DRAFT OF 11/4/98
SECOND AMENDMENT
SECOND AMENDMENT (this "Amendment"), dated as of November 20, 1998,
to the Amended and Restated Credit Agreement, dated as of April 3, 1998
(as the same may be amended, supplemented or otherwise modified, the "CREDIT
AGREEMENT"), among SAFETY-KLEEN SERVICES, INC. (formerly known as LES, Inc.), a
Delaware corporation (the "COMPANY"), SAFETY-KLEEN (CANADA) LTD. (formerly known
as Laidlaw Environmental Services (Canada) Ltd.), a Canadian corporation and a
wholly owned subsidiary of the Company (the "CANADIAN BORROWER"; 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 (in such capacity, the "CANADIAN ADMINISTRATIVE
AGENT"; together with the General Administrative Agent, the "ADMINISTRATIVE
AGENTS"), TD SECURITIES (USA) INC., as advisor to the Borrowers and arranger of
the commitments described in the Credit Agreement, THE BANK OF NOVA SCOTIA,
NATIONSBANK, N.A., THE FIRST NATIONAL BANK OF CHICAGO and WACHOVIA BANK, N.A.,
as managing agents (each, in such capacity, a "MANAGING AGENT"), THE BANK OF
NOVA SCOTIA and THE FIRST NATIONAL BANK OF CHICAGO, as co-documentation agent
(each, in such capacity, a "CO-DOCUMENTATION AGENT"), and NATIONSBANK, N.A., as
syndication agent (in such capacity, the "SYNDICATION AGENT").
W I T N E S S E T H :
WHEREAS, the Borrowers have requested that the Administrative
Agents and the Lenders agree to amend certain provisions of the Credit Agreement
upon the terms and subject to the conditions set forth herein; and
WHEREAS, the Administrative Agents and the Lenders have agreed to
such waivers and amendments only upon the terms and subject to the conditions
set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto hereby agree as follows:
1. DEFINED TERMS. Terms defined in the Credit Agreement are used
in this Amendment with the meanings set forth in the Credit Agreement unless
otherwise defined herein.
2. AMENDMENT OF SECTION 1.1 OF THE CREDIT AGREEMENT. Section 1.1
of the Credit Agreement is hereby amended by:
(a) inserting the words "or Exhibit A-3" after the reference to
"Exhibit A-1" as it appears in the first line of the definition of
"Draft";
2
(b) inserting at the end of the definition of "Reference Discount
Rate" the following sentence:
"With respect to any Canadian Lender that is not a Schedule 1
Canadian Lender or a Schedule 2 Canadian Lender on the date on
which a Draft is requested to be accepted by such Lender, the
"Reference Discount Rate" shall be deemed to be the rate
described in clause (b) above."
(c) inserting the following definition in correct alphabetical
order:
"ELGIN OFFICE BUILDING DISPOSITION": the sale by the
Company or its Subsidiary of the office building located at 1000
North Randall Road, Elgin, Illinois and the subsequent lease by
Company or its Subsidiary of all or a portion of such facility
from the purchaser thereof to meet the Company's local office
space requirements.
3. AMENDMENT OF SECTION 2.5 OF THE CREDIT AGREEMENT. Section 2.5
of the Credit Agreement is hereby amended by inserting before the period at the
end of the first sentence thereof the following: ", which notice shall be
accompanied by a certificate of the chief financial officer of the Company
certifying that such requested borrowings under the Revolving Credit
Commitments, at the time made, will not violate the provisions of the indenture
governing the High Yield Notes (including, without limitation, Section 10.10 of
such indenture)".
4. AMENDMENT OF SECTION 6 OF THE CREDIT AGREEMENT. (a) Section
6.3(f) of the Credit Agreement is hereby amended by deleting "Section
6.2(c)," as it appears in the second line of such section; and
(b) Section 6.12(b)(ii) of the Credit Agreement is hereby amended
by deleting "6.11(b)(i)" as it appears in the third line of such section
and inserting in lieu thereof "6.12(b)(i)".
5. AMENDMENT OF SECTION 10 OF THE CREDIT AGREEMENT. (a) Section
10.6 of the Credit Agreement is hereby amended by deleting clause (b) of such
section in its entirety and inserting in lieu thereof the following:
"(b) the sale or other Disposition of any property (other than
inventory), PROVIDED that the aggregate book value of all assets so sold
or disposed of (other than the Elgin Office Building Disposition) in any
period of twelve consecutive months shall not exceed 5% of consolidated
total assets of the Company and its Subsidiaries as at the beginning of
such twelve-month period;"
(b) Section 10.11 of the Credit Agreement is hereby amended by
deleting such section in its entirety and inserting in lieu thereof the
following:
3
"10.11 LIMITATION ON SALES AND LEASEBACKS. Enter into any
arrangement with any Person providing for the leasing by the Company or
any Subsidiary of real or personal property which has been or is to be
sold or transferred by the Company or such Subsidiary to such Person or
to any other Person to whom funds have been or are to be advanced by
such Person on the security of such property or rental obligations of
the Company or such Subsidiary, except for any such arrangements with
respect to (i) the Elgin Office Building Disposition, (ii) the sale and
leaseback of any transportation equipment in the ordinary course of
business, provided that such sale and leaseback transactions occur
within six months of the purchase of such transportation equipment (or,
with respect to such transportation equipment purchased prior to
February 15, 1998, within six months of the date hereof) and, without
duplication, (iii) real or personal property with respect to which the
aggregate sales price shall not exceed $25,000,000."
6. NEW EXHIBIT TO THE CREDIT AGREEMENT. The Credit Agreement is
hereby amended by attaching thereto, in correct order, a new "Exhibit A-3" in
the form attached hereto as Annex A.
7. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
effective (the actual date of such effectiveness, the "AMENDMENT EFFECTIVE
DATE") as of the date first above written when counterparts hereof shall have
been duly executed and delivered by each of the Borrowers and the Required
Lenders and acknowledged by each of the Grantors (as defined in the Guarantee
and Collateral Agreement).
8. BORROWER REPRESENTATIONS. Each of the Borrowers represents and
warrants that:
(a) this Amendment has been duly authorized, executed and delivered by
each of the Borrowers;
(b) each of this Amendment, and the Credit Agreement as amended by this
Amendment, constitutes the legal, valid and binding obligation of each
of the Borrowers;
(c) each of the representations and warranties set forth in Section 7 of
the Credit Agreement are true and correct as of the Amendment Effective
Date; provided that references in the Credit Agreement to this
"Agreement" shall be deemed references to the Credit Agreement as
amended to date and by this Amendment; and
(d) after giving effect to this Amendment, there does not exist any
Default or Event of Default.
9. CONTINUING EFFECTS. Except as expressly amended hereby, the
Credit Agreement shall continue to be and shall remain in full force and effect
in accordance with its terms.
10. EXPENSES. The Company agrees to pay and reimburse the General
Administrative Agent for all of its out-of-pocket costs and expenses incurred in
4
connection with the negotiation, preparation, execution, and delivery of this
Amendment, including the reasonable fees and expenses of counsel to such Agent.
11. COUNTERPARTS. This Amendment 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.
12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
5
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/ Paul Humphreys
---------------------------------------
Title: Senior Vice President & CFO
SAFETY-KLEEN (CANADA) LTD. (formerly
known as Laidlaw Environmental Services
(Canada) Ltd.)
By: /S/ Paul Humphreys
---------------------------------------
Title: Senior Vice President & CFO
6
TORONTO DOMINION (TEXAS), INC.,
as General Administrative Agent and Lender
By: /S/ Jano Mott
---------------------------------------
Title: Vice President
THE TORONTO-DOMINION BANK,
as Canadian Administrative Agent
By:
---------------------------------------
Title:
TD SECURITIES (USA) INC.,
as Arranger
By:
---------------------------------------
Title:
THE TORONTO-DOMINION BANK,
as a Lender
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
THE BANK OF NOVA SCOTIA,
as Managing Agent, Co-Documentation Agent
and Lender
By: /S/ William E. Zarrett
---------------------------------------
Title: Senior Relationship Manager
THE FIRST NATIONAL BANK OF CHICAGO,
as Managing Agent, Co-Documentation Agent
and Lender
By: /S/ Gaye C. Plunkett
---------------------------------------
Title: Vice President
NATIONSBANK, N.A.,
as Syndication Agent, Managing Agent and
Lender
By: /S/ David Sachsenmajer
---------------------------------------
Title: Vice President
WACHOVIA BANK, N.A.,
as Managing Agent and Lender
By: /S/ Donald E. Sellers
---------------------------------------
Title: Vice President
7
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /S/ Dean Chakalos
---------------------------------------
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /S/ Janet K. Williams
---------------------------------------
Title: Duly Authorized Signatory
COMERICA BANK
By: /S/ Marian Enright
---------------------------------------
Title: Vice President
FLEET NATIONAL BANK
By: /S/ Jeffrey Lynch
---------------------------------------
Title: Senior Vice President
ROYAL BANK OF CANADA
By: /S/ Michael Korine
---------------------------------------
Title: Senior Manager
8
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By: /S/ Sean Mounier
---------------------------------------
Title: First Vice President
By:
---------------------------------------
Title:
MARINE MIDLAND BANK
By: /S/ Gina Sidorsky
---------------------------------------
Title: Authorized Signatory
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By: /S/ A. Haruyama
---------------------------------------
Title: Head of Southeast Region Atlanta CEO
MITSUBISHI TRUST AND BANKING
CORPORATION
By: /S/ Toshihiro Hayashi
---------------------------------------
Title: Senior Vice President
SANWA BUSINESS CREDIT CORPORATION
By: /S/ Stan Kaminski
---------------------------------------
Title: Vice President
9
SOCIETE GENERALE
By: /S/ Ralph Saheb
---------------------------------------
Title: Vice President
SOUTHERN PACIFIC BANK
By: /S/ Cheryl A. Wasilewski
--------------------------------------
Title: Vice President
CREDIT LYONNAIS ATLANTA AGENCY
By: /S/ David M. Cawrse
---------------------------------------
Title: First Vice President
COOPERATIEVE CENTRALE RAIFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND" NEW YORK BRANCH
By: /S/ Ian Reece
---------------------------------------
Title: Senior Credit Officer
By: /S/ Alistair Turnbum
---------------------------------------
Title: Vice President
COMMERCIAL LOAN FUNDING TRUST I
By: /S/ Michele Swanson
---------------------------------------
Title: Authorized Signatory
FREMONT FINANCIAL CORPORATION
By: /S/ Maria Chachere
---------------------------------------
Title: Vice President
10
THE SAKURA BANK, LTD.
By:
---------------------------------------
Title:
STAR BANK, NATIONAL ASSOCIATION
By: /S/ Mark A. Whitson
---------------------------------------
Title: Vice President
BANK OF HAWAII
By: /S/ Donna R. Parker
---------------------------------------
Title: Vice President
CITIBANK N.A.
By: /S/ David Harris
---------------------------------------
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /S/ Robert Gallagher
---------------------------------------
Title: Vice President
SKANDINAVISKA ENSKILDA BANKEN AB
(PUBL.) NY BRANCH
By: /S/ Philip Montemurro
---------------------------------------
Title: Vice President
By: /S/ Sverker Johansson
---------------------------------------
Title: Vice President
11
THE SUMITOMO BANK, LIMITED
By:
---------------------------------------
Title:
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By: /S/ Stephen Stratico
---------------------------------------
Title: Vice President
NATIONAL CITY BANK
By: /S/ Lisa B. Lisi
---------------------------------------
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /S/ Hans J. Scholz
---------------------------------------
Title: Assistant Vice President
By: /S/ Thomas Scifo
---------------------------------------
Title: Assistant Vice President
THE FUJI BANK, LTD., NEW YORK BRANCH
By:
---------------------------------------
Title:
12
CAISSE DE DEPOT ET PLACEMENT DU
QUEBEC
By: /S/ Normand Provost
---------------------------------------
Title: Coordinating Vice President
By: /S/ Michel Nadeau
---------------------------------------
Title: Senior Vice President
KZH CORP III
By:
---------------------------------------
Title:
WEBSTER BANK
By: /S/ Juliana B. Dalton
---------------------------------------
Title: Vice President
BANQUE WORMS CAPITAL CORPORATION
By: /S/ Constace DeKlerck
---------------------------------------
Title: Vice President
By: /S/ Frederic Gamet
---------------------------------------
Title: Senior Vice President
IMPERIAL BANK
By: /S/ Mark Campbell
---------------------------------------
Title: Senior Vice President
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /S/ Thomas J. Cecka
---------------------------------------
Title: Vice President
13
GPSF SECURITIES, INC.
By:
---------------------------------------
Title:
KZH CNC LLC
By: /S/ Michael M. Wong
---------------------------------------
Title: Authorized Agent
SUMMIT BANK
By: /S/ Seiji P. Nakamura
---------------------------------------
Title: Assistant Vice President
METROPOLITAN LIFE INSURANCE
COMPANY
By: /S/ James R. Dingler
---------------------------------------
Title: Director
FIRSTRUST BANK
By: /S/ Kent Nelson
---------------------------------------
Title: Vice President
BANCO ESPIRITO SANTO
By: /S/ Andrew M. Orsen
---------------------------------------
Title: Vice President
By: /S/ Terry R. Hull
---------------------------------------
Title: Senior Vice President
14
CITY NATIONAL BANK
By: /S/ Scott Kelly
---------------------------------------
Title: Vice President
VAN KAMPEN AMERICAN CAPITAL PRIME
RATE INCOME TRUST
By: /S/ Jeffrey W. Maillet
---------------------------------------
Title: Senior Vice President & Director
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/ Scott D. Krase
---------------------------------------
Title: Vice President
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH,
as Investment Advisor
By: /S/ Payson F. Swaffield
-------------------------------------
Title: Vice President
15
VAN KAMPEN CLO I, LIMITED
BY: VAN KAMPEN AMERICAN CAPITAL
MANAGEMENT INC., as Collateral Manager
By: /S/ Jeffrey W. Maillet
-------------------------------------
Title: Senior Vice President & Director
OCTAGON LOAN TRUST
BY: OCTAGON CREDIT INVESTORS, as
Manager
By: /S/ Joyce C. Delucca
-------------------------------------
Title: Managing Director
THE CHASE MANHATTAN BANK
By:
---------------------------------------
Title:
AG CAPITAL FUNDING PARTNERS, L.P.
BY: ANGELO, GORDON & CO., L.P.,
as Investment Advisor
By: /S/ Jeffrey H. Aronson
-------------------------------------
Title: Managing Director
FIRST DOMINION FUNDING I
By: -------------------------------------
Title:
16
JACKSON NATIONAL LIFE INSURANCE
COMPANY
BY: PPM AMERICA, INC., as attorney in fact on
behalf of Jackson National Life Insurance
Company
By: /S/ Michael DiRe
-------------------------------------
Title: Managing Director
ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT,
L.P.
COMPANY, as Collateral Manager
By: /S/ James Dondero, CFA, CP
---------------------------------------
Title: President
WESTERN NATIONAL LIFE INSURANCE
COMPANY
By:
---------------------------------------
Title:
KZH CRESCENT LLC
By:
---------------------------------------
Title:
KZH CRESCENT-2 LLC
By:
---------------------------------------
Title:
17
CRESCENT/MACH I PARTNERS, L.P.
BY: TCW ASSET MANAGEMENT COMPANY,
as its Investment Manager
By:
-------------------------------------
Title:
PAM CAPITAL FUNDING LP
BY: HIGHLAND CAPITAL MANAGEMENT,
as Collateral Manager
By: /S/ James Dondero, CFA, CPA
-------------------------------------
Title: President
KZH CYPRESSTREE-1 LLC
By: /S/ Michael M. Wong
---------------------------------------
Title: Authorized Agent
PAMCO CAYMAN LTD.
BY: HIGHLAND CAPITAL MANAGEMENT,
as Collateral Manager
---------------------------------------
By: /S/ James Dondero, CFA, CPA
--------------------------------------
Title: President
ARCHIMEDES FUNDING, LLC
BY: ING CAPITAL ADVISORS, INC. as
Collateral Manager
By: /S/ Michael D. Hatley
--------------------------------------
Title: Senior Vice President
18
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
BY: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By:-------------------------------------
Title: Vice President & Portfolio Manager
KZH III LLC
By: /S/ Michael M. Wong
---------------------------------------
Title: Authorized Agent
KZH ING-1 LLC
By: S/ Michael M. Wong
---------------------------------------
Title: Authorized Agent
KZH PAMCO LLC
By: /S/ Virginia Conway
---------------------------------------
Title: Authorized Agent
PACIFICA PARTNERS I, L.P.
BY: IMPERIAL CREDIT ASSET
MANAGEMENT, as its Investment Manager
By: /S/ Michael J. Bacevich
-------------------------------------
Title: Senior Vice President
19
KZH RIVERSIDE LLC
By: /S/ Michael M. Wong
---------------------------------------
Title: Authorized Agent
PILGRIM AMERICAN HIGH INCOME
INVESTMENTS LTD.
BY: PILGRIM AMERICA INVESTMENTS, INC.,
as its Investment Manager
By: /S/ Michel Prince, CFA
-------------------------------------
Title: Vice President
KZH ING-2 LLC
By: /S/ Michael Wong
---------------------------------------
Title: Authorized Agent
PILGRIM AMERICA PRIME RATE TRUST
BY: PILGRIM AMERICA INVESTMENTS, INC.,
as its Investment Manager
By: /S/ Michel Prince, CFA
-------------------------------------
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
BY: INDOSUEZ CAPITAL LUXEMBOURG, as
Collateral Manager
By: /S/ Francoise Berthelot
-------------------------------------
Title: Authorized Signatory
20
DELANO COMPANY
BY: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
---------------------------------------
By: PIMCO MANAGEMENT INC., a
General Partner
By: /S/ Bradley W. Paulson
-------------------------------------
Title: Vice President
KZH CRESCENT-3 LLC
By:
---------------------------------------
Title:
BALANCED HIGH-YIELD FUND I LTD.
BY: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch, as its
attorney-in-fact
By: /S/ Hans J. Scholz
-------------------------------------
Title: Assistant Vice President
By: /S/ Thomas Scifo
-------------------------------------
Title: Assistant Vice President
GENERAL MOTORS CASH MANAGEMENT
MASTER TRUST
By:
---------------------------------------
Title:
21
INDOSUEZ CAPITAL FUNDING III, LIMITED
BY: INDOSUEZ CAPITAL LUXEMBOURG, as
Collateral Manager
By: /S/ Francoise Berthelot
-------------------------------------
Title: Authorized Signatory
KZH SOLEIL LLC
By:
---------------------------------------
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.
BY: PILGRIM AMERICA INVESTMENTS, INC.,
as its Investment Manager
By: /S/ Michel Prince, CFA
-------------------------------------
Title: Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN)
LTD.
BY: PILGRIM AMERICA INVESTMENTS, INC.,
as its Investment Manager
By: /S/ Michel Prince, CFA
-------------------------------------
Title: Vice President
MOUNTAIN CLO TRUST
By:
---------------------------------------
Title:
22
CERES FINANCE LTD.
By: /S/ David Egglishaw
---------------------------------------
Title: Director
GENERAL MOTORS BENEFITS TRUST
BY: STATE STREET BANK AND TRUST
COMPANY, as Trustee for General Motors
Benefits Trust
By:
-------------------------------------
Title:
BALANCED HIGH-YIELD FUND II LTD.
BY: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch, as its
attorney-in-fact
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
CAPTIVA III FINANCE, LTD.
as advised by, PACIFIC INVESTMENT
MANAGEMENT COMPANY
By: /s/Jennifer Dilbert
---------------------------------------
Title: Director
23
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT, as
Investment Advisor
By: /S/ Payson F. Swaffield
-------------------------------------
Title: Vice President
VAN KAMPEN CLO II, LIMITED
BY: VAN KAMPEN AMERICAN CAPITAL
MANAGEMENT INC., as Collateral Manager
By: /S/ Jeffrey W. Maillet
-------------------------------------
Title: Senior Vice President & Director
CREDIT SUISSE FIRST BOSTON
By:
---------------------------------------
Title:
KZH LANGDALE LLC
By: /S/ Michael M. Wong
---------------------------------------
Title: Authorized Agent
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
AS: Attorney-in Fact and on behalf of FIRST
ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY, as Portfolio
Manager
By: /S/ Timothy M. Barns
---------------------------------------
Title: Managing Director
24
ARCHIMEDES FUNDING II, LTD.
BY: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By: /S/ Michael D. Hatley
---------------------------------------
Title: Senior Vice President
ALLIANCE CAPITAL FUNDING, L.L.C.
BY: ALLIANCE CAPITAL MANAGEMENT
L.P., as Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.C.
BY: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of Alliance
Capital Management L.P.
By:
-------------------------------------
Title:
FIRST ALLAMERICA FINANCIAL LIFE
INSURANCE COMPANY
By:
---------------------------------------
Title:
MERRILL LYNCH, PIERCE FENNER & SMITH
INCORPORATED
By:
---------------------------------------
Title:
25
CAPTIVA II FINANCE LTD.
By: /S/ David Egglishaw
---------------------------------------
Title: Director
STRATA FUNDING LTD.
By: /S/ David Egglishaw
---------------------------------------
Title: Director
VAN KAMPEN AMERICAN CAPITAL SENIOR
FLOATING RATE FUND
By: /S/ Jeffrey W. Maillet
---------------------------------------
Title: Senior Vice President & Director
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
BY: TCW ASSET MANAGEMENT COMPANY,
as Attorney-in-Fact
By:
-------------------------------------
Title:
By:
-------------------------------------
Title:
AMARA-2 FINANCE LTD.
By: /S/ Andrew Wignall
---------------------------------------
Title: Director
26
ROYALTON COMPANY
BY: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC.,
a General Partner
By: /S/ Bradley W. Paulson
-------------------------------------
Title: Vice President
FLOATING RATE PORTFOLIO
BY: INVESCO SENIOR SECURED
MANAGEMENT INC., as attorney in fact
By: /S/ Joseph Rotondo
-------------------------------------
Title: Authorized Signatory
AMARA-1 FINANCE LTD.
By: /S/ Andrew Wignall
---------------------------------------
Title: Director
KISLAK NATIONAL BANK
BY: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By: /S/ Michael D. Hatley
-------------------------------------
Title: Senior Vice President
27
DEEPROCK & COMPANY
BY: EATON VANCE MANAGEMENT, as
Investment Advisor
By: /S/ Payson F. Swaffield
-------------------------------------
Title: Vice President
ACKNOWLEDGMENT AND CONSENT
The undersigned does hereby acknowledge and consent to the
foregoing Amendment. The undersigned does hereby confirm and agree that, after
giving effect to such Amendment, the Guarantee and Collateral Agreement and
other Collateral Documents in favor of the General Administrative Agent or the
Canadian Administrative Agent, as the case may be, to which it is a party are
and shall continue to be in full force and effect and are hereby confirmed and
ratified in all respects.
SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.)
LAIDLAW ENVIRONMENTAL SERVICES,
INC.
LES MERGER, 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.)
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.)
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.)
2
SAFETY-KLEEN (LAPORTE), INC. (formerly
known as Laidlaw Environmental Services
(TES), Inc.)
SAFETY-KLEEN CHEMICAL SERVICES, INC.
(formerly known as Laidlaw Environmental
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.)
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
3
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.)
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.)
4
SAFETY-KLEEN (ENCOTEC), INC. (formerly
known as Laidlaw Environmental, 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 AVIATION, INC.
SK INSURANCE COMPANY
SK REAL ESTATE, INC.
SAFETY-KLEEN INTERNATIONAL, INC.
SAFETY-KLEEN OIL RECOVERY CO.
SAFETY-KLEEN OIL SERVICES, INC.
3E COMPANY ENVIRONMENTAL,
ECOLOGICAL AND ENGINEERING
THE SOLVENTS RECOVERY SERVICE OF
NEW JERSEY, INC.
SAFETY-KLEEN (EUROPE), INC.
By: /s/Henry H. Taylor
-------------------------------------
Name: Henry H. Taylor
Title: Secretary
ANNEX A
EXHIBIT A-3
-----------------------
BANKERS' ACCEPTANCE No. BA
-----------------------
THIS IS A DEPOSITORY BILL SUBJECT TO THE DEPOSITORY BILLS AND NOTES ACT
To Due Date
--------------------------------- --------------------- -------------
BANK
- -------------------------------------
ADDRESS
ACCEPTED FOR VALUE RECEIVED PAY TO CDS & CO
SUM OF $
- ------------------------------------- -----------------------------------
PAYABLE AT
------------------------- Dollars $
THIS IS A DEPOSITORY BILL SUBJECT TO THE
DEPOSITORY BILLS AND NOTES ACT
VALUE RECEIVED, AND CHARGE TO
THE ACCOUNT OF
--------------------------------------
Per:
- ------------------------------------- --------------------------------
AUTHORIZED SIGNATURE
Per:
- ------------------------------------- --------------------------------
AUTHORIZED SIGNATURE