EXHIBIT 4.8
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Chemical Xxxxxx Corporation
as Issuer,
$100,000,000
10?% SENIOR NOTES DUE 2005
______________________________
____________________
First Supplemental Indenture
Dated as of August 12, 1998
____________________
____________________
First Union National Bank
____________________
Trustee
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FIRST SUPPLEMENTAL INDENTURE dated as of August 12, 1998, between
Chemical Xxxxxx Corporation, a Pennsylvania corporation (the "Company"), as
issuer, and First Union National Bank, as trustee (the "Trustee"), to the
INDENTURE, dated as of June 16, 1997, between the Company and the Trustee.
Section 1. Amendments to the Indenture
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(a) The following covenants and all references thereto are hereby
deleted from the Indenture: Sections 8.01, 8.02, 10.03, 10.07, 10.09, 10.11,
10.13, 10.14, 10.16, 10.17, 10.18, 10.19 and 10.20.
(b) The following Events of Default and all references thereto are
hereby deleted from the Indenture: clauses (c), (d), (e), (f), (g) and (k) of
Section 5.01, as they relate to compliance with the covenants contained in
Sections 8.01, 8.02, 10.03, 10.07, 10.09, 10.11, 10.13, 10.14, 10.16, 10.17,
10.18, 10.19 and 10.20, and clauses (e), (f), (g) and (k) of Section 5.01, as
they relate to defaults with respect to other indebtedness or judgments rendered
in court.
(c) All definitions in the Indenture which are used exclusively in
the Sections and clauses pursuant to (a) and (b) above are hereby deleted.
Section 2. Effectiveness; Operativeness; Termination
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(a) This First Supplemental Indenture will become effective and
binding upon the Company, the Trustee and the Holders of the Notes as of the day
and year first above written and (b) this First Supplemental Indenture will
become operative upon the Payment Date (as defined in the Offer to Purchase and
Consent Solicitation Statement dated July 28, 1998); provided, however, that if
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the Offer (as defined in the Offer to Purchase and Consent Solicitation
Statement dated July 28, 1998) is terminated or withdrawn, or those Notes
validly tendered prior to the Expiration Date are not purchased pursuant to the
Offer, this Supplemental Indenture shall not become operative.
Section 3. Reference to and Effect on the Indenture
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(a) On and after the effective date of this First Supplemental
Indenture, each reference in the Indenture to "this Indenture," "hereunder,"
"hereof," or "herein" shall mean and be a reference to the Indenture as
supplemented by this First Supplemental Indenture unless the context otherwise
requires.
(b) Except as specifically amended above, the Indenture shall
remain in full force and effect and is hereby ratified and confirmed.
Section 4. Governing Law
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This First Supplemental Indenture shall be construed and enforced in
accordance with the laws of the State of New York.
Section 5. Defined Terms
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Capitalized terms used herein and not defined shall have the
respective meanings given such terms in the Indenture.
Section 6. Counterparts and Method of Execution
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This First Supplemental Indenture may be executed in several
counterparts, all of which together shall constitute one agreement binding on
all parties hereto, notwithstanding that all the parties have not signed the
same counterpart.
Section 7. Titles
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Section titles are for descriptive purposes only and shall not
control or alter the meaning of this First Supplemental Indenture as set forth
in the text.
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IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be executed as of the day and year first above
written.
Chemical Xxxxxx Corporation
By: __________________________
Its:
First Union National Bank,
as Trustee
By: __________________________
Its:
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