effect as of the date above.
In Witness Whereof, the parties have caused this Amendment No. 1 to be
duly executed by their authorized officers as of the day and year first above
written.
Xxxxxxx Environmental Services, Inc.
By:
Title:
Westinghouse Electric Corporation
By:
Title:
