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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended February 28, 2002
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___ Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number 1-8368
SAFETY-KLEEN CORP.
(Exact name of registrant as specified in its charter)
Delaware 51-0228924
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1301 Gervais Street, Suite 300, Columbia, South Carolina 29201
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(Address of principal executive offices) (Zip Code)
(803) 933-4200 (Registrant's telephone number, including area code)
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(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes No X
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The number of shares of the issuer's common stock outstanding as of April 10,
2002 was 100,783,596.
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SAFETY-KLEEN CORP.
INDEX
PART I - FINANCIAL INFORMATION.................................................3
PART II - OTHER INFORMATION
Item 1 Legal Proceedings.....................................................3
Item 6 Exhibits and Reports on Form 8-K......................................9
Signatures....................................................................17
Exhibit Index.................................................................18
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PART I - FINANCIAL INFORMATION
Safety-Kleen Corp. (the "Registrant" or "Safety-Kleen") and its
subsidiaries (collectively referred to as the "Company") have omitted certain
information responsive to Items 1, 2 and 3 of Part I of Form 10-Q and portions
of other Items which elicit financial information. As described in greater
detail in Part I, Item 1 "Business - Factors Affecting Future Results -
Uncertainties Relating to the Company's Internal Controls," of the Company's
Form 10-K for the year ended August 31, 2001, the Company, with the assistance
of Jefferson Wells International and Arthur Andersen LLP, is working to correct
material deficiencies in the Company's internal controls. Despite the progress
made by the Company in correcting the deficiencies, the Company was not able to
prepare its financial statements for the fiscal quarter ended February 28, 2002
within the time limitations imposed by federal securities laws and regulations.
At such time as the financial statements for the fiscal quarter ended February
28, 2002 have been prepared, the Company intends to amend this Form 10-Q, file
the financial statements required by Form 10-Q and provide the information which
has been omitted in this filing.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Except as herein set forth, there have been no additional significant legal
proceedings or any material changes in the legal proceedings other than as
reported in PART II, Item 3 of the Company's Report on Form 10-K for the twelve
months ended August 31, 2001.
CHAPTER 11 FILING
Currently, it is not possible to predict the length of time the Debtors will
operate under the protection of Chapter 11, the outcome of the Chapter 11
proceedings in general, or the effect of the proceedings on the business of the
Company or on the interests of the various creditors and security holders. Under
the Bankruptcy Code, post-petition liabilities and pre-petition liabilities
subject to compromise must be satisfied before shareholders can receive any
distribution. The ultimate recovery to shareholders, if any, will not be
determined until the end of the case when the fair value of the Debtors' assets
is compared to the liabilities and claims against the Debtors. There can be no
assurance as to what value, if any, will be ascribed to the common stock in the
bankruptcy proceedings. The Company does not believe the shareholders will
receive any distribution upon the consummation of a plan or plans of
reorganization.
ACTIONS INVOLVING LAIDLAW INC.
Laidlaw owns 43.6% of the outstanding common stock of Safety-Kleen and has
various other arrangements and relationships with the Company. On November 7,
2000, Laidlaw, on behalf of itself and its direct and indirect subsidiaries
(collectively referred to as the "Laidlaw Group"), filed a proof of claim in the
unliquidated amount of not less than $6.5 billion against the Debtors in the
Chapter 11 Cases. The Laidlaw Group claims against the Debtors fall into the
following general categories: 1) claims for indemnification; 2) contribution and
reimbursement in connection with
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certain litigation matters; 3) claims against the Debtors for fraudulent
misrepresentation, fraud, securities law violations, and related causes of
action; 4) insurance claims; 5) guaranty claims; 6) environmental contribution
claims; 7) tax reimbursement claims; and 8) additional miscellaneous claims. On
April 19, 2001, Safety-Kleen, on behalf of itself and its direct and indirect
subsidiaries, filed with the Bankruptcy Court an objection to the proof of claim
filed by Laidlaw Group.
On April 19, 2001, the Company filed an action against Laidlaw and its
affiliates, LTI and LIFC (collectively the "Laidlaw Defendants") in the Debtors'
Chapter 11 Cases, Adv. Pro. No. 01-01086 (PJW). This action seeks to recover a
transfer of over $200 million in August 1999 (the "Transfer") made to or for the
benefit of the Laidlaw Defendants, holders of 43.6% of Safety-Kleen's common
stock. The Company asserts that the transfer is recoverable either as a
preference payment to the extent the Transfer retired pre-existing debt or as a
fraudulent transfer to the extent the Transfer redeemed equity or was made with
intent to hinder, delay or defraud creditors. In the action, the Company seeks
to recover the Transfer, plus interest and costs occurring from the first date
of demand from the Laidlaw Defendants.
On June 28, 2001, Laidlaw and five of its subsidiary holding companies, Laidlaw
Investments Ltd., LIFC, Laidlaw One, Inc., LTI and Laidlaw USA, Inc.
(collectively, "Laidlaw Debtors") filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court
for the Western District of New York Case Nos. 01-14099K through 01-1404K. On
the same day, Laidlaw and Laidlaw Investments Ltd. filed cases under the Canada
Companies' Creditors Arrangement Act (CCAA) in the Ontario Superior Court of
Justice in Toronto, Ontario. On October 16, 2001, the Company and the Official
Committee of Unsecured Creditors filed a proof of claim in the unliquidated
amount of not less than $4.6 billion, subject to statutory trebling, plus
punitive damages, interest, and costs, against Laidlaw Debtors in the
above-referenced Chapter 11 cases. The claims against Laidlaw Debtors fall into
the following general categories: 1) claims for fraud, racketeering, breach of
fiduciary duty, and other related misconduct; 2) preference and fraudulent
transfer claims; 3) breach of contract, misrepresentation, and other related
misconduct; 4) guaranty claims; and 5) indemnification, contribution, and
reimbursement claims. Laidlaw Debtors have not yet filed an objection to the
proof of claim filed by the Company. The Company intends to vigorously pursue
this claim. Similarly, certain directors of Safety-Kleen filed a proof of claim
against Laidlaw Debtors. To the extent these directors are successful in
obtaining payments that otherwise would have gone to the Company, their
interests could be deemed materially adverse to the interests of the Company. As
a result of Laidlaw Debtors' filings, claims and causes of action the Company
may have against Laidlaw Debtors may be subject to compromise in the Laidlaw
Debtors' Chapter 11 or CCAA proceedings.
In December 2001, pursuant to the Safety-Kleen/Laidlaw Mediation Discovery
Protocol, the Debtors, the Debtors' secured lenders, the Debtors' Official
Committee of Unsecured Creditors, certain of the Debtors' directors, Laidlaw
Debtors and the Laidlaw Debtors creditors' committee and subcommittees agreed to
undertake, on an expedited and consolidated basis, limited preliminary discovery
to obtain information to assist in presenting submissions to a mediator in an
effort to resolve certain outstanding claims between and among the parties in
the Debtors' and Laidlaw Debtors bankruptcy cases. A mediation proceeding began
in early April 2002. The parties continue discussions. The resolution of these
matters could have a material adverse affect on the Company's financial
condition.
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MATTERS RELATED TO INVESTIGATION OF FINANCIAL RESULTS
In the case captioned Eaton Vance Distributors, Inc., T. Rowe Price Associates,
Inc., Delaware Investment Advisors, John Hancock Funds, Inc., and Putnam
Investments, Inc., v. Kenneth W. Winger, Laidlaw Inc., John R. Grainger, James
R. Bullock, Paul R. Humphreys, John W. Rollins, Sr., John W. Rollins, Jr.,
Leslie W. Haworth, David E. Thomas, Jr., Henry B. Tippie, James L. Wareham,
Grover C. Wrenn, Michael J. Bragagnolo and Henry H. Taylor, Case No. 01AS01376,
filed in the Superior Court of the State of California, County of Sacramento,
the Court granted defendants' Motion to Quash for lack of personal jurisdiction
on October 26, 2001. Plaintiffs have filed an appeal of the Court's decision.
On October 4, 2001, the Company, along with Robert W. Luba, the Estate of John
W. Rollins, Sr., John W. Rollins, Jr., David E. Thomas, Jr., Henry B. Tippie,
James L. Wareham, and Grover C. Wrenn filed an action in the Circuit Court of
South Carolina, Richland County, against PricewaterhouseCoopers LLP and
PricewaterhouseCoopers LLP (Canada), Civil No. 3:01-4247-17 (the "PWC Action").
The PWC Action alleges, among other things, that the defendants were negligent
and reckless in failing to comply with applicable industry and professional
standards in their review and audit of the Company's financial statements and in
the negligent and reckless failure to detect and/or report material
misstatements in those financial statements. The complaint alleges causes of
action for breach of contract, breach of contract accompanied by a fraudulent
act, professional negligence, negligent misrepresentation, violations of the
South Carolina Unfair Trade Practices Act and a declaratory judgment for
indemnification on behalf of the plaintiff directors. The Complaint seeks in
excess of $1.0 billion from the defendants. The defendants have removed this
case to federal court and moved to dismiss. The plaintiffs have moved the court
to abstain and remand the case to state court. The Company intends to pursue
this claim vigorously.
On December 13, 2000, thirteen lenders to Safety-Kleen Services, Inc., sued
PricewaterhouseCoopers LLP in the State Court of Fulton County Georgia, alleging
negligent misrepresentation by PricewaterhouseCoopers LLP in connection with the
financial statements of Safety-Kleen and its subsidiaries for fiscal years 1997,
1998 and 1999. The case is captioned Toronto Dominion (Texas), Inc., et al. v.
PricewaterhouseCoopers LLP, Civil Action No. 00 VS 02679 F. The complaint has
been amended twice, and the plaintiffs now number over 90 lenders to
Safety-Kleen Services, Inc. On October 23, 2001, PricewaterhouseCoopers LLP
filed a motion for leave to file a third-party complaint naming Safety-Kleen and
former Safety-Kleen officers Kenneth W. Winger, Michael J. Bragagnolo, and Paul
R. Humphreys as third party defendants in a third party claim for indemnity or
contribution. The Georgia state court has yet to rule on the motion. If the
Georgia state court grants leave to PricewaterhouseCoopers LLP to file its
proposed third party complaint and if PricewaterhouseCoopers LLP attempts to
serve a third party complaint on Safety-Kleen, Safety-Kleen intends to argue
vigorously that serving such a third party complaint on Safety-Kleen is a
violation of the automatic stay provisions of federal bankruptcy law.
FINANCIAL ASSURANCE ISSUES
Under the Resource Conservation and Recovery Act ("RCRA"), the Toxic Substances
Control Act ("TSCA"), and analogous state statutes, owners and operators of
certain waste management facilities are subject to financial assurance
requirements to ensure performance of their closure,
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post-closure and corrective action obligations. Safety-Kleen and certain of its
subsidiaries, as owners and operators of RCRA and TSCA waste management
facilities, are subject to these financial assurance requirements. Applicable
regulations allow owners and operators to provide financial assurance through a
surety bond from an approved surety. Under federal regulations and in virtually
all states, to qualify as an approved surety for the purposes of providing this
type of financial assurance, a surety company must be listed on Circular 570,
which is maintained and distributed publicly by the United States Department of
the Treasury.
In compliance with the law, starting in 1997, the Company procured surety bonds
issued by Frontier Insurance Company ("Frontier") as financial assurance at
numerous locations. Of the total amount of financial assurance required of the
Company under the environmental statutes, which approximated $500 million as of
May 31, 2000, slightly more than 50% of such requirements were satisfied through
assurances provided by Frontier in the form of surety bonds.
On June 6, 2000, the U.S. Treasury issued notification that Frontier no longer
qualified as an acceptable surety on Federal bonds and had been removed from
Circular 570 on May 31, 2000. Accordingly, effective May 31, 2000, the Company
and its affiliates no longer had compliant financial assurance for many of its
facilities. Under applicable regulations, Safety-Kleen and its affected
subsidiaries were required to obtain compliant financial assurance within sixty
days, and in some states, more quickly (although the surety bonds issued by
Frontier no longer qualify as acceptable federal bonds, they remain in place and
effective until replaced). Immediately following this U.S. Treasury
announcement, the Company notified the EPA of its lack of audited Consolidated
Financial Statements for fiscal 1999, 1998 and 1997 and the difficulties that
certain alleged accounting irregularities would cause the Company in attempting
to obtain compliant financial assurance for its facilities covered by the
Frontier bonds. The Company and the EPA also contacted states in which the
non-compliant facilities were located and apprised such states of these facts.
The Company and the EPA, acting on behalf of many, but not all, affected states,
then engaged in negotiations resulting in the entry of a Consent Agreement and
Final Order ("CAFO"), which the Bankruptcy Court approved on October 17, 2000.
Some states referred their enforcement authority to the EPA for purposes of this
CAFO and thus are, in effect, parties to the CAFO. Other states entered
separate, but similar, consent agreements with the Company. Some states have
never entered separate written agreements, but have allowed the Company to
continue operating while it obtains coverage to replace the Frontier bonds.
The main component of the CAFO (and of the consent agreements in various states)
is a compliance schedule for Safety-Kleen and its affected subsidiaries to
obtain compliant financial assurance for the facilities covered by the Frontier
bonds. That schedule has been modified on several occasions since the CAFO was
entered and as the Company has replaced Frontier at various facilities. As of
April 1, 2002, the Company was in a position to replace Frontier at all but
eight facilities (all of which are inactive and are in its Chemical Services
Division) where Frontier coverage does not comply with law. The Company is under
an informal deadline of July 31, 2002 from the EPA to effect replacement at the
facilities in this group for which it has primary responsibility. (The Company
expects the deadline to be formalized soon.)
Page 6
The Company believes that most, but not all, states that have retained primary
jurisdiction on this issue and which have facilities where Frontier has not yet
been replaced will accept this July 31, 2002 deadline. However, the Company has
not concluded agreements with all such states. South Carolina has not followed
the EPA schedule, as discussed below.
The Company may seek further extensions from the EPA and the states, but the
CAFO does not obligate the EPA and the states to grant such further extensions.
Under the CAFO, the EPA reserves the right, in consultation with an affected
state, to determine in its discretion and in accordance with applicable law, to
modify these requirements. There can be no assurance that the Company will be
able to complete its replacement of Frontier on a schedule acceptable to the EPA
and the states. If it does not, the Company could be assessed penalties in
addition to those discussed in the next paragraph.
The CAFO imposed a penalty on Safety-Kleen Services, Inc. The penalty has grown
to approximately $1.6 million as delays have ensued in the replacement of
Frontier, and additional states have joined the CAFO (see discussion below).
Some states have imposed financial assurance penalties in addition to this
amount. The Company believes such penalties, if asserted, would total
approximately $1.4 million through April 10, 2002.
The State of South Carolina has not entered any consent agreement with the
Company that would extend any financial assurance regulatory deadline with
respect to facilities owned or operated by Safety-Kleen (Pinewood), Inc.
Moreover, South Carolina has not agreed to the July 31, 2002 deadline for the
replacement of Frontier at inactive facilities and has notified the Company that
it is assessing daily penalties that escalate to a maximum of $6,000 per day at
an inactive facility in that state that does not yet have coverage to replace
Frontier. In the CAFO and in some state consent agreements, the Company agreed
to a schedule by which the EPA and certain states may monitor the Company's
efforts to obtain compliant financial assurance. Among other things, the
schedule required the Company to provide audited restated Consolidated Financial
Statements for fiscal years 1997-1999 and the audited Consolidated Financial
Statements for fiscal 2000 by certain deadlines. The Company did not meet the
deadlines by the original due dates but subsequently provided the required
information to the EPA and participating states. Accordingly, the EPA and
certain states may impose additional penalties on the Company.
Under the CAFO, until such time as the affected facilities have obtained
compliant financial assurance, the Company and its affected facilities must not
seek to withdraw an existing irrevocable letter of credit from Toronto Dominion
Bank, which is subject to compromise, in the amount of $28.5 million for the
benefit of Frontier and shall take all steps necessary to keep current the
existing Frontier surety bonds.
In the CAFO, the Company waived certain arguments they otherwise could have
asserted under the Bankruptcy Code with respect to their financial assurance and
certain other obligations under environmental laws. The Company's lenders and
the unsecured creditors committee have reserved their right to assert certain of
such arguments.
The Company understands that, on August 27, 2001, Frontier entered a
rehabilitation proceeding that the New York Superintendent of Insurance will
administer pursuant to New York law. The Company further understands that in
such a proceeding, the Superintendent takes possession of
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the property of Frontier and conducts its business. The Company has been
informed that these rehabilitation proceedings are unlikely to affect the
validity of the remaining Frontier bonds at its facilities; however, there can
be no guarantee that the remaining Frontier bonds at the Company facilities will
continue to be valid.
SAFETY-KLEEN (PINEWOOD), INC.
On December 19, 2001, the United States Court of Appeals for the Fourth Circuit
issued its decision on the appeals from Pinewood and DHEC that had been pending
since 2000. (Safety-Kleen (Pinewood), Inc., et. al. v. Bradford W. Wyche, et.
al, Case Nos. 00-2170, 00-2179, 00-2180, 00-2181, 00-2182, 00-2213, 00-2214 (4th
Cir., December 19, 2001)). The Fourth Circuit (1) affirmed the District Court's
ruling that Pinewood's action was not barred for failing to state a claim, or on
other jurisdictional grounds, (2) reversed the District Court's ruling as to the
automatic stay, holding that the automatic stay does not apply to DHEC's efforts
to enforce the financial assurance requirements, and (3) affirmed the District
Court's denial of Pinewood's motion for a preliminary injunction.
On January 22, 2002, DHEC issued a letter to Pinewood directing that various
investigative and other actions be taken with respect to the landfill and
current Pinewood operating procedures. Pinewood has appealed the January 22
directive, while at the same time continuing discussions with DHEC to resolve
all open issues. There can be no assurance that these matters will be resolved
in favor of the Company and there can be no assurance as to whether the outcome
may have a material adverse effect on the Company's financial position or
results of operations. On February 28, 2002, the Company submitted a conceptual
closure plan that has been approved by DHEC.
MARINE SHALE PROCESSORS
In November 1996, an option to buy Marine Shale was obtained by Earthlock
Technologies, Inc. ("Earthlock") formerly known as GTX, Inc. with the intent to
operate the facility as a permitted Hazardous Waste Incinerator. Subsequently,
Marine Shale, Earthlock and the EPA reached a settlement, including a required
cleanup of the aggregate and the facility, and the Louisiana Department of
Environmental Quality issued a draft permit to Earthlock for operation of the
Marine Shale facility as a RCRA-permitted Hazardous Waste Incinerator. Appeals
were filed by opposition parties and in October 1999, a Louisiana State Court
Judge ruled that the draft permit was improperly issued. Earthlock appealed this
decision and in October 2000, the Appeals Court reversed the lower court and
affirmed the permit issuance. The opposition parties filed applications for
Supervisory Writs with the Louisiana Supreme Court, and these applications were
denied in April 2001. There may be further legal challenges to the permit and it
is uncertain whether or when Earthlock will exercise its purchase option and
begin operation of the Marine Shale facility.
HUDSON COUNTY IMPROVEMENT AUTHORITY LITIGATION
Representatives of all the parties involved in the remediation development
activities at the Kearny, New Jersey site met on December 5, 2001 for
preliminary discussions of a final resolution of all open issues.
Page 8
GENERAL
The Company's hazardous and industrial waste services are continuously regulated
by federal, state, provincial and local laws enacted to regulate the discharge
of materials into the environment or primarily for the purpose of protecting the
environment. This inherent regulation of the Company necessarily results in it
frequently becoming a party to judicial or administrative proceedings involving
all levels of governmental authorities and other interested parties. The issues
that are involved generally relate to applications for permits and licenses by
the Company and their conformity with legal requirements and alleged violations
of existing permits and licenses. At February 28, 2002, subsidiaries of
Safety-Kleen were involved in eight proceedings in which a governmental
authority is a party relating primarily to activities at waste treatment,
storage and disposal facilities where the Company believes sanctions involved in
each instance may exceed $100,000.
In the United States, CERCLA imposes financial liability on persons who are
responsible for the release of hazardous substances into the environment.
Present and past owners and operators of sites which release hazardous
substances, as well as generators, disposal arrangers and transporters of the
waste material, may be strictly, jointly and severally liable for remediation
costs and natural resources damage. At February 28, 2002, the Company had
identified 55 active federal or state-run CERCLA sites where the Company was
named PRP. The Company periodically reviews its status with respect to each
location and the extent of its alleged contribution to the volume of waste at
the location, the available evidence connecting the Company to that location,
and the financial soundness of other PRPs at the location.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
(3)(a) Restated Certificate of Incorporation of the Company dated May 13, 1997
and Amendment to Certificate of Incorporation dated May 15, 1997, Certificate of
Correction Filed to Correct a Certain Error in the Restated and Amended
Certificate of Incorporation of the Company dated October 15, 1997, Certificate
of Amendment to the Restated Certificate of Incorporation of the Company dated
November 25, 1998, and Certificate of Amendment to the Restated Certificate of
Incorporation of the Company dated November 30, 1998, all filed as Exhibit
(3)(a) to the Registrant's Form 10-Q for the three months ended February 28,
2001, and incorporated herein by reference.
(3)(b) Amended and Restated Bylaws of the Company, filed as Exhibit (3)(b) to
the Registrant's Form 10-K for the year ended August 31, 2000, and incorporated
herein by reference.
(4)(a) Indenture dated as of May 29, 1998 between LES, Inc. (a subsidiary of the
Registrant), Registrant, subsidiary guarantors of the Registrant and The Bank of
Nova Scotia Trust Company of New York, as trustee filed as Exhibit 4(b) to the
Registrant's Form S-4 Registration Statement No. 333-57587 filed June 24, 1998
and incorporated herein by reference.
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4)(b) First Supplemental Indenture effective as of November 15, 1998 among
Safety-Kleen Services, Inc. the Registrant, SK Europe, Inc. and The Bank of Nova
Scotia Trust Company of New York, as trustee filed as Exhibit (4)(f) to the
Registrant's Form S-4 Registration Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.
(4)(c) Second Supplemental Indenture effective as of May 7, 1999 among
Safety-Kleen Services, Inc. the Company, SK Services, L.C., SK Services (East),
L.C. and The Bank of Nova Scotia Trust Company of New York, as trustee filed as
Exhibit (4)(d) to the Company's Form 10-K filed October 29, 1999 and
incorporated herein by reference.
(4)(d) Indenture dated as of May 17, 1999 between the Company and the Bank of
Nova Scotia Trust Company of New York, as trustee filed as Exhibit (4)(b) to the
Registrant's Form S-4 Registration Statement No. 333-82689 filed July 12, 1999
and incorporated herein by reference.
(4)(e) Amended and Restated Credit Agreement among Laidlaw Chem-Waste, Inc.,
Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion (Texas) Inc., The
Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of Nova Scotia,
NationsBank, N.A. and The First National Bank of Chicago and NationsBank, N.A.
as Syndication Agent dated as of April 3, 1998, filed as Exhibit 4(f) to the
Registrant's Form 10-Q for the three months ended February 28, 1999 and
incorporated herein by reference.
(4)(f) Supplement to the Amended and Restated Credit Agreement among Laidlaw
Chem-Waste, Inc., Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion
(Texas) Inc., The Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank, N.A. and The First National Bank of Chicago and
NationsBank, N.A. as Syndication Agent dated as of April 3, 1998, filed as
Exhibit 4(e) to a subsidiary of the Registrant's Form S-4 Registration Statement
No. 333-57587 filed June 24, 1998 and incorporated herein by reference.
(4)(g) Waiver and First Amendment to the Amended and Restated Credit Agreement
dated as of May 15, 1998 among LES, Inc., Laidlaw Environmental Services
(Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion
Bank, TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The
First National Bank of Chicago and Wachovia Bank filed as Exhibit 4(f) to a
subsidiary of the Registrant's Form S-4 Registration Statement No. 333-57587
filed June 24, 1998 and incorporated herein by reference.
(4)(h) Commitment to Increase Supplement to the Amended and Restated Credit
Agreement dated as of June 3, 1998 among LES, Inc., Laidlaw Environmental
Services (Canada) Ltd., the Lenders, Toronto Dominion (Texas), Inc., The Toronto
Dominion Bank, TD Securities (USA) Inc., The Bank of Nova Scotia, NationsBank,
N.A., The First National Bank of Chicago and Wachovia Bank filed as Exhibit 4(g)
to a subsidiary of the Registrant's Form S-4 Registration Statement No.
333-57587 filed June 24, 1998 and incorporated herein by reference.
(4)(i) Second Amendment to the Amended and Restated Credit Agreement dated as of
November 20, 1998 among Safety-Kleen Services, Inc. (formerly known as LES,
Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion (Texas),
Inc., The Toronto Dominion Bank, TD Securities
Page 10
(USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The First National Bank
of Chicago and Wachovia Bank N.A., filed as Exhibit (4)(j) to the Registrant's
Form 10-Q for the three months ended February 28, 1999 and incorporated herein
by reference.
(4)(j) Waiver and Third Amendment to the Amended and Restated Credit Agreement
dated as of May 6, 1999 among Safety-Kleen Services, Inc. (formerly known as
LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as Laidlaw
Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion (Texas),
Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of Nova
Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia Bank
N.A. filed as Exhibit (4)(l) to the Registrant's Form S-4 Registration Statement
No. 333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(k) Fourth Amendment dated as of March 13, 2000 to the Amended and Restated
Credit Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc.
(formerly known as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly
known as Laidlaw Environmental Services (Canada) Ltd.), the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The
Bank of Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and
Wachovia Bank N.A. filed as Exhibit (4)(l) to the Registrant's Form 10-Q for the
three months ended May 31, 2000 and incorporated herein by reference.
(4)(l) Consent dated as of March 16, 2000 to the Amended and Restated Credit
Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc. (formerly
known as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as
Laidlaw Environmental Services (Canada) Ltd.), the Lenders, Toronto Dominion
(Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank, N.A., The First National Bank of Chicago and Wachovia
Bank N.A. filed as Exhibit (4)(m) to the Registrant's Form 10-Q for the three
months ended May 31, 2000 and incorporated herein by reference.
(4)(m) Second Amended and Restated $200 million Debtor In Possession Credit
Agreement among Safety-Kleen Services, Inc., The Several Lenders from Time to
Time Parties thereto, Toronto Dominion (Texas), Inc., as General Administrative
Agent and Underwriter, Goldman Sachs Credit Partners, L.P., as Co-Arranger and
Underwriter, and The CIT Group/Business Credit, Inc., as Collateral Agent and
Underwriter dated as of March 22, 2002 filed as Exhibit 4(m) to the Registrant's
Form 10-K/A for the year ended August 31, 2001, filed on March 28, 2002 and
incorporated herein by reference.
(4)(n) Letter Agreement among Toronto Dominion (Texas), Inc., as administrative
agent, the Company and Safety-Kleen Systems, Inc. dated December 12, 2000
relating to the Amended and Restated Marketing and Distribution Agreement by
Safety-Kleen Systems, Inc. and System One Technologies Inc., filed as Exhibit
(4)(o) to the Registrant's Form 10-Q for the three months ended February 28,
2001, and incorporated herein by reference.
(4)(o) Registration Rights Agreement dated May 15, 1997 between the Company,
Laidlaw Transportation, Inc. and Laidlaw Inc. the form of which was filed as
Exhibit B to Annex A to the Registrant's Definitive Proxy Statement on Form DEF
14A, filed on May 1, 1997 and incorporated herein by reference.
Page 11
(4)(p) Indenture dated as of May 1, 1993 between the Industrial Development
Board of the Metropolitan Government of Nashville and Davidson County
(Tennessee) and NationsBank of Tennessee, N.A., filed as Exhibit 4(f) to the
Registrant's Form 10-Q for the three months ended May 31, 1997 and incorporated
herein by reference.
(4)(q) Indenture of Trust dated as of August 1, 1995 between Tooele County, Utah
and West One Bank, Utah, now known as U.S. Bank, as Trustee, filed as Exhibit
4(h) to the Registrant's form 10-Q for the three months ended May 31, 1997 and
incorporated herein by reference.
(4)(r) Indenture of Trust dated as of July 1, 1997 between Tooele County, Utah
and U.S. Bank, a national banking association, as Trustee, filed as Exhibit 4(j)
to the Registrant's Form 10-Q for the three months ended May 31, 1997 and
incorporated herein by reference.
(4)(s) Indenture of Trust dated as of July 1, 1997 between California Pollution
Control Financing Authority and U.S. Bank, a national banking association, as
Trustee, filed as Exhibit 4(k) to the Registrant's Form 10-Q for the three
months ended May 31, 1997 and incorporated herein by reference.
(4)(t) Promissory Note dated May 15, 1997 for $60 million from the Company to
Westinghouse Electric Corporation, filed as Exhibit 4(n) to the Registrant's
Form 10-Q for the three months ended May 31, 1997 and incorporated herein by
reference.
(4)(u) Letter dated May 7, 1999 from Toronto-Dominion (Texas) Inc. (as assignee
of Westinghouse Electric Corporation) and agreed to by the Company and Laidlaw
Inc. amending the terms of the Promissory Note dated May 15, 1997 (as referenced
in Exhibit (4)(z)) filed as Exhibit (4)(u) to the Registrant's Form S-4
Registration Statement No. 333-82689 filed July 12, 1999 and incorporated herein
by reference.
(4)(v) Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to Westinghouse
Electric Corporation guaranteeing Promissory Note dated May 15, 1997 (as
referenced in Exhibit (4)(z)) from Company to Westinghouse Electric
Corporation), filed as Exhibit 4(o) to the Registrant's Form 10-Q for the three
months ended May 31, 1997 and incorporated herein by reference.
(4)(w) Rights Agreement dated as of October 15, 1999 between the Company and
EquiServe Trust Company, N.A., as Rights Agent, filed as Exhibit (c)1 to the
Company's Current Report on Form 8-K filed on October 15, 1999 and incorporated
herein by reference.
(4)(x) First Amendment to Rights Agreement, dated as of March 17, 2000, between
the Company and EquiServe Trust Company, N.A. filed as Exhibit 99.1 to the
Company's Current Report on Form 8-K filed on March 17, 2000 and incorporated
herein by reference.
(4)(y) Letter Agreement, dated October 12, 1999, between the Company and Laidlaw
Inc. filed as Exhibit 99.2 to the Company's Current Report on Form 8-K filed on
March 17, 2000 and incorporated herein by reference.
(4)(z) Other instruments defining the rights of holders of nonregistered debt of
the Company have been omitted from this exhibit list because the amount of debt
authorized under any such instrument does not exceed 10% of the total assets of
the Company and its subsidiaries. The Company agrees to furnish a copy of any
such instrument to the SEC upon request.
Page 12
(10)(a) Agreement and Plan of Merger dated as of March 16, 1998 by and among
Registrant, LES Acquisition, Inc., and Safety-Kleen Corp. included as Annex A of
Safety-Kleen's Revised Amended Prospectus on Form 14D-9 filed as Exhibit 62 to
Safety-Kleen's Amendment No. 28 to Schedule 14-9A on March 17, 1998 and
incorporated herein by reference.
(10)(b) Stock Purchase Agreement between Westinghouse Electric Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for National Electric,
Inc. dated March 7, 1995 filed as Exhibit 2 to the Registrant's Current Report
on Form 8-K filed on June 13, 1995 and incorporated herein by reference.
(10)(c) Second Amendment to Stock Purchase Agreement (as referenced in Exhibit
(10)(b) above), dated May 15, 1997 among Westinghouse Electric Corporation,
Rollins Environmental Services, Inc. and Laidlaw Inc., filed as Exhibit 4(m) to
the Registrant's Form 10-Q for the three months ended May 31, 1997 and
incorporated herein by reference.
(10)(d) Agreement for the sale and purchase of shares and loan stock held by SK
Europe, Inc. in Safety-Kleen Europe Limited between Safety-Kleen Europe Limited
and SK Europe, Inc. and the Company and The Electra Subscribers and Electra
European Fund LP dated as of July 6, 2000 Company filed as Exhibit (10)(d) to
the Registrant's Form 10-K for the year ended August 31, 2000 and incorporated
herein by reference.
(10)(e) Rollins Environmental Services, Inc. 1982 Incentive Stock Option Plan
filed with Amendment No. 1 to the Company's Registration Statement No. 2-84139
on Form S-1 dated June 24, 1983 and incorporated herein by reference.
(10)(f) Rollins Environmental Services, Inc. 1993 Stock Option Plan filed as
Exhibit (10)(e) to the Registrant's Current Form 10-Q for the three months ended
May 31, 2000 and incorporated herein by reference.
(10)(g) The Company's 1997 Stock Option Plan, filed as Exhibit 4.4 to the
Company's Registration Statement No. 333-41859 on Form S-8 dated December 10,
1997 and incorporated herein by reference.
(10)(h) First Amendment to Company's 1997 Stock Option Plan, filed as Exhibit
(10)(g) to the Company's Form 10-Q for the three months ended November 30, 1999
and incorporated herein by reference.
(10)(i) The Company's Director's Stock Option Plan, filed as Exhibit 4.5 to the
Company's Registration Statement No. 333-41859 on Form S-8 dated December 10,
1997 and incorporated herein by reference.
(10)(j) First Amendment to Company's Director's Stock Option Plan filed as
Exhibit (10)(i) to the Company's Form 10-Q for the three months ended November
30, 1999 and incorporated herein by reference.
(10)(k) Stock Purchase Agreement dated February 6, 1997 among the Company,
Laidlaw Inc., and Laidlaw Transportation, Inc. filed as Exhibit A to Annex A to
the Definitive Proxy Statement on Form DEF 14A filed on May 1, 1997 and
incorporated herein by reference.
Page 13
(10)(l) Fiscal Year 2002 Management Incentive Plan.
(10)(m) The Company's U.S. Supplemental Executive Retirement Plan filed as
Exhibit 10(g) to the Company's Form 10-Q for the three months ended November 30,
1997 and incorporated herein by reference.
(10)(n) Employment Agreement by and between Company and Grover C. Wrenn, dated
as of August 23, 2000 filed as Exhibit (10)(n) to the Registrant's Form 10-K for
the year ended August 31, 2000 and incorporated herein by reference.
(10)(o) Employment Termination And Consulting Agreement dated as of August 15,
2001 between Safety-Kleen Corp. and Grover C. Wrenn filed as Exhibit (10)(o) to
the Registrant's Form 10-Q/A for the three months ended May 31, 2001, filed on
September 26, 2001 and incorporated herein by reference.
(10)(p) Employment Agreement by and between Company and David E. Thomas, Jr.,
dated as of August 23, 2000 filed as Exhibit (10)(o) to the Registrant's Form
10-K for the year ended August 31, 2000 and incorporated herein by reference.
(10)(q) Employment Termination And Consulting Agreement, dated as of August 15,
2001 between Safety-Kleen Corp. and David E. Thomas, Jr. filed as Exhibit
(10)(q) to the Registrant's Form 10-Q/A for the three months ended May 31, 2001,
filed on September 26, 2001 and incorporated herein by reference.
(10)(r) Employment Agreement by and between Company and Larry W. Singleton,
dated as of July 17, 2000 filed as Exhibit (10)(p) to the Registrant's Form 10-K
for the year ended August 31, 2000 and incorporated herein by reference.
(10)(s) Employment Agreement by and between Safety-Kleen Corp. and Ronald A.
Rittenmeyer, dated as of August 8, 2001 filed as Exhibit (10)(s) to the
Registrant's Form 10-Q/A for the three months ended May 31, 2001, filed on
September 26, 2001 and incorporated herein by reference.
(10)(t) Company Indemnification Agreement delivered to Ronald A. Rittenmeyer by
Safety-Kleen Corp., effective as of August 8, 2001 filed as Exhibit (10)(t) to
the Registrant's Form 10-Q/A for the three months ended May 31, 2001, filed on
September 26, 2001 and incorporated herein by reference.
(10)(u) Employment Agreement by and between Safety-Kleen Corp. and Thomas W.
Arnst, dated as of October 4, 2001 filed as Exhibit (10)(u) to the Registrant's
Form 10-K for the year ended August 31, 2001, filed on November 29, 2001 and
incorporated herein by reference.
(10)(v) Agreement among Safety-Kleen Corp., Safety-Kleen Services, Inc. and
David M. Sprinkle dated October 17, 2001 filed as Exhibit (10)(v) to the
Registrant's Form 10-K for the year ended August 31, 2001, filed on November 29,
2001 and incorporated herein by reference.
(10)(w) Form of Senior Executive Change of Control Agreement filed as Exhibit
(10)(q) to the Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
Page 14
(10)(x) Senior Executive Severance Plan filed as Exhibit (10)(s) to the
Registrant's Form 10-K for the year ended August 31, 2000 and incorporated
herein by reference.
(10)(y) Executive Severance Plan filed as Exhibit (10)(u) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein by
reference.
(10)(z) Key Manager Severance Plan filed as Exhibit (10)(w) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein by
reference.
(10)(aa) Letter Agreement dated October 3, 2001 between JA&A Services, LLC and
the Company, filed as Exhibit (10)(dd) to Registrant's Form 10-Q for the three
months ended November 30, 2001 and incorporated herein by reference.
(10)(bb) Second Amended and Restated Marketing and Distribution Agreement, dated
as of March 8, 2001 by and between SystemOne Technologies Inc. and Safety-Kleen
Systems, Inc., a subsidiary of the Registrant, filed as Exhibit 10.16 to
SystemOne Technologies Inc. Form 10-KSB for the year ended December 31, 2000 and
incorporated herein by reference.
(10)(cc) Letter Agreement dated as of September 27, 2001 between Jefferson Wells
International and Safety-Kleen Services, Inc., filed as Exhibit (10)(ff) to
Registrant's Form 10-Q for the three months ended November 30, 2001 and
incorporated herein by reference.
(10)(dd) Letter Agreement dated February 1, 2001 between Arthur Andersen LLP and
the Company relating to services to the Company for Company process improvement
initiatives, filed as Exhibit (10)(gg) to Registrant's Form 10-Q for the three
months ended November 30, 2001 and incorporated herein by reference.
(10)(ee) Rider #1 dated December 5, 2001, to Letter Agreement dated February 1,
2001 between Arthur Andersen LLP and the Company relating to services to the
Company for Company process improvement initiatives, filed as Exhibit (10)(hh)
to Registrant's Form 10-Q for the three months ended November 30, 2001 and
incorporated herein by reference.
(10)(ff) Letter Agreement dated March 23, 2001 between Arthur Andersen LLP and
the Company relating to services to the Company for loan staff, filed as Exhibit
(10)(ii) to Registrant's Form 10-Q for the three months ended November 30, 2001
and incorporated herein by reference.
(10)(gg) Rider dated December 5, 2001, to Letter Agreement dated March 23, 2001
between Arthur Andersen LLP and the Company relating to services to the Company
for loan staff filed as Exhibit (10)(jj) to Registrant's Form 10-Q for the three
months ended November 30, 2001 and incorporated herein by reference.
(10)(hh) Acquisition Agreement by and between Safety-Kleen Services, Inc. as
Seller and Clean Harbors, Inc. as Purchaser dated February 22, 2002 filed as
Exhibit 10(a) to Registrant's Form 8-K filed February 26, 2002 and included
herein by reference.
(10)(ii) First Amendment to Acquisition Agreement by and between Safety-Kleen
Services, Inc. as Seller and Clean Harbors, Inc. as Purchaser dated March 8,
2002. Filed as Exhibit (10)(ll) to Registrant's Form 10-K/A for the year ended
August 31, 2001, filed on March 28, 2002 and incorporated herein by reference.
Page 15
(99.1) Consent Agreement and Final Order by and between the United States
Environmental Protection Agency and Safety-Kleen Corp. and certain of its United
States subsidiaries and affiliates filed as Exhibit (99.1) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein by
reference.
(99.2) Amended Consent Agreement and Final Order by and between the United
States Environmental Protection Agency and Safety-Kleen Corp. and certain of its
United States subsidiaries and affiliates as approved by the United States
Bankruptcy Court on May 16, 2001, filed as Exhibit (99.2) to the Registrant's
Form 10-K/A for the year ended August 31, 2000, filed on July 9, 2001 and
incorporated herein by reference.
(b) Reports on Form 8-K.
i. The Company filed a Current Report on Form 8-K on February 4, 2002,
which contained Item 5 announcing a Tenth Amendment to the DIP Facility.
ii. The Company filed a Current Report on Form 8-K on February 26, 2002,
which contained Item 5 announcing that the Bankruptcy Court approved the bidding
and auction process for the sale of the Registrant's Chemical Services Division.
Page 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATE: April 15, 2002 SAFETY-KLEEN CORP.
------------------
(Registrant)
/s/ Ronald A. Rittenmeyer
---------------------------------
Ronald A. Rittenmeyer
Chief Executive Officer
/s/ Larry W. Singleton
---------------------------------
Larry W. Singleton
Chief Financial Officer
Page 17
EXHIBIT INDEX
(3)(a) Restated Certificate of Incorporation of the Company dated May 13,
1997 and Amendment to Certificate of Incorporation dated May 15, 1997,
Certificate of Correction Filed to Correct a Certain Error in the
Restated and Amended Certificate of Incorporation of the Company dated
October 15, 1997, Certificate of Amendment to the Restated Certificate
of Incorporation of the Company dated November 25, 1998, and
Certificate of Amendment to the Restated Certificate of Incorporation
of the Company dated November 30, 1998, all filed as Exhibit (3)(a) to
the Registrant's Form 10-Q for the three months ended February 28,
2001, and incorporated herein by reference.
(3)(b) Amended and Restated Bylaws of the Company, filed as Exhibit (3)(b) to
the Registrant's Form 10-K for the year ended August 31, 2000, and
incorporated herein by reference.
(4)(a) Indenture dated as of May 29, 1998 between LES, Inc. (a subsidiary of
the Registrant), Registrant, subsidiary guarantors of the Registrant
and The Bank of Nova Scotia Trust Company of New York, as trustee
filed as Exhibit 4(b) to the Registrant's Form S-4 Registration
Statement No. 333-57587 filed June 24, 1998 and incorporated herein by
reference.
(4)(b) First Supplemental Indenture effective as of November 15, 1998 among
Safety-Kleen Services, Inc. the Registrant, SK Europe, Inc. and The
Bank of Nova Scotia Trust Company of New York, as trustee filed as
Exhibit (4)(f) to the Registrant's Form S-4 Registration Statement No.
333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(c) Second Supplemental Indenture effective as of May 7, 1999 among
Safety-Kleen Services, Inc. the Company, SK Services, L.C., SK
Services (East), L.C. and The Bank of Nova Scotia Trust Company of New
York, as trustee filed as Exhibit (4)(d) to the Company's Form 10-K
filed October 29, 1999 and incorporated herein by reference.
(4)(d) Indenture dated as of May 17, 1999 between the Company and the Bank of
Nova Scotia Trust Company of New York, as trustee filed as Exhibit
(4)(b) to the Registrant's Form S-4 Registration Statement No.
333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(e) Amended and Restated Credit Agreement among Laidlaw Chem-Waste, Inc.,
Laidlaw Environmental Services (Canada) Ltd., Toronto Dominion (Texas)
Inc., The Toronto-Dominion Bank, TD Securities (USA) Inc., The Bank of
Nova Scotia, NationsBank, N.A. and The First National Bank of Chicago
and NationsBank, N.A. as Syndication Agent dated as of April 3, 1998,
filed as Exhibit 4(f) to the Registrant's Form 10-Q for the three
months ended February 28, 1999 and incorporated herein by reference.
(4)(f) Supplement to the Amended and Restated Credit Agreement among Laidlaw
Chem-Waste, Inc., Laidlaw Environmental Services (Canada) Ltd.,
Toronto Dominion (Texas) Inc., The Toronto-Dominion Bank, TD
Securities (USA) Inc., The Bank of Nova
Page 18
Scotia, NationsBank, N.A. and The First National Bank of Chicago and
NationsBank, N.A. as Syndication Agent dated as of April 3, 1998,
filed as Exhibit 4(e) to a subsidiary of the Registrant's Form S-4
Registration Statement No. 333-57587 filed June 24, 1998 and
incorporated herein by reference.
(4)(g) Waiver and First Amendment to the Amended and Restated Credit
Agreement dated as of May 15, 1998 among LES, Inc., Laidlaw
Environmental Services (Canada) Ltd., the Lenders, Toronto Dominion
(Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc.,
The Bank of Nova Scotia, NationsBank, N.A., The First National Bank of
Chicago and Wachovia Bank filed as Exhibit 4(f) to a subsidiary of the
Registrant's Form S-4 Registration Statement No. 333-57587 filed June
24, 1998 and incorporated herein by reference.
(4)(h) Commitment to Increase Supplement to the Amended and Restated Credit
Agreement dated as of June 3, 1998 among LES, Inc., Laidlaw
Environmental Services (Canada) Ltd., the Lenders, Toronto Dominion
(Texas), Inc., The Toronto Dominion Bank, TD Securities (USA) Inc.,
The Bank of Nova Scotia, NationsBank, N.A., The First National Bank of
Chicago and Wachovia Bank filed as Exhibit 4(g) to a subsidiary of the
Registrant's Form S-4 Registration Statement No. 333-57587 filed June
24, 1998 and incorporated herein by reference.
(4)(i) Second Amendment to the Amended and Restated Credit Agreement dated as
of November 20, 1998 among Safety-Kleen Services, Inc. (formerly known
as LES, Inc.), Safety-Kleen Services (Canada) Ltd. (formerly known as
Laidlaw Environmental Services (Canada) Ltd.), the Lenders, Toronto
Dominion (Texas), Inc., The Toronto Dominion Bank, TD Securities (USA)
Inc., The Bank of Nova Scotia, NationsBank, N.A., The First National
Bank of Chicago and Wachovia Bank N.A., filed as Exhibit (4)(j) to the
Registrant's Form 10-Q for the three months ended February 28, 1999
and incorporated herein by reference.
(4)(j) Waiver and Third Amendment to the Amended and Restated Credit
Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc.
(formerly known as LES, Inc.), Safety-Kleen Services (Canada) Ltd.
(formerly known as Laidlaw Environmental Services (Canada) Ltd.), the
Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD
Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The
First National Bank of Chicago and Wachovia Bank N.A. filed as Exhibit
(4)(l) to the Registrant's Form S-4 Registration Statement No.
333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(k) Fourth Amendment dated as of March 13, 2000 to the Amended and
Restated Credit Agreement dated as of May 6, 1999 among Safety-Kleen
Services, Inc. (formerly known as LES, Inc.), Safety-Kleen Services
(Canada) Ltd. (formerly known as Laidlaw Environmental Services
(Canada) Ltd.), the Lenders, Toronto Dominion (Texas), Inc., The
Toronto Dominion Bank, TD Securities (USA) Inc., The Bank of Nova
Scotia, NationsBank, N.A., The First National Bank of Chicago and
Wachovia Bank N.A. filed as Exhibit (4)(l) to the Registrant's Form
10-Q for the three months ended May 31, 2000 and incorporated herein
by reference.
Page 19
(4)(l) Consent dated as of March 16, 2000 to the Amended and Restated Credit
Agreement dated as of May 6, 1999 among Safety-Kleen Services, Inc.
(formerly known as LES, Inc.), Safety-Kleen Services (Canada) Ltd.
(formerly known as Laidlaw Environmental Services (Canada) Ltd.), the
Lenders, Toronto Dominion (Texas), Inc., The Toronto Dominion Bank, TD
Securities (USA) Inc., The Bank of Nova Scotia, NationsBank, N.A., The
First National Bank of Chicago and Wachovia Bank N.A. filed as Exhibit
(4)(m) to the Registrant's Form 10-Q for the three months ended May
31, 2000 and incorporated herein by reference.
(4)(m) Second Amended and Restated $200 million Debtor In Possession Credit
Agreement among Safety-Kleen Services, Inc., The Several Lenders from
Time to Time Parties thereto, Toronto Dominion (Texas), Inc., as
General Administrative Agent and Underwriter, Goldman Sachs Credit
Partners, L.P., as Co-Arranger and Underwriter, and The CIT
Group/Business Credit, Inc., as Collateral Agent and Underwriter dated
as of March 22, 2002 filed as Exhibit 4(m) to the Registrant's Form
10-K/A for the year ended August 31, 2001, filed on March 28, 2002 and
incorporated herein by reference.
(4)(n) Letter Agreement among Toronto Dominion (Texas), Inc., as
administrative agent, the Company and Safety-Kleen Systems, Inc. dated
December 12, 2000 relating to the Amended and Restated Marketing and
Distribution Agreement by Safety-Kleen Systems, Inc. and System One
Technologies Inc., filed as Exhibit (4)(o) to the Registrant's Form
10-Q for the three months ended February 28, 2001, and incorporated
herein by reference.
(4)(o) Registration Rights Agreement dated May 15, 1997 between the Company,
Laidlaw Transportation, Inc. and Laidlaw Inc. the form of which was
filed as Exhibit B to Annex A to the Registrant's Definitive Proxy
Statement on Form DEF 14A, filed on May 1, 1997 and incorporated
herein by reference.
(4)(p) Indenture dated as of May 1, 1993 between the Industrial Development
Board of the Metropolitan Government of Nashville and Davidson County
(Tennessee) and NationsBank of Tennessee, N.A., filed as Exhibit 4(f)
to the Registrant's Form 10-Q for the three months ended May 31, 1997
and incorporated herein by reference.
(4)(q) Indenture of Trust dated as of August 1, 1995 between Tooele County,
Utah and West One Bank, Utah, now known as U.S. Bank, as Trustee,
filed as Exhibit 4(h) to the Registrant's form 10-Q for the three
months ended May 31, 1997 and incorporated herein by reference.
(4)(r) Indenture of Trust dated as of July 1, 1997 between Tooele County,
Utah and U.S. Bank, a national banking association, as Trustee, filed
as Exhibit 4(j) to the Registrant's Form 10-Q for the three months
ended May 31, 1997 and incorporated herein by reference.
(4)(s) Indenture of Trust dated as of July 1, 1997 between California
Pollution Control Financing Authority and U.S. Bank, a national
banking association, as Trustee, filed as Exhibit 4(k) to the
Registrant's Form 10-Q for the three months ended May 31, 1997 and
incorporated herein by reference.
Page 20
(4)(t) Promissory Note dated May 15, 1997 for $60 million from the Company to
Westinghouse Electric Corporation, filed as Exhibit 4(n) to the
Registrant's Form 10-Q for the three months ended May 31, 1997 and
incorporated herein by reference.
(4)(u) Letter dated May 7, 1999 from Toronto-Dominion (Texas) Inc. (as
assignee of Westinghouse Electric Corporation) and agreed to by the
Company and Laidlaw Inc. amending the terms of the Promissory Note
dated May 15, 1997 (as referenced in Exhibit (4)(z)) filed as Exhibit
(4)(u) to the Registrant's Form S-4 Registration Statement No.
333-82689 filed July 12, 1999 and incorporated herein by reference.
(4)(v) Guaranty Agreement dated May 15, 1997 by Laidlaw Inc. to Westinghouse
Electric Corporation guaranteeing Promissory Note dated May 15, 1997
(as referenced in Exhibit (4)(z)) from Company to Westinghouse
Electric Corporation), filed as Exhibit 4(o) to the Registrant's Form
10-Q for the three months ended May 31, 1997 and incorporated herein
by reference.
(4)(w) Rights Agreement dated as of October 15, 1999 between the Company and
EquiServe Trust Company, N.A., as Rights Agent, filed as Exhibit (c)1
to the Company's Current Report on Form 8-K filed on October 15, 1999
and incorporated herein by reference.
(4)(x) First Amendment to Rights Agreement, dated as of March 17, 2000,
between the Company and EquiServe Trust Company, N.A. filed as Exhibit
99.1 to the Company's Current Report on Form 8-K filed on March 17,
2000 and incorporated herein by reference.
(4)(y) Letter Agreement, dated October 12, 1999, between the Company and
Laidlaw Inc. filed as Exhibit 99.2 to the Company's Current Report on
Form 8-K filed on March 17, 2000 and incorporated herein by reference.
(4)(z) Other instruments defining the rights of holders of nonregistered debt
of the Company have been omitted from this exhibit list because the
amount of debt authorized under any such instrument does not exceed
10% of the total assets of the Company and its subsidiaries. The
Company agrees to furnish a copy of any such instrument to the SEC
upon request.
(10)(a) Agreement and Plan of Merger dated as of March 16, 1998 by and among
Registrant, LES Acquisition, Inc., and Safety-Kleen Corp. included as
Annex A of Safety-Kleen's Revised Amended Prospectus on Form 14D-9
filed as Exhibit 62 to Safety-Kleen's Amendment No. 28 to Schedule
14-9A on March 17, 1998 and incorporated herein by reference.
(10)(b) Stock Purchase Agreement between Westinghouse Electric Corporation
(Seller) and Rollins Environmental Services, Inc. (Buyer) for National
Electric, Inc. dated March 7, 1995 filed as Exhibit 2 to the
Registrant's Current Report on Form 8-K filed on June 13, 1995 and
incorporated herein by reference.
Page 21
(10)(c) Second Amendment to Stock Purchase Agreement (as referenced in Exhibit
(10)(b) above), dated May 15, 1997 among Westinghouse Electric
Corporation, Rollins Environmental Services, Inc. and Laidlaw Inc.,
filed as Exhibit 4(m) to the Registrant's Form 10-Q for the three
months ended May 31, 1997 and incorporated herein by reference.
(10)(d) Agreement for the sale and purchase of shares and loan stock held by
SK Europe, Inc. in Safety-Kleen Europe Limited between Safety-Kleen
Europe Limited and SK Europe, Inc. and the Company and The Electra
Subscribers and Electra European Fund LP dated as of July 6, 2000
Company filed as Exhibit (10)(d) to the Registrant's Form 10-K for the
year ended August 31, 2000 and incorporated herein by reference.
(10)(e) Rollins Environmental Services, Inc. 1982 Incentive Stock Option Plan
filed with Amendment No. 1 to the Company's Registration Statement No.
2-84139 on Form S-1 dated June 24, 1983 and incorporated herein by
reference.
(10)(f) Rollins Environmental Services, Inc. 1993 Stock Option Plan filed as
Exhibit (10)(e) to the Registrant's Current Form 10-Q for the three
months ended May 31, 2000 and incorporated herein by reference.
(10)(g) The Company's 1997 Stock Option Plan, filed as Exhibit 4.4 to the
Company's Registration Statement No. 333-41859 on Form S-8 dated
December 10, 1997 and incorporated herein by reference.
(10)(h) First Amendment to Company's 1997 Stock Option Plan, filed as Exhibit
(10)(g) to the Company's Form 10-Q for the three months ended November
30, 1999 and incorporated herein by reference.
(10)(i) The Company's Director's Stock Option Plan, filed as Exhibit 4.5 to
the Company's Registration Statement No. 333-41859 on Form S-8 dated
December 10, 1997 and incorporated herein by reference.
(10)(j) First Amendment to Company's Director's Stock Option Plan filed as
Exhibit (10)(i) to the Company's Form 10-Q for the three months ended
November 30, 1999 and incorporated herein by reference.
(10)(k) Stock Purchase Agreement dated February 6, 1997 among the Company,
Laidlaw Inc., and Laidlaw Transportation, Inc. filed as Exhibit A to
Annex A to the Definitive Proxy Statement on Form DEF 14A filed on May
1, 1997 and incorporated herein by reference.
(10)(l) Fiscal Year 2002 Management Incentive Plan.
(10)(m) The Company's U.S. Supplemental Executive Retirement Plan filed as
Exhibit 10(g) to the Company's Form 10-Q for the three months ended
November 30, 1997 and incorporated herein by reference.
Page 22
(10)(n) Employment Agreement by and between Company and Grover C. Wrenn, dated
as of August 23, 2000 filed as Exhibit (10)(n) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein
by reference.
(10)(o) Employment Termination And Consulting Agreement dated as of August 15,
2001 between Safety-Kleen Corp. and Grover C. Wrenn filed as Exhibit
(10)(o) to the Registrant's Form 10-Q/A for the three months ended May
31, 2001, filed on September 26, 2001 and incorporated herein by
reference.
(10)(p) Employment Agreement by and between Company and David E. Thomas, Jr.,
dated as of August 23, 2000 filed as Exhibit (10)(o) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(q) Employment Termination And Consulting Agreement, dated as of August
15, 2001 between Safety-Kleen Corp. and David E. Thomas, Jr. filed as
Exhibit (10)(q) to the Registrant's Form 10-Q/A for the three months
ended May 31, 2001, filed on September 26, 2001 and incorporated
herein by reference.
(10)(r) Employment Agreement by and between Company and Larry W. Singleton,
dated as of July 17, 2000 filed as Exhibit (10)(p) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein
by reference.
(10)(s) Employment Agreement by and between Safety-Kleen Corp. and Ronald A.
Rittenmeyer, dated as of August 8, 2001 filed as Exhibit (10)(s) to
the Registrant's Form 10-Q/A for the three months ended May 31, 2001,
filed on September 26, 2001 and incorporated herein by reference.
(10)(t) Company Indemnification Agreement delivered to Ronald A. Rittenmeyer
by Safety-Kleen Corp., effective as of August 8, 2001 filed as Exhibit
(10)(t) to the Registrant's Form 10-Q/A for the three months ended May
31, 2001, filed on September 26, 2001 and incorporated herein by
reference.
(10)(u) Employment Agreement by and between Safety-Kleen Corp. and Thomas W.
Arnst, dated as of October 4, 2001 filed as Exhibit (10)(u) to the
Registrant's Form 10-K for the year ended August 31, 2001, filed on
November 29, 2001 and incorporated herein by reference.
(10)(v) Agreement among Safety-Kleen Corp., Safety-Kleen Services, Inc. and
David M. Sprinkle dated October 17, 2001 filed as Exhibit (10)(v) to
the Registrant's Form 10-K for the year ended August 31, 2001, filed
on November 29, 2001 and incorporated herein by reference.
(10)(w) Form of Senior Executive Change of Control Agreement filed as Exhibit
(10)(q) to the Registrant's Form 10-K for the year ended August 31,
2000 and incorporated herein by reference.
Page 23
(10)(x) Senior Executive Severance Plan filed as Exhibit (10)(s) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(y) Executive Severance Plan filed as Exhibit (10)(u) to the Registrant's
Form 10-K for the year ended August 31, 2000 and incorporated herein
by reference.
(10)(z) Key Manager Severance Plan filed as Exhibit (10)(w) to the
Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(10)(aa) Letter Agreement dated October 3, 2001 between JA&A Services, LLC and
the Company, filed as Exhibit (10)(dd) to Registrant's Form 10-Q for
the three months ended November 30, 2001 and incorporated herein by
reference.
(10)(bb) Second Amended and Restated Marketing and Distribution Agreement,
dated as of March 8, 2001 by and between SystemOne Technologies Inc.
and Safety-Kleen Systems, Inc., a subsidiary of the Registrant, filed
as Exhibit 10.16 to SystemOne Technologies Inc. Form 10-KSB for the
year ended December 31, 2000 and incorporated herein by reference.
(10)(cc) Letter Agreement dated as of September 27, 2001 between Jefferson
Wells International and Safety-Kleen Services, Inc., filed as Exhibit
(10)(ff) to Registrant's Form 10-Q for the three months ended November
30, 2001 and incorporated herein by reference.
(10)(dd) Letter Agreement dated February 1, 2001 between Arthur Andersen LLP
and the Company relating to services to the Company for Company
process improvement initiatives, filed as Exhibit (10)(gg) to
Registrant's Form 10-Q for the three months ended November 30, 2001
and incorporated herein by reference.
(10)(ee) Rider #1 dated December 5, 2001, to Letter Agreement dated February 1,
2001 between Arthur Andersen LLP and the Company relating to services
to the Company for Company process improvement initiatives, filed as
Exhibit (10)(hh) to Registrant's Form 10-Q for the three months ended
November 30, 2001 and incorporated herein by reference.
(10)(ff) Letter Agreement dated March 23, 2001 between Arthur Andersen LLP and
the Company relating to services to the Company for loan staff, filed
as Exhibit (10)(ii) to Registrant's Form 10-Q for the three months
ended November 30, 2001 and incorporated herein by reference.
(10)(gg) Rider dated December 5, 2001, to Letter Agreement dated March 23, 2001
between Arthur Andersen LLP and the Company relating to services to
the Company for loan staff filed as Exhibit (10)(jj) to Registrant's
Form 10-Q for the three months ended November 30, 2001 and
incorporated herein by reference.
(10)(hh) Acquisition Agreement by and between Safety-Kleen Services, Inc. as
Seller and Clean Harbors, Inc. as Purchaser dated February 22, 2002
filed as Exhibit 10(a) to Registrant's Form 8-K filed February 26,
2002 and included herein by reference.
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(10)(ii) First Amendment to Acquisition Agreement by and between Safety-Kleen
Services, Inc. as Seller and Clean Harbors, Inc. as Purchaser dated
March 8, 2002. Filed as Exhibit (10)(ll) to Registrant's Form 10-K/A
for the year ended August 31, 2001, filed on March 28, 2002 and
incorporated herein by reference.
(99.1) Consent Agreement and Final Order by and between the United States
Environmental Protection Agency and Safety-Kleen Corp. and certain of
its United States subsidiaries and affiliates filed as Exhibit (99.1)
to the Registrant's Form 10-K for the year ended August 31, 2000 and
incorporated herein by reference.
(99.2) Amended Consent Agreement and Final Order by and between the United
States Environmental Protection Agency and Safety-Kleen Corp. and
certain of its United States subsidiaries and affiliates as approved
by the United States Bankruptcy Court on May 16, 2001, filed as
Exhibit (99.2) to the Registrant's Form 10-K/A for the year ended
August 31, 2000, filed on July 9, 2001 and incorporated herein by
reference.
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