FIRST SUPPLEMENTAL INDENTURE
Dated as of September 30, 1995
between
XXXXXXX ENVIRONMENTAL SERVICES, INC.
(the "Company")
and
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
(the "Trustee")
Supplementing and amending that certain
Indenture
Between the Company and the Trustee
Dated as of March 31, 1995
Relating to
$13,839,000 Principal Amount
of
7.75% Senior Unsecured Debentures Due 2005
This First Supplemental Indenture dated as of September 30, 1995 (the
"First Supplemental Indenture") between XXXXXXX ENVIRONMENTAL SERVICES, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), having its principal executive offices at 2200
Concord Pike, Xxx Xxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, and FIRST
FIDELITY BANK, NATIONAL ASSOCIATION, a national banking association, as
Trustee (herein called the "Trustee"), supplements and amends that certain
Indenture between the Company and the Trustee dated as of March 31, 1995 (the
"Indenture") relating to $13,839,000 Principal Amount of the Company's 7.75%
Senior Unsecured Debentures Due 2005.
WHEREAS, Westinghouse Electric Corporation, as the holder of 100% in
principal amount of the Securities, has consented to this First Supplemental
Indenture in accordance with Section 8.2 of the Indenture; and
WHEREAS, the execution and delivery of this First Supplemental
Indenture have been and are in all respects duly and validly authorized by a
resolution duly adopted by the Company;
NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:
That the parties hereto, intending to be legally bound hereby and in
consideration of the mutual covenants herein contained, DO HEREBY AGREE as
follows:
ARTICLE I
CONFIRMATION OF INDENTURE
Section 1.1. Confirmation of Indenture. Except as supplemented and amended
hereby, the Indenture is hereby confirmed and reaffirmed in all particulars.
The Indenture shall be read, taken and construed as one and the same
instrument, notwithstanding the date and time of execution and delivery of
each instrument. Terms not otherwise defined herein shall have the
meaning ascribed to them in the Indenture. Anything in the Indenture to the
contrary notwithstanding, all provisions contained in this First Supplemental
Indenture shall take precedence over the provisions of the Indenture to the
extent of any conflict between the two.
ARTICLE II
NEGATIVE COVENANTS
Section 2.1. Maintenance of Fixed Charges Coverage Ratio. Section 10.1 of the
Indenture is hereby amended and restated to read as follows:
"Section 10.1 Maintenance of Fixed Charges Coverage Ratio.
The Company will maintain the following Fixed Charges Coverage Ratio:
Period Ending Ratio
September 30, 1996 0.8 : 1.0
December 31, 1996 1.25 : 1.0
March 31, 1997 and thereafter 1.50 : 1.0"
IN WITNESS WHEREOF, FIRST FIDELITY BANK, NATIONAL ASSOCIATION and
XXXXXXX ENVIRONMENTAL SERVICES, INC. have caused this First Supplemental
Indenture to be duly executed by its authorized officers as of the day and year
first above written.
FIRST FIDELITY BANK,
NATIONAL ASSOCIATION
By:
Title:
XXXXXXX ENVIRONMENTAL
SERVICES, INC.
By:
Title:
Westinghouse Electric Corporation, as the holder of 100% of the
Securities, hereby approves and consents to the foregoing First Supplemental
Indenture.
WESTINGHOUSE ELECTRIC
CORPORATION
By:
Title:
