Exhibit 4.1
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
April 21, 1998; between Safety-Kleen Corp., a Wisconsin corporation (the
"Company") and the Chase Manhattan Bank, as trustee (the "Trustee").
WHEREAS, the Company and the Trustee are parties to that certain
indenture, dated as of August 15, 1989 (the "Indenture") (together with the
terms of a resolution of the Board of Directors of the Company dated September
20, 1989), pursuant to which the Company's 9 1/4% Notes due September 15, 1999
(the "Notes") were issued;
AND WHEREAS, Section 902 of the Indenture provides that the Company
when authorized by a board resolution and the Trustee may amend the Indenture
with the written consent of the Holders (as defined in the Indenture) of not
less than a majority in principal amount of the Outstanding Securities (as
defined in the Indenture);
AND WHEREAS, LES, Inc. ("LESI"), a wholly-owned subsidiary of
Xxxxxxx Environmental Services, Inc., issued an Offer to Purchase and Consent
Solicitation Statement dated April 7, 1998 (the "Offer to Purchase") to, among
other things, solicit consents of the Holders to the Proposed Amendments (as
defined in the Offer to Purchase);
AND WHEREAS, Holders of at least a majority in aggregate principal
amount of the Outstanding Securities have given and not withdrawn their consent
to the Proposed Amendments and LESI has notified the Depositary (as defined in
the Offer to Purchase) that it has accepted all the Securities validly tendered
for purchase and payment pursuant to the Offer to Purchase;
AND WHEREAS, the entry into this Supplemental Indenture by the
parties hereto is in all respects authorized by the provisions of the Indenture,
the Company has delivered to the Trustee an Officers' Certificate and an Opinion
of Counsel with respect to such authorization and all things necessary to make
this Supplemental Indenture a valid agreement of the Company in accordance with
its terms have been done.
The parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Indenture.
2. EFFECT. This Supplemental Indenture shall become effective upon
its execution and delivery by the parties hereto. If, after the date hereof, the
Offer to Purchase is terminated or withdrawn, the validly tendered Securities
are not accepted for payment or the Consent Payments (as defined in the
Offer to Purchase) are not
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made on the Payment Date (as defined in the Offer to Purchase), this
Supplemental Indenture shall no longer be effective.
3. AMENDMENTS.
The Indenture is hereby amended as follows:
(a) the text of Sections 501(5), 704, 801(2), 802, 803, 1004,
1005, 1006 and 1007 of the Indenture is hereby deleted and the words
"[INTENTIONALLY DELETED]" are inserted, in each case, in replacement of
the deleted text;
(b) Section 101 of the Indenture is amended by deleting the
definition of "Sale and Lease-Back Transaction" in its entirety;
(c) Section 901(6) of the Indenture is amended by deleting the
clause "pursuant to the requirements of Section 1005 or otherwise";
(d) the text of Section 905 of the Indenture is hereby deleted
and the words "[INTENTIONALLY DELETED]" are inserted in replacement of the
deleted text; and
(e) Section 1303 of the Indenture is amended by deleting from
the first sentence the clause "under Sections 1004, 1005 and 1006 and" and
deleting from the second sentence the clause "in Sections 1004, 1005 and
1006 and".
4. GOVERNING LAW. This Supplemental Indenture shall be
governed by and construed in accordance with the laws of the State of New
York.
5. COUNTERPARTS. This Supplemental Indenture may be executed in one
or more counterparts, each of which shall be an original, but all of which
together shall constitute one and the same document.
6. EFFECT ON INDENTURE. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Notes heretofore or
hereafter authenticated and delivered shall be bound hereby. Except as expressly
set forth herein, the Indenture is in all respects ratified and confirmed and
all the terms, conditions and provisions thereof shall remain in full force and
effect.
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IN WITNESS WHEREOF, the parties have executed this Supplemental
Indenture as of the date first written above.
SAFETY-KLEEN. CORP.
By: /s/ XXXXX X. XXXXX
----------------------------
Name: Xxxxx X. Xxxxx
Title: Assistant General Counsel
and Secretary
THE CHASE MANHATTAN BANK, as
Trustee
By: /s/ XXXXXXX X. XXXXX
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Second Vice President
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