CONSENT
CONSENT (this "CONSENT"), dated as of March 16, 2000, to the Amended
and Restated Credit Agreement, dated as of April 3, 1998 (as amended,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT"),
among SAFETY-KLEEN SERVICES, INC. (formerly known as LES, Inc.), a Delaware
corporation (the "COMPANY"), SAFETY-KLEEN LTD. (successor to Safety-Kleen
(Canada) Ltd., which was formerly known as Laidlaw Environmental Services
(Canada) Ltd.), a Canadian corporation and a wholly owned subsidiary of the
Company (together with the Company, the "BORROWERS"), the several banks and
other financial institutions or entities from time to time parties thereto (the
"LENDERS"), TORONTO DOMINION (TEXAS), INC., as general administrative agent (in
such capacity, the "GENERAL ADMINISTRATIVE AGENT"), THE TORONTO-DOMINION BANK,
as Canadian administrative agent, TD SECURITIES (USA) INC., as advisor to the
Borrowers and arranger of the commitments described in the Credit Agreement, THE
BANK OF NOVA SCOTIA, BANK OF AMERICA (formerly known as Nationsbank, N.A.), BANK
ONE, N.A. (formerly known as The First National Bank of Chicago) and WACHOVIA
BANK, N.A., as managing agents, THE BANK OF NOVA SCOTIA and THE FIRST NATIONAL
BANK OF CHICAGO, as co-documentation agent, and BANK OF AMERICA (formerly known
as Nationsbank, N.A.), as syndication agent.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrowers, the General Administrative Agent and the
Lenders have entered into the Fourth Amendment, dated as of March 13, 2000, to
the Credit Agreement (the "Fourth Amendment"); and
WHEREAS, the Company has requested that the Lenders consent to certain
actions in furtherance of the transactions set forth in the Fourth Amendment.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and in the Credit Agreement, the parties hereto
hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, all capitalized
-------------
terms used herein shall have the meanings given to them in the Credit Agreement.
2. Consent. The Lenders hereby consent to the execution and delivery by
-------
the General Administrative Agent of a subordination agreement, whereby the
Mortgage on the real property of Safety-Kleen Systems, Inc. located in Elgin,
Illinois, shall be subordinated to the liens and mortgage granted by
Safety-Kleen Systems, Inc. on such property pursuant to Section 10.3(m).
3. Representation and Warranty. The Company represents and warrants to
---------------------------
each Administrative Agent and Lender that, after giving effect to the
transactions contemplated
093110-0154-01964-A03FN00L-CST
2
hereby, on the date hereof, the fair value of the Collateral is equal to or
greater than the aggregate amount of the Obligations taking into account all
prior Liens on the Collateral securing other Indebtedness.
4. Conditions to Effectiveness. This Consent shall become effective as
---------------------------
of the date first above written when (i) each of the Required Lenders, the
General Administrative Agent and the Borrowers shall have executed and delivered
this Consent and (ii) each Guarantor shall have acknowledged and agreed to this
Consent.
5. Continuing Effects. Except as expressly modified hereby, the Credit
------------------
Agreement and the Supplement shall continue to be and shall remain in full force
and effect in accordance with their respective terms.
6. Expenses. The Company agrees to pay and reimburse the General
--------
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the negotiation, preparation, execution, and
delivery of this Consent, including the reasonable fees and expenses of counsel.
7. Counterparts. This Consent may be executed on any number of separate
------------
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
8. GOVERNING LAW. THIS CONSENT SHALL BE GOVERNED BY, AND CONSTRUED AND
-------------
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
3
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.)
By: /s/ Henry H. Taylor
--------------------------
Name: Henry H. Taylor
Title: Secretary
SAFETY-KLEEN LTD. (successor to Safety-Kleen
Services (Canada) Ltd., which was formerly
known as Laidlaw Environmental Services
(Canada) Ltd.)
By: /s/ Henry H. Taylor
----------------------------
Name: Henry H. Taylor
Title: Secretary
TORONTO DOMINION (TEXAS), INC., as
General Administrative Agent and Lender
By: /s/ Warren Finlay
----------------------------
Name: Warren Finlay
Title: President
THE TORONTO-DOMINION BANK, as Canadian
Administrative Agent
By: /s/ Wagner M. Shiplo
----------------------------
Name: Wagner M. Shiplo
Title: Manager, Syndicated Loans Agency
TD SECURITIES (USA) INC., as Arranger
By:
----------------------------
Name:
Title:
4
THE TORONTO-DOMINION BANK, as a Lender
By: /s/ Warren Finlay
----------------------------
Name: Warren Finlay
Title: President:
THE BANK OF NOVA SCOTIA, as Managing
Agent, Co-Documentation Agent and Lender
By: /s/ William E. Zarrett
----------------------------
Name: William E. Zarrett
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO,
n/k/a BankOne, NA, as Managing Agent, Co-
Documentation Agent and Lender
By:
----------------------------
Name:
Title:
BANK OF AMERICA (formerly known as
Nationsbank, N.A.), as Syndication Agent,
Managing Agent and Lender
By: /s/ William Crawford
----------------------------
Name: William Crawford
Title: Managing Director
WACHOVIA BANK, N.A., as Managing Agent
and Lender
By: /s/ Donald E. Sellers, Jr.
---------------------------
Name: Donald E. Sellers, Jr.
Title: Vice President
5
THE CIT GROUP/BUSINESS CREDIT, INC.
By:
----------------------------
Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Karl Kiefer
----------------------------
Name: Karl Kiefer
Title: Duly Authorized Signatory
COMERICA BANK
By:
----------------------------
Name:
Title:
FLEET NATIONAL BANK
By: /s/ Thomas D. Opie
----------------------------
Name: Thomas D. Opie
Title: VP
ROYAL BANK OF CANADA
By:
----------------------------
Name:
Title:
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Sean Mounier
----------------------------
Name: Sean Mounier
Title: First Vice President
By: /s/ Brian O'Leary
----------------------------
Name: Brian O'Leary
Title: Vice President
6
HSBC BANK USA (formerly Marine Midland
Bank)
By: /s/ Kevin J. Ayers
------------------
Name: Kevin J. Ayers
Title: V. P.
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By:
----------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By:
----------------------------
Name:
Title:
FLEET BUSINESS CREDIT CORPORATION
(formerly Sanwa Business Credit Corporation)
By:
----------------------------
Name:
Title:
SOCIETE GENERALE
By: /s/ Robert Petersen
----------------------------
Name: Robert Petersen
Title: Director
SOUTHERN PACIFIC BANK
By: /s/ Mun Young Kim
----------------------------
Name: Mun Young Kim
Title: Vice President
7
CREDIT LYONNAIS ATLANTA AGENCY
By:
----------------------------
Name:
Title:
COOPERATIEVE CENTRALE RAIFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND" NEW YORK BRANCH
By: /s/ Ian Reece
----------------------------
Name: Ian Reece
Title: Senior Vice President
By: /s/ Olietier B. Turnbull
----------------------------
Name: Olietier B. Turnbull
Title: Vice President
COMMERCIAL LOAN FUNDING TRUST I
By: Lehman Commercial Paper Inc., not in its
individual capacity but solely as
administrative agent
By:
-----------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:e:
8
THE SAKURA BANK, LTD.
By:
----------------------------
Name:
Title:
FIRSTAR BANK, N.A.
By: /s/ Mark A. Whitson
-------------------
Name: Mark A. Whitson
Title: Vice President
BANK OF HAWAII
By: /s/ Patricia Rohifing
----------------------------
Name: Patricia Rohifing
Title: Vice President
CITIBANK, N.A.
By: /s/ Bradley Dietz
----------------------------
Name: Bradley Dietz
Title Managing Director
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By:
----------------------------
Name:
Title:
NATIONAL CITY BANK
By: /s/ Robert C. Rowe
----------------------------
Name: Robert C. Rowe
Title: Senior VP
9
BHF-BANK AKTIENGESELLSCHAFT
By:
----------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By:
----------------------------
Name:
Title:
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
By: /s/ Luis Lavoie
----------------------------
Name: Louis Lavoie
Title: Vice President
By:
----------------------------
Name:
Title:
KZH PONDVIEW LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
WEBSTER BANK
By: /s/ Richard F. DiLorenzo
-------------------------
Name: Richard F. DiLorenzo
Title: Sr. V.P.
10
BANQUE WORMS CAPITAL CORPORATION
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
IMPERIAL BANK
By: /s/ Ray Vadalma
----------------------------
Name: Ray Vadalma
Title: Senior Managing Director
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:
----------------------------
Name:
Title:
GPSF SECURITIES, INC.
By:
----------------------------
Name:
Title:
KZH CNC LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
SUMMIT BANK
By: /s/ Robert L. Turnipseed
------------------------
Name: Robert L. Turnipseed
Title: Vice president
11
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ Claudia Cromie
----------------------------
Name: Claudie Cromie
Title: Director
FIRSTRUST BANK
By:
----------------------------
Name:
Title:
BANCO ESPIRITO SANTO
By:
----------------------------
Name:
Title:
By:
----------------------------
Name:
Title:
THE CITY NATIONAL BANK
By:
----------------------------
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By: /s/ Darvin D. Pierce
----------------------------
Name: Darvin D. Pierce
Title: Vice President
12
OAK HILL SECURITIES FUND, L.P.
By: OAK HILL SECURITIES GENPAR, L.P.,
its General Partner
By: OAK HILL SECURITIES MGP, INC., its
General Partner
By: /s/ William H. Bomsack, Jr.
----------------------------
Name: William H. Bomsack
Title: V.P.
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /S/ Payson F. Swaffield
------------------------
Name: Payson F. Swaffield
Title: Vice President
VAN KAMPEN CLO I, LIMITED
BY: VAN KAMPEN MANAGEMENT INC.,
as Collateral Manager
By: /s/ Darvin D. Pierce
------------------------
Name: Darvin D. Pierce
Title: Vice President
OCTAGON LOAN TRUST
By: OCTAGON CREDIT INVESTORS, as
Manager
By:
----------------------------
Name:
Title:
13
FRANKLIN FLOATING RATE TRUST
By:
----------------------------
Name:
Title:
AG CAPITAL FUNDING PARTNERS, L.P.
By: ANGELO, GORDON & CO., L.P.,
as Investment Advisor
By:
----------------------------
Name:
Title:
FIRST DOMINION FUNDING I
By: /s/ Andrew H. Marshak
----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
JACKSON NATIONAL LIFE INSURANCE
COMPANY
By: PPM AMERICA, INC., as attorney in fact on
behalf of Jackson National Life Insurance
Company
By: /s/ John (illegible)
------------------------
Name: John (illegible)
Title: Managing Director
ELC (CAYMAN) LTD.
By:
----------------------------
Name:
Title:
14
AMERICAN GENERAL ANNUITY
INSURANCE COMPANY, formerly
WESTERN NATIONAL LIFE INSURANCE
COMPANY
By:
----------------------------
Name:
Title:
KZH CRESCENT LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
CRESCENT/MACH I PARTNERS, L.P.
By: TCW ASSET MANAGEMENT
COMPANY, as its Investment Manager
By: /s/ Mark L. Gold
------------------------
Name: Mark L. Gold
Title: Managing Director
PAM CAPITAL FUNDING LP
By: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By:
----------------------------
Name:
Title:
15
KZH CYPRESSTREE-1 LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
PAMCO CAYMAN LTD.
By: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By:
------------------------
Name:
Title:
ARCHIMEDES FUNDING, LLC
BY: ING CAPITAL ADVISORS, INC. as
Collateral Manager
By: /s/ Kurt Wegleitner
------------------------
Name: Kurt Wegleitner
Title: Vice President
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
BY: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By: /s/ Kurt Wegleitner
------------------------
Name: Kurt Wegleitner
Title: Vice President
KZH SHOSHONE LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
16
KZH ING-1 LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
KZH PAMCO LLC
By:
----------------------------
Name:
Title:
PACIFICA PARTNERS I, L.P.
By: IMPERIAL CREDIT ASSET
MANAGEMENT, as its Investment Manager
By: /s/ Dean K. Kawai
------------------------
Name: Dean K. Kawai
Title: Vice President
KZH RIVERSIDE LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
PILGRIM AMERICAN HIGH INCOME
INVESTMENTS LTD.
By: PILGRIM INVESTMENTS, INC.,
as its Investment Manager
By: /s/ Charles E. LeMieux
-----------------------
Name: Charles E. LeMieux, CFA
Title: Assistant Vice President
17
KZH ING-2 LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
BY: INDOSUEZ CAPITAL as Portfolio
Manager
By: /s/ Melissa Marano
------------------------
Name: Melissa Marano
Title: Vice President
DELANO COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC., a General
Partner
By: /s/ John S. Loftus
------------------------
Name: John S. Loftus
Title: Managing Director
KZH CRESCENT-3 LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
BALANCED HIGH-YIELD FUND I LTD.
By: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch, as its
attorney-in-fact
By:
----------------------------
Name:
Title:
18
STATE STREET BANK AND TRUST
COMPANY, as Trustee for GENERAL
MOTORS EMPLOYEES GLOBAL GROUP
PENSION TRUST
By:
----------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Melissa Marano
------------------------
Name: Melissa Marano
Title: Vice President
KZH SOLEIL LLC
By:
----------------------------
Name:
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Charles E. LeMieux
------------------------
Name: Charles E. LeMieux, CFA
Title: Assistant Vice President
19
MLCLO XV PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Charles E. LeMieux
------------------------
Name: Charles E. LeMieux, CFA
Title: Assistant Vice President
MOUNTAIN CAPITAL CLO I LTD.
By:
----------------------------
Name:
Title:
CERES FINANCE LTD.
By: /s/ Gregory Stoeckle
-------------------
Name:
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO I LTD
By: INVESCO SENIOR SECURED
MANAGEMENT, INC.
By: /s/ Gregory Stoeckle
------------------------
Name:
Title:
BALANCED HIGH-YIELD FUND II LTD.
By: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch, as its
attorney-in-fact
By:
------------------------
Name:
Title:
20
CAPTIVA III FINANCE, LTD. as advised by,
PACIFIC INVESTMENT MANAGAGEMENT
COMPANY
By:
----------------------------
Name:
Title:
EATON VANCE SENIOR INCOME TRUST
By: EATON VANCE MANAGEMENT, as
Investment Advisor
By: /s/ Payson F. Swaffield
------------------------
Name: Payson F. Swaffield
Title: Vice President
BLACK DIAMOND CLO 1998-1 LTD
By:
----------------------------
Name:
Title:
KZH LANGDALE LLC
By: /s/ Peter Chin
----------------------------
Name: Peter Chin
Title: Authorized Agent
ARCHIMEDES FUNDING II, LTD.
BY: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By: /s/ Kurt Wegleitner
------------------------
Name: Kurt Wegleitner
Title: Vice President
21
ARCHIMEDES FUNDING III, LTD.
BY: ING CAPITAL ADVISORS, LLC., as
Collateral Manager
By: /s/ Kurt Wegleitner
------------------------
Name: Kurt Wegleitner
Title: Vice President
SEQUILS-ING I (HBDGM), LTD.
BY: ING CAPITAL ADVISORS, LLC., as
Collateral Manager
By: /s/ Kurt Wegleitner
------------------------
Name: Kurt Wegleitner
Title: Vice President
ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
L.P., as Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.L.
By: ALLIANCE CAPITAL
MANAGEMENT CORPORATION,
General Partner of Alliance Capital
Management, L.P.
By:
------------------------
Name:
Title:
BATTERSON PARK CBO I
By: GENERAL RE-NEW ENGLAND ASSET
MANAGEMENT, INC., as Collateral Manager
By:
------------------------
Name:
Title:
22
ATHENA CDO, LTD.
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY as its investment advisor
By: PIMCO MANAGEMENT INC., a
general partner
By: /s/ John S. Loftus
-------------------
Name: John S. Loftus
Title: Managing Director
SEQUILS I, LTD.
By: TWC Advisors, Inc. as its
Collateral Manager
By: /s/ Mark L. Gold
------------------------
Name: Mark L. Gold
Title: Managing Director
By: /s/ Jonathan R. Insull
------------------------
Name: Jonathan R. Insull
Title: Vice President
CAPTIVA II FINANCE LTD.
By: /s/ (illegible)
----------------------------
Name: (illegible)
Title: Director
STRATA FUNDING LTD.
By: /s/ Gregory Stoeckle
----------------------------
Name:
Title:
23
ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
L.P., as Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.L.
By: ALLIANCE CAPITAL
MANAGEMENT CORPORATION,
General Partner of Alliance
Capital Management, L.P.
By:
------------------------
Name:
Title:
VAN KAMPEN SENIOR FLOATING RATE
FUND
By: /s/ Darvin D. Pierce
----------------------------
Name: Darvin D. Pierce
Title: Vice President
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
By: TCW ASSET MANAGEMENT
COMPANY, as Attorney-in-Fact
By: /s/ Mark L. Gold
------------------------
Name: Mark L. Gold
Title: Managing Director
By: /s/ Jonathan R. Insull
------------------------
Name: Jonathan R. Insull
Title Vice President
AMARA 2 - FINANCE LTD
By: INVESCO SENIOR SECURED
MANAGEMENT, INC., as Sub-Advisor
By: /s/ Gregory Stoeckle
------------------------
Name:
Title:
24
ROYALTON COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC.,
a General Partner
By: /s/ John S. Loftus
----------------------------
Name: John S. Loftus
Title: Managing Director
FLOATING RATE PORTFOLIO
By: INVESCO SENIOR SECURED
MANAGEMENT INC., as attorney in fact
By: /s/ Gregory Stoeckle
---------------------------------
Name:
Title:
AERIES FINANCIE-II LIMITED
By: INVESCO SENIOR SECURED
MANAGEMENT INC., as Sub-Managing Agent
By: /s/ Gregory Stoeckle
---------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT INC., as Portfolio Advisor
By: /s/ Gregory Stoeckle
---------------------------------
Name:
Title:
25
STRATA FUNDING LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT INC., as Sub-Managing Agent
By: /s/ Gregory Stoeckle
---------------------------------
Name:
Title:
CERES FINANCE LTD.
By: INVESCO SENIOR SECURED
MANAGEMENT INC., as Sub-Managing Agent
By: /s/ Gregory Stoeckle
---------------------------------
Name:
Title:
TRITON CDO IV, LIMITED
By: INVESCO SENIOR SECURED
MANAGEMENT INC., as Investment Advisor
By: /s/ Gregory Stoeckle
------------------------
Name:
Title:
KISLAK NATIONAL BANK
By: ING CAPITAL ADVISORS LLC., as
Investment Advisor
By:
------------------------
Name:
Title:
26
STB DELAWARE FUNDING TRUST I
By: /s/ Donald C. Hargadon
----------------------------
Name: Donald C. Hargadon
Title: Assistant Vice President
STATE STREET BANK AND TRUST
COMPANY, as Trustee for GENERAL
MOTORS WELFARE BENEFITS TRUST
By:
----------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE
FUND
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
as Portfolio Manager
By: /s/ illegible
----------------------------
Name:
Title
CYPRESSTREE SENIOR FLOATING RATE
FUND
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Portfolio Manager
By: /s/ illegible
-----------------------------
Name:
Title:
27
CYPRESSTREE INVESTMENT PARTNERS I,
LTD
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By: /s/ illegible
-----------------------------
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By: /s/ illegible
-----------------------------
Name:
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By: /s/ illegible
-----------------------------
Name:
Title:
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC. AS: Attorney-in-Fact and on
Behalf of First Allmerica Financial Life
Insurance Company, as Portfolio Manager
By: /s/ illegible
----------------------------
Name:
Title:
28
CYPRESSTREE INVESTMENT PARTNERS II,
LTD.
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By: /s/ illegible
--------------------------
Name:
Title:
KZH III LLC
By:
----------------------------
Name
Title:
KZH HIGHLAND-2 LLC
By:
----------------------------
Name:
Title:
KZH IV LLC
By:
----------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
----------------------------
Name:
Title
29
CYPRESSTREE INVESTMENT FUND, LLC
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By: /s/ illegible
-----------------------------
Name:
Title:
RABOBANK CANADA
By:
----------------------------
Name:
Title
CREDIT LYONNAIS CANADA
By:
----------------------------
Name:
Title
FIRST DOMINION FUNDING III
By: /s/ Andrew H. Marshak
----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ Andrew H. Marshak
----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
LEHMAN COMMERCIAL PAPER INC.
By: /s/ Michael E. O'Brien
----------------------------
Name: Michael E. O'Brien
Title: Authorized Signatory
30
VAN KAMPEN CLO II, LIMITED
By: VAN KAMPEN MANAGEMENT INC., as
Collateral Manager
By: /s/ Darvin D. Pierce
-----------------------------
Name: Darvin D. Pierce
Title: Vice President
KEMPER FLOATING RATE FUND
By: /s/ Jonathan W. Trutter
----------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: INDOSUEZ CAPITAL, as Portfolio
Advisor
By: /s/ Melissa Marano
-----------------------------
Name: Melissa Marano
Title: Vice President
BHF (USA) CAPITAL CORPORATION
By: /s/ Richard Cameron
----------------------------
Name: Richard Cameron
Title: Associate
By: /s/ Dana L. McDougall
-----------------------------
Name: Dana L. McDougall
Title: Vice President
31
BALANCED HIGH-YELD FUND I LTD.
By: BHF (USA) CAPITAL CORPORATION,
as Attorney-In-Fact
By: /s/ Richard Cameron
-----------------------------
Name: Richard Cameron
Title: Associate
By: /s/ Dana L. McDougall
-----------------------------
Name: Dana L. McDougall
Title: Vice President
BALANCED HIGH-YELD FUND II LTD.
By: BHF (USA) CAPITAL CORPORATION,
as Attorney-In-Fact
By: /s/ Richard Cameron
-----------------------------
Name: Richard Cameron
Title: Associate
By: /s/ Dana L. McDougall
-----------------------------
Name: Dana L. McDougall
Title: Vice President
NOMURA BOND AND LOAN FUND
By: NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS
INVESTMENT ADVISOR
By: /s/ Richard W. Stewart
-----------------------------
Name: Richard W. Stewart
Title: Director
32
OCTAGON INVESTMENT PARTNERS II, LLC
By: OCTAGON CREDIT INVESTORS, LLC,
as sub-investment manager
By:
-----------------------------
Name:
Title:
OCTAGON INVESTMENT PARTNERS III, LLC
By: OCTAGON CREDIT INVESTORS, LLC,
as sub-investment manager
By:
-----------------------------
Name:
Title:
TEXTRON FINANCIAL CORP.
By: /s/ R. Rodney Weaver
-----------------------------
Name: R. Rodney Weaver
Title: Vice President
OLYMPIC FUNDING TRUST, Series 1999-1
By: /s/ Kelly C. Walker
----------------------------
Name: Kelly C. Walker
Title: Authorized Agent
PPM SPYGLASS FUNDING TRUST
By: /s/ Kelly C. Walker
-----------------------------
Name: Kelly C. Walker
Title: Authorized Agent
WINGED FOOT FUNDING TRUST
By: /s/ Kelly C. Walker
-----------------------------
Name: Kelly C. Walker
Title: Authorized Agent
33
Zematt CBO, LTD.
By: /s/ James Duplessie
----------------------------
Name: James Duplessie
Title: Executive Director
UBS AG, New York Branch
Bayerische Hypo-und Vereinsbank AG,
New York Branch
By: /s/ Timothy Harrod
----------------------------
Name: Timothy Harrod
Title: Director
By: /s/ Steven Simons
----------------------------
Name: Steven Simons
Title: Associate Director
ACKNOWLEDGMENT AND CONSENT
The undersigned does hereby acknowledge and consent to the foregoing
Consent. The undersigned does hereby confirm and agree that, after giving effect
to such Consent, the Guarantee and Collateral Agreement is and shall continue to
be in full force and effect and is hereby confirmed and ratified in all
respects.
SAFETY-KLEEN CORP. (formerly known as
Laidlaw Environmental Services, Inc.)
By: /s/ Henry H. Taylor
-----------------------------
Name: Henry H. Taylor
Title: Secretary
SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.)
SAFETY-KLEEN (PECATONICA), INC.
(formerly known as Laidlaw Environmental
Services of Illinois, Inc.)
GSX CHEMICAL SERVICES OF OHIO, INC.
SAFETY-KLEEN (BDT), INC. (formerly known
as Laidlaw Environmental Services (BDT), Inc.)
SAFETY-KLEEN (FS), INC. (formerly known as
Laidlaw Environmental Services (FS), Inc.)
SAFETY-KLEEN (GS), INC. (formerly known as
Laidlaw Environmental Services (GS), Inc.)
SAFETY-KLEEN (CHATTANOOGA), INC.
(formerly known as Laidlaw Environmental
Services of Chattanooga, Inc.)
SAFETY-KLEEN (WHITE CASTLE), INC.
(formerly known as Laidlaw Environmental
Services of White Castle, Inc.)
SAFETY-KLEEN (CROWLEY), INC. (formerly
known as Laidlaw Environmental Services
(Recovery), Inc.)
SAFETY-KLEEN (TS), INC. (formerly known as
Laidlaw Environmental Services (TS), Inc.)
SAFETY-KLEEN (WESTMORLAND), INC.
(formerly known as Laidlaw Environmental
Services (Imperial Valley), Inc.)
2
SAFETY-KLEEN (BUTTONWILLOW), INC.
(formerly known as Laidlaw Environmental
Services (Lokern), Inc.)
SAFETY-KLEEN (CALIFORNIA), INC.
(formerly known as Laidlaw Environmental
of California, Inc.)
SAFETY-KLEEN (PINEWOOD), INC.(formerly
known as Laidlaw Environmental Services of
South Carolina, Inc.)
SAFETY-KLEEN (NE), INC.(formerly known as
Laidlaw Environmental Services
(North East), Inc.)
SAFETY-KLEEN (LAPORTE), INC. (formerly
known as Laidlaw Environmental Services
(TES), Inc.)
SAFETY-KLEEN CHEMICAL SERVICES, INC.
(formerly known as Laidlaw Chemical Services,
Inc.)
SAFETY-KLEEN (ROEBUCK), INC.(formerly
known as Laidlaw Environmental Services
(TOC), Inc.)
SAFETY-KLEEN (TG), INC. (formerly known as
Laidlaw Environmental Services (TG), Inc.)
SAFETY-KLEEN (ALTAIR), INC. (formerly
known as Laidlaw Environmental Services
(Altair), Inc.)
SAFETY-KLEEN (WT), INC. (formerly known as
Laidlaw Environmental Services (WT), Inc.)
SAFETY-KLEEN (BARTOW), INC. (formerly
known as Laidlaw Environmental Services of
Bartow, Inc.)
SAFETY-KLEEN (COLFAX), INC. (formerly
known as Laidlaw Environmental Services
(Thermal Treatment), Inc.)
LEMC, INC.
SAFETY-KLEEN OSCO HOLDINGS, INC.
(formerly known as Laidlaw OSCO Holdings,
Inc.)
SAFETY-KLEEN (NASHVILLE), INC. (formerly
known as Laidlaw Environmental Services of
Nashville, Inc.)
SAFETY-KLEEN (CLIVE), INC. (formerly
known as Laidlaw Environmental Services
(Clive), Inc.)
3
SAFETY-KLEEN (LONE AND GRASSY
MOUNTAIN), INC. (formerly known as
Laidlaw Environmental Services
(Lone and Grassy Mountain), Inc.)
SAFETY-KLEEN (TULSA), INC. (formerly
known as Laidlaw Environmental Services
(Tulsa), Inc.)
SAFETY-KLEEN (SAN ANTONIO), INC.
(formerly known as Laidlaw Environmental
Services (San Antonio), Inc.)
SAFETY-KLEEN (WICHITA), INC. (formerly
known as Laidlaw Environmental Services
(Wichita), Inc.)
SAFETY-KLEEN (DELAWARE), INC. (formerly
known as Laidlaw Environmental Services of
Delaware, Inc.)
USPCI, INC. OF GEORGIA
SAFETY-KLEEN (SAN JOSE), INC. (formerly
known as Laidlaw Environmental Services
(San Jose), Inc.)
SAFETY-KLEEN (SAWYER), INC. (formerly
known as Laidlaw Environmental Services
(Sawyer), Inc.)
CHEMCLEAR, INC. OF LOS ANGELES
SAFETY-KLEEN (ROSEMOUNT), INC.
(formerly known as Laidlaw Environmental
Services (Rosemount), Inc.)
SAFETY-KLEEN HOLDING'S, INC. (formerly
known as LES Holding's, Inc.)
SAFETY-KLEEN (PPM), INC. (formerly known
as Laidlaw Environmental Services (Tucker),
Inc.)
NINTH STREET PROPERTIES, INC.
SAFETY-KLEEN (MT. PLEASANT), INC.
(formerly known as Laidlaw Environmental
Services (Mt. Pleasant), Inc.)
SAFETY-KLEEN (DEER TRAIL), INC.
(formerly known as Laidlaw Environmental
Services (Deer Trail), Inc.)
SAFETY-KLEEN (MINNEAPOLIS), INC.
(formerly known as Laidlaw Environmental
Services (Minneapolis), Inc.)
SAFETY-KLEEN (LOS ANGELES), INC.
(formerly known as Laidlaw Environmental
Services (Los Angeles), Inc.)
4
SAFETY-KLEEN (BATON ROUGE), INC.
(formerly known as Laidlaw Environmental
Services (Baton Rouge), Inc.)
SAFETY-KLEEN (PLAQUEMINE), INC.
(formerly known as Laidlaw Environmental
Services (Plaquemine), Inc.)
SAFETY-KLEEN (BRIDGEPORT), INC.
(formerly known as Laidlaw Environmental
Services (Bridgeport), Inc.)
SAFETY-KLEEN (DEER PARK), INC. (formerly
known as Laidlaw Environmental Services
(Deer Park), Inc.)
SAFETY-KLEEN (TIPTON), INC.
(formerly known as Laidlaw Environmental
Services (Tipton), Inc.)
SAFETY-KLEEN (SUSSEX), INC. (formerly
known as Laidlaw Environmental Services
(Sussex), Inc.)
SAFETY-KLEEN (GLOUCESTER), INC.
(formerly known as Laidlaw Environmental
Services (Gloucester), Inc.)
SAFETY-KLEEN (CUSTOM TRANSPORT),
INC. (formerly known as Laidlaw Environmental
Services (Custom Transport), Inc.)
SAFETY-KLEEN (ARAGONITE), INC. (formerly
known as Laidlaw Environmental Services
(Aragonite), Inc.)
SAFETY-KLEEN (PUERTO RICO), INC.
(formerly known as Laidlaw Environmental
Services (Puerto Rico), Inc.)
SAFETY-KLEEN SYSTEMS, INC. (formerly
known as Safety-Kleen Corp.)
DIRT MAGNET, INC.
THE MIDWAY GAS & OIL CO.
ELGINT CORP.
SAFETY-KLEEN ENVIROSYSTEMS
COMPANY
SAFETY-KLEEN ENVIROSYSTEMS
COMPANY OF PUERTO RICO, INC.
PETROCON, INC.
PHILLIPS ACQUISITION CORP.
SAFETY-KLEEN (CONSULTING), Inc. (formerly
known as Virogroup, Inc., which was formerly
known as Safety-Kleen Aviation, Inc.)
SK REAL ESTATE, INC.
SAFETY-KLEEN INTERNATIONAL, INC.
5
SAFETY-KLEEN OIL RECOVERY CO.
SAFETY-KLEEN OIL SERVICES, INC.
THE SOLVENTS RECOVERY SERVICE OF
NEW JERSEY, INC.
By: /s/ Henry H. Taylor
------------------------------
Name: Henry H. Taylor
Title: Secretary
3E COMPANY ENVIRONMENTAL,
ECOLOGICAL AND ENGINEERING
By: /s/ Henry H. Taylor
------------------------------
Name: Henry H. Taylor
Title: Assistant Secretary
SK INSURANCE COMPANY
By: /s/ A. John Guignion
------------------------------
Name: A. John Guignion
Title: Vice President & Director
SK EUROPE, INC.
By: /s/ Henry H. Taylor
------------------------------
Name: Henry H. Taylor
Title: Secretary
SAFETY-KLEEN (ENCOTEC), INC. (formerly
known as Laidlaw Environmental, Inc.)
By: /s/ William D. Ridings
------------------------------
Name: William D. Ridings
Title: Vice President of Finance and
Treasurer