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Exhibit 4(c)
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OHM CORPORATION
AND
UNITED STATES TRUST COMPANY OF NEW YORK
TRUSTEE
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FIRST SUPPLEMENTAL INDENTURE
DATED AS OF MAY 20, 1994
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$57,500,000
8% CONVERTIBLE SUBORDINATED DEBENTURES DUE OCTOBER 1, 2006
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FIRST SUPPLEMENTAL INDENTURE dated as of May 20, 1994 among
OHM CORPORATION, a Delaware corporation ("OHM Delaware"), UNITED STATES TRUST
COMPANY OF NEW YORK, a New York banking corporation (the "Trustee") and OHM
CORPORATION, an Ohio corporation (the "Company") (OHM Delaware, the Trustee,
and the Company are collectively referred to herein as the "Parties").
WHEREAS, OHM DELAWARE, f/k/a Environmental Treatment and
Technologies Corp., and the Trustee entered into an Indenture dated as of
October 1, 1986 (the "Indenture") relating to $57,500,000 of 8% Convertible
Subordinated Debentures due October 1, 2006 (the "Securities");
WHEREAS, contemporaneously herewith, OHM Delaware is merging
with and into the Company, (the "Merger") a wholly-owned subsidiary of OHM
Delaware, pursuant to an Agreement of Merger by and between OHM Delaware and
the Company, ("Agreement of Merger") pursuant to which each share of OHM
Delaware common stock, par value $0.10 per share, (the "Delaware Common Stock")
issued and outstanding immediately prior to the Effective Time (as defined in
the Agreement of Merger) shall be converted into one fully paid and
nonassessable share of common stock, par value $0.10 per share of the Company
("Company Common Stock");
WHEREAS, the stated purpose for such Merger is to change the
state of incorporation of OHM Corporation from Delaware to Ohio;
WHEREAS, Section 5.01 of the Indenture provides that OHM
Delaware shall not merge into any person unless the surviving
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entity is a corporation and assumes by supplemental indenture all of the
obligations of OHM Delaware under the Securities and the Indenture;
WHEREAS, Section 10.15 of the Indenture provides that the
supplemental indenture shall provide that the Holder of a Security may convert
it into the kind and amount of securities, cash or other assets which he would
have owned immediately after the merger if he had converted the Security
immediately before the effective date of the transaction; and
WHEREAS, defined terms used herein and not defined herein will
have the meanings as set forth in the Indenture.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the Parties hereby agree, for the benefit of the other
parties and for the equal and ratable benefit of the holders of the Securities,
as follows:
1. The Company hereby expressly assumes all obligations,
covenants and responsibilities incurred by OHM Delaware under the Indenture.
2. The Company hereby expressly assumes all of the
obligations of OHM Delaware under all outstanding Securities subject to the
terms and conditions in effect as of the date of execution of this First
Supplemental Indenture.
3. The Company hereby expressly assumes the obligations
of OHM Delaware under Article X of the Indenture relating to the conversion of
the Securities and a Holder of a Security may convert it into Company Common
Stock at the same
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conversion price and on the same terms and conditions as such Holder could
convert such Security into Delaware Common Stock.
4. Each reference in the Indenture to "Common Stock" is
hereby amended to refer to the common stock, par value $0.10 per share, of the
Company.
5. Each occurrence in the Indenture of Environmental
Treatment and Technologies Corp. is hereby amended to read "OHM Corporation";
and each occurrence of the term "Company" in the Indenture shall hereinafter
refer to OHM Corporation, an Ohio corporation, as successor to OHM Corporation,
a Delaware corporation.
6. Except as amended hereby, all of the provisions of
the Indenture shall remain in full force and effect; and the amendments set
forth herein are effective as of the Effective Time of the Merger (as defined
in the Agreement of Merger).
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IN WITNESS WHEREOF, the Company, the Trustee and OHM Delaware
have executed this Supplemental Indenture as of the date first written above.
OHM CORPORATION
Attest: An Ohio Corporation
By: /s/ RANDALL M. WALTERS By: /s/ SAMUEL H. IAPALUCCI
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Randall M. Walters, Samuel H. Iapalucci,
Secretary President
OHM CORPORATION
Attest: An Delaware Corporation
By: /s/ RANDALL M. WALTERS By: /s/ SAMUEL H. IAPALUCCI
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Randall M. Walters, Samuel H. Iapalucci,
Secretary Vice President and Chief
Financial Officer
UNITED STATES TRUST COMPANY
Attest: OF NEW YORK
By: /s/ PATRICIA STERMER By: /s/ CYNTHIA CHANEY
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Patricia Stermer, Cynthia Chaney,
Assistant Vice President Assistant Vice President