SECOND SUPPLEMENTAL INDENTURE
Dated as of September 30, 1996
between
ROLLINS 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 Second Supplemental Indenture dated as of September 30, 1996 (the
"Second Supplemental Indenture") between ROLLINS 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, One Rollins Plaza, Wilmington, Delaware 19803,
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, as amended by the
First Supplemental Indenture dated as of September 30, 1995 (the "First
Supplemental Indenture").
WHEREAS, Westinghouse Electric Corporation, as the holder of 100% in
principal amount of the Securities, has consented to this Second Supplemental
Indenture in accordance with Section 8.2 of the Indenture; and
WHEREAS, the execution and delivery of this Second Supplemental
Indenture have been and are in all respects duly and validly authorized by a
resolution duly adopted by the Company;
NOW, THEREFORE, THIS SECOND 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 First Supplemental Indenture is hereby terminated and of no further force
and effect. 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 Second
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 10.1Maintenance of Fixed Charges Coverage Ratio.
The Company will maintain the following Fixed Charges Coverage Ratio:
Period Ending Ratio
September 30, 1996 0.63 : 1.00
December 31, 1996 0.65 : 1.00
March 31, 1997 0.80 : 1.00
June 30, 1997 1.10 : 1.00
September 30, 1997 1.25 : 1.00
December 31, 1997 and thereafter 1.50 : 1.00
Notwithstanding the definition of Fixed Charges Coverage Ratio in
Section 1.1, the ratio for any period ending on or before September 30, 1997
shall be computed for that fiscal quarter only, the ratio for December 31,
1997 shall be computed for the that fiscal quarter together with the
immediately preceding fiscal quarter, and the ratio for March 31, 1998 shall
be computed for that fiscal quarter together with the immediately preceding
two fiscal quarters."
Section 2.1 Maintenance of Net Worth.
Section 10.2 of the Indenture is hereby amended to replace
$160,000,000 with $145,000,000. "Tangible Net Worth" for purposes of
Section 10.2 shall be calculated to exclude the effect of any
extraordinary gain or loss occurring after June 30, 1996.
IN WITNESS WHEREOF, FIRST FIDELITY BANK, NATIONAL ASSOCIATION and
ROLLINS ENVIRONMENTAL SERVICES, INC. have caused this Second 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:
ROLLINS ENVIRONMENTAL
SERVICES, INC.
By:
Title:
Westinghouse Electric Corporation, as the holder of 100% of the
Securities, hereby approves and consents to the foregoing Second Supplemental
Indenture.
WESTINGHOUSE ELECTRIC
CORPORATION
By:
Title: