1
Exhibit (4)(l)
CONFORMED COPY
WAIVER AND THIRD AMENDMENT
WAIVER AND THIRD AMENDMENT (this "Waiver and Amendment"), dated as
of May 6, 1999, to (i) the Amended and Restated Credit Agreement, dated as of
April 3, 1998 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among SAFETY-KLEEN SERVICES, INC. (formerly known as
LES, Inc.), a Delaware corporation (the "Company"), SAFETY-KLEEN (CANADA) LTD.
(formerly known as Laidlaw Environmental Services (Canada) Ltd.), a Canadian
corporation and a wholly owned subsidiary of the Company (together with the
Company, the "Borrowers"), the several banks and other financial institutions or
entities from time to time parties thereto (the "Lenders"), TORONTO DOMINION
(TEXAS), INC., as general administrative agent (in such capacity, the "General
Administrative Agent"), THE TORONTO-DOMINION BANK, as Canadian administrative
agent, TD SECURITIES (USA) INC., as advisor to the Borrowers and arranger of the
commitments described in the Credit Agreement, THE BANK OF NOVA SCOTIA,
NATIONSBANK, N.A., THE FIRST NATIONAL BANK OF CHICAGO and WACHOVIA BANK, N.A.,
as managing agents, THE BANK OF NOVA SCOTIA and THE FIRST NATIONAL BANK OF
CHICAGO, as co-documentation agent, and NATIONSBANK, N.A., as syndication agent,
and (ii) the Amended and Restated Guarantee and Collateral Agreement, dated as
of April 3, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Guarantee and Collateral Agreement"), made by the Company, Holdings
(as defined below) and each of the other signatories thereto (together with any
other entity that may become a party thereto, the "Grantors") in favor of the
General Administrative Agent for the Lenders.
W I T N E S S E T H :
WHEREAS, Safety-Kleen Corp. (formerly known as Laidlaw Environmental
Services, Inc.), a Delaware corporation and the parent of the Company
("Holdings"), is to issue up to $225,000,000 in aggregate principal amount of
unsecured senior notes, the proceeds of which will be used to repay, in part,
the Seller Note;
WHEREAS, the Company has requested, and, upon this Waiver and
Amendment becoming effective, the Lenders have agreed, that certain provisions
of the Credit Agreement and the Guarantee and Collateral Agreement be waived and
amended upon the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein and in the Credit Agreement and the Guarantee and
Collateral Agreement, the parties hereto hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given to them in the Credit Agreement,
or, to the extent not defined therein, in the Guarantee and Collateral
Agreement.
2. Amendment of Section 1.1 of the Credit Agreement. Section 1.1 of
the Credit Agreement is hereby amended by:
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2
(a) adding the following defined terms in their appropriate alphabetical order:
"Escrow Account": the escrow account to be established pursuant to
the indenture under which the New Parent Notes will be issued or a related
escrow agreement, into which the proceeds of the New Parent Notes will be
deposited pending use thereof to repay the Seller Note.
"New Parent Notes": up to $225,000,000 aggregate principal amount of
senior unsecured notes of Holdings (including any unsecured notes of
Holdings with substantially similar terms issued in exchange for such
notes), bearing interest payable in cash and having a maturity no earlier
than the Revolving Credit Termination Date.
(b) adding the following sentence at the end of the definition of "Subsidiary":
(Safety-Kleen Europe Limited shall not be deemed to be a Subsidiary so
long as the Company owns, directly or indirectly, less than 50% of the
voting stock thereof).
(c) deleting clause (a) of the definition of "Applicable Margin" in its entirety
and substituting in lieu thereof the following:
(a) on any day, for each Type of Revolving Credit Loan, Tranche A Term
Loan and Canadian Term Loan, the rate per annum determined pursuant to the
Pricing Grid (provided, that in any event such Applicable Margin and
Stamping Fee Rate for any day during the period from June 1, 1999 through
November 30, 1999 shall be that set forth in the Pricing Grid opposite a
Consolidated Total Leverage Ratio of greater than or equal to 4.00:1.00);
and
3. Waiver of Section 6.3(b) of the Credit Agreement. The Lenders
hereby waive compliance with the provisions of subsection 6.3(b) of the Credit
Agreement to the extent applicable to the issuance of the New Parent Notes;
provided that Holdings shall apply the Net Cash Proceeds thereof to the
repayment or repurchase of the Seller Note and general corporate purposes (which
may include interest payments on the New Parent Notes and principal, interest
and premium payable on the New Parent Notes in the event such notes are redeemed
as a result of a failure to repurchase the Seller Note).
4. Amendment to Section 10.1 of the Credit Agreement. (a) Subsection
10.1(a) of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting in lieu thereof the following
(a) Consolidated Total Leverage Ratio. Permit the Consolidated Total
Leverage Ratio as at (i) the last day of any fiscal quarter of the Company
set forth below or (ii) the last day of any fiscal quarter of the Company
ending during any fiscal year set forth below to exceed the ratio set
forth below opposite such fiscal quarter or fiscal year:
3
3
Consolidated Total
Fiscal Period Leverage Ratio
------------- --------------
1999 4.50:1.00
September 1 to November 30, 1999 4:25:1.00
December 1 to February 29, 2000 4.25:1.00
March 1 to May 31, 2000 4.00:1.00
June 1 to August 31, 2000 4.00:1.00
2001 3.50:1.00
2002 2.75:1.00
2003 2.50:1.00
2004 and thereafter 2.00:1.00
(b) Subsection 10.1(c) of the Credit Agreement is hereby amended by deleting
such subsection in its entirety and substituting in lieu thereof the following:
(c) Interest Coverage Ratio. Permit the Interest Coverage Ratio for any
period of four consecutive fiscal quarters of the Company (i) ending with
any fiscal quarter set forth below or (ii) ending during any fiscal year
set forth below to be less than the ratio set forth below opposite such
fiscal quarter or fiscal year:
Interest
Fiscal Period Coverage Ratio
------------- --------------
1999 2.00:1.00
September 1 to November 30, 1999 2.00:1.00
December 1 to February 29 2000 2.00:1.00
March 1 to May 31, 2000 2.25:1.00
June 1 to August 31, 2000 2.25:1.00
2001 2.50:1.00
2002 2.75:1.00
2003 and thereafter 3.00:1.00
(c) Notwithstanding the foregoing paragraphs (a) and (b) of this Section 4, if
the New Parent Notes are redeemed or repurchased because of the failure to
obtain the consent of the shareholders of Holdings required to authorize the
issuance of common stock of Holdings in connection with the repurchase or
redemption of the Seller Note, (i) the amendments effected by the foregoing
paragraphs (a) and (b) will become ineffective as of the date of such repurchase
or redemption of the New Parent Notes and (ii) for purposes of calculating the
Consolidated Total Leverage Ratio and the Interest Coverage Ratio for any period
that coincides with any period during which the New Parent Notes were
outstanding, the interest expense attributable to the New Parent Notes shall be
excluded from such calculations.
5. Amendment to Section 10.3 of the Credit Agreement. Subsection
10.3 of the Credit Agreement is hereby amended by adding at the end thereof the
following:
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4
(1) Liens on the Escrow Account (and any cash or other assets therein) to
secure the obligations of Holdings to redeem the New Parent Notes under
the conditions set forth in the indenture pursuant to which the New Parent
Notes are issued.
6. Amendment to Section 10.5(d) of the Credit Agreement. Subsection
10.5(d) of the Credit Agreement is hereby amended by inserting at the end
thereof the following:
, SK Insurance Company, Environment Services et Machinerie E.S.M. Inc. or
SK D'Incineration, Inc.
7. Amendment to Section 10.7 of the Credit Agreement. Subsection
10.7 of the Credit Agreement is hereby amended by deleting such subsection in
its entirety and substituting in lieu thereof the following:
10.7 Limitation on Dividends. Declare or pay any dividend (other
than dividends payable solely in common stock of the Person making such
dividend) on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any shares of any class of Capital
Stock of the Company or any of its Subsidiaries or any warrants or options
to purchase any such Stock, whether now or hereafter outstanding, or make
any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of the Company or any
Subsidiary (such declarations, payments, setting apart, purchases,
redemptions, defeasances, retirements, acquisitions and distributions
being herein called "Restricted Payments"), except that (a) any Subsidiary
may make Restricted Payments to the Company or any wholly owned Subsidiary
of the Company, and (b) so long as, on the date of such Restricted
Payment, both before and after giving effect thereto, no Default or Event
of Default shall have occurred and be continuing (i) the Company may make
Restricted Payments to Holdings to service the Westinghouse Debt, the
CPCFA Debt and the Tooele County Debt, provided that each such Restricted
Payment shall be made on the date on which a cash payment of principal or
interest under the Westinghouse Debt, the CPCFA Debt or the Tooele County
Debt, as the case may be, is due and shall be in an amount not greater
than the amount of such cash payment, and such cash payment in respect of
such Indebtedness shall be made by Holdings on such date, (ii) the Company
may make Restricted Payments to Holdings to service the New Parent Notes,
provided that each such Restricted Payment shall be made on the date on
which a cash payment of principal or interest under the New Parent Notes
is due and shall be in an amount not greater than the amount of such cash
payment, and such cash payment in respect of the New Parent Notes shall be
made by Holdings on such date, (iii) in the event that either (a) the
consent of the shareholders of Holdings required for the issuance of
shares of common stock in connection with the repurchase or redemption of
the Seller Note is not obtained and, as a consequence thereof, the New
Parent Notes are required to be redeemed or repurchased by Holdings or (b)
Holdings is required to deposit additional cash or cash equivalents in the
Escrow Account at the closing of the issuance of the New Parent Notes to
fund any redemption or repurchase of the New Parent Notes specified in
clause (a) above, the Company may make a Restricted Payment to Holdings in
an amount not exceeding
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5
$15,000,000, the proceeds of which, together with amounts withdrawn from
the Escrow Account, shall be used to repurchase or redeem the New Parent
Notes, and (iv) the Company may make Restricted Payments to Holdings to
provide for payment in the ordinary course of business of taxes,
directors' fees, stock exchange fees, and other costs and expenses of its
operations as a public company permitted by the Guarantee and Collateral
Agreement.
8. Amendment to Section 5.12(c)(ii) of the Guarantee and Collateral
Agreement. Subsection 5.12(c)(ii) of the Guarantee and Collateral Agreement is
hereby amended by deleting such provision in its entirety and substituting in
lieu thereof the following:
the entry into, and exercise of rights and performance of obligations in
respect of, this Agreement, the Seller Note, the California Bonds, the
Utah Bonds, the Westinghouse Debt Agreement, the Stock Purchase Agreement,
the New Parent Notes (including any related registration rights agreement
or escrow agreement or securities purchase agreement with Laidlaw Inc
pursuant to which the Company has agreed to repurchase or redeem the
Seller Note), equity subscription agreements, registration rights
agreements, voting and other stockholder agreements, engagement letters,
underwriting agreements and other agreements in respect of its equity
securities or any offering, issuance or sale thereof,
9. Waiver of Pledge Requirement. Any provision of the Credit
Agreement or the Guarantee and Collateral Agreement to the contrary
notwithstanding, the Company shall not be required to pledge pursuant to the
Guarantee and Collateral Agreement Capital Stock acquired by the Company and its
Subsidiaries as investments in entities in which the Company and its
Subsidiaries hold a minority interest; provided that the aggregate market value
of such Capital Stock which is not pledged pursuant to the Guarantee and
Collateral Agreement shall not at any time exceed $5,000,000.
10. Conditions to Effectiveness. This Waiver and Amendment shall
become effective as of the date first above written when (i) each of the
Majority Facility Lenders under each Facility, the Required Lenders, the General
Administrative Agent and the Borrowers shall have executed and delivered this
Waiver and Amendment, (ii) each Guarantor shall have acknowledged and agreed to
this Waiver and Amendment, and (iii) the Company shall have paid the General
Administrative Agent on behalf of each Lender that executes and delivers this
Waiver and Amendment on or before May 6, 1999, an amendment fee in an amount
equal to 0.20% of the Aggregate Exposure of such Lender.
11. Continuing Effects. Except as expressly waived or amended
hereby, the Credit Agreement and the Guarantee and Collateral Agreement shall
continue to be and shall remain in full force and effect in accordance with
their respective terms.
12. Expenses. The Company agrees to pay and reimburse the General
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the negotiation, preparation, execution, and
delivery of this Waiver and Amendment, including the reasonable fees and
expenses of counsel.
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6
13. Counterparts. This Waiver and 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.
14. GOVERNING LAW. THIS WAIVER AND AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver and
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 and CFO
SAFETY-KLEEN (CANADA) LTD. (formerly
known as Laidlaw Environmental Services
(Candad) Ltd.)
By: /s/ Paul Humphreys
----------------------------------------
Title: Senior Vice President and CFO
TORONTO DOMINION (TEXAS), INC.,
as General Administrative Agent and Lender
By: /s/ Jane Mott
----------------------------------------
Title: Vice President
THE TORONTO-DOMINION BANK,
as Canadian Administrative Agent
By: /s/ Bruce Chambers
----------------------------------------
Title: Manager
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TD SECURITIES (USA) INC., as Arranger
By:
----------------------------------------
Title:
THE TORONTO-DOMINION BANK,
as a Lender
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/ James Gable
----------------------------------------
Title: Customer Service Officer
NATIONSBANK, N.A.,
as Syndication Agent, Managing Agent and
Lender
By: /s/ Adam Kaplan
----------------------------------------
Title: Authorized Signatory
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WACHOVIA BANK, N.A.,
as Managing Agent and Lender
By: /s/ Kathryn M. Mays
----------------------------------------
Title: Assistant Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Levi Schatz
----------------------------------------
Title: Vice President
GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Robert M. Kadlick
----------------------------------------
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/ John Crawford
----------------------------------------
Title: Senior Manager
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COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By: /s/ Sean Mounier
----------------------------------------
Title: First Vice President
By: /s/ Brian O'Leary
----------------------------------------
Title: Vice President
HSBC BANK USA (formerly Marine Midland
Bank)
By: /s/ Christopher F. French
----------------------------------------
Title: Authorized Signatory
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By: /s/ Rebecca J. Silbert
----------------------------------------
Title: Senior Vice President
MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Beatrice Kossodo
----------------------------------------
Title: Senior Vice President
FLEET BUSINESS CREDIT CORPORATION,
formerly, SANWA BUSINESS CREDIT
CORPORATION
By: /s/ Cameron Terry
----------------------------------------
Title: Senior Vice President
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SOCIETE GENERALE
By: /s/ Christopher J. Speltz
----------------------------------------
Title: Director, Head of SG-Dallas
SOUTHERN PACIFIC BANK
By: /s/ Sean R. Walker
----------------------------------------
Title: Vice President
CREDIT LYONNAIS ATLANTA AGENCY
By: /s/ David M. Cawrse
----------------------------------------
Title: First Vice President & Manager
COOPERATIEVE CENTRALE RAIFEISEN-
BOERENLEENBANK B.A., "RABOBANK NEDERLAND"
NEW YORK BRANCH
By: /s/ Hans F. Bruekhoven
----------------------------------------
Title: Vice President
By: /s/ Ian Reece
----------------------------------------
Title: Senior Credit Officer
COMMERCIAL LOAN FUNDING TRUST I
By: Lehman Commercial Paper Inc., not in
its individual capacity but solely as
administrative agent
By: /s/ Michelle Swanson
----------------------------------------
Title: Authorized Signatory
CREDIT SUISSE FIRST BOSTON
By: /s/ Barry A. Zamore
----------------------------------------
Title: Vice President
By: /s/ Claire M. McCarthy
----------------------------------------
Title: Managing Director
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THE SAKURA BANK, LTD.
By:
----------------------------------------
Title:
STAR BANK, NATIONAL ASSOCIATION
By: /s/ Mark A. Whitson
----------------------------------------
Title: Vice President
BANK OF HAWAII
By: /s/ Brenda Testerman
----------------------------------------
Title: Vice President
CITIBANK, N.A.
By: /s/ Marjorie Futornick
----------------------------------------
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Robert P. Gallagher, Jr.
----------------------------------------
Title: Vice President
SKANDINAVISKA ENSKILDA BANKEN AB
(PUBL.) NY BRANCH
By:
----------------------------------------
Title:
By:
----------------------------------------
Title:
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THE SUMITOMO BANK, LTD
By: /s/ Svresh S. Tata
----------------------------------------
Title: Senior Vice President
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By:
----------------------------------------
Title:
NATIONAL CITY BANK
By: /s/ Lisa B. Lisi
----------------------------------------
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By: /s/ Dan Dobrjanskyj
----------------------------------------
Title: Assistant Vice President
THE FUJI BANK, LIMITED
By: /s/ Teiji Teramoto
----------------------------------------
Title: Vice President and Manager
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CAISSE DE DEPOT ET PLACEMENT DU
QUEBEC
By: /s/ Louis Lausie
----------------------------------------
Title: Manger
By: /s/ Lucie Rousseau
----------------------------------------
Title: Vice President
KZH PONDVIEW LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
WEBSTER BANK
By: /s/ Juliana B. Dalton
----------------------------------------
Title: Vice President
BANQUE WORMS CAPITAL CORPORATION
By: /s/ Frederick Gamet
----------------------------------------
Title:
By: /s/ Constance De Klerk
----------------------------------------
Title: Senior Vice President
IMPERIAL BANK
By: /s/ Mark Campbell
----------------------------------------
Title: Senior Vice President
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ B. Ross Smead
----------------------------------------
Title: Vice President
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GPSF SECURITIES, INC.
By:
----------------------------------------
Title:
KZH CNC LLC
By: /s/ Virginia Conway
----------------------------------------
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/ Edward D'Ancona
----------------------------------------
Title: Vice President
BANCO ESPIRITO SANTO
By: /s/ Andrew M. Orsen
----------------------------------------
Title: Vice President
By: /s/ Terry R. Hull
----------------------------------------
Title: Senior Vice President
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15
THE CITY NATIONAL BANK
By:
----------------------------------------
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By:
----------------------------------------
Title:
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
VAN KAMPEN CLO I, LIMITED
BY: VAN KAMPEN MANAGEMENT INC.,
as Collateral Manager
By:
----------------------------------------
Title:
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OCTAGON LOAN TRUST
By: OCTAGON CREDIT INVESTORS, as
Manager
By: /s/ Joyce C. Delucca
----------------------------------------
Title: Managing Director
FRANKLIN FLOATING RATE TRUST
By: /s/ Chauncey Lufkin
----------------------------------------
Title: Vice President
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: /s/ David Lerner
----------------------------------------
Title: Authorized Signatory
JACKSON NATIONAL LIFE INSURANCE
COMPANY
By: PPM AMERICA, INC., as attorney in fact
on behalf of Jackson National Life
Insurance Company
By: /s/ Mike King
----------------------------------------
Title: Vice President
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17
ELC (CAYMAN) LTD.
By: /s/ E. Kratzman
----------------------------------------
Title: Managing Director
AMERICAN GENERAL ANNUITY INSURANCE COMPANY,
formerly WESTERN NATIONAL LIFE INSURANCE
COMPANY
By: /s/ C. Scott Inglis
----------------------------------------
Title: Investment Officer
KZH CRESCENT LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
CRESCENT/MACH I PARTNERS, L.P.
By: TCW ASSET MANAGEMENT COMPANY,
as its Investment Manager
By: /s/ Mark L. Gold
----------------------------------------
Title: Managing Director
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PAM CAPITAL FUNDING LP
By: HIGHLAND CAPITAL MANAGEMENT, L.P., as
Collateral Manager
By: /s/ Mark K. Okada CFA
----------------------------------------
Title: Executive Vice President
KZH CYPRESSTREE-1 LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
PAMCO CAYMAN LTD.
By: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By: /s/ Mark K. Okada CFA
----------------------------------------
Title: Executive Vice President
ARCHIMEDES FUNDING, LLC
BY: ING CAPITAL ADVISORS, INC. as
Collateral Manager
By:
----------------------------------------
Title:
19
19
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
BY: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By:
----------------------------------------
Title:
KZH SHOSHONE LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
KZH ING-1 LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
KZH PAMCO LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
PACIFICA PARTNERS I, L.P.
By: IMERIAL CREDIT ASSET MANAGEMENT, as
its Investment Manager
By: /s/ Michael J. Bacevich
----------------------------------------
Title: Senior Vice President
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20
KZH RIVERSIDE LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
PILGRIM AMERICAN HIGH INCOME
INVESTMENTS LTD.
By: PILGRIM INVESTMENTS, INC.,
as its Investment Manager
By: /s/ Michel Prince, CFA
----------------------------------------
Title: Vice President
KZH ING-2 LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
BY: INDOSUEZ CAPITAL LUXEMBOURG, as
Collateral Manager
By: /s/ Melissa Marano
----------------------------------------
Title: Vice President
21
21
DELANO COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC., a
General Partner
By: /s/ Mohan V. Phansalkar
----------------------------------
Title: Senior Vice President
KZH CRESCENT-3 LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
BALANCED HIGH-YIELD FUND I LTD.
By: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch,
as its attorney-in-fact
By: /s/ Dan Dobrjanskyj
----------------------------------------
Title: Assistant Vice President
STATE STREET BANK AND TRUST COMPANY, as
Trustee for GENERAL MOTORS EMPLOYEES GLOBAL
GROUP PENSION TRUST
By: /s/ Michael Connors
----------------------------------------
Title: Assistant Vice President
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INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Melissa Marano
-----------------------------------
Title: Vice President
KZH SOLEIL LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Michel Prince, CFA
----------------------------------------
Title: Vice President
ML CLO XV PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Michel Prince, CFA
----------------------------------------
Title: Vice President
MOUNTAIN CAPITAL CLO I LTD.
By: /s/ Darren P. Riley
----------------------------------------
Title: Director
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23
CERES FINANCE LTD.
By: /s/ David Egglishaw
----------------------------------------
Title: Director
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO I LTD
By: /s/ Ian Wignall
----------------------------------------
Title: Director
BALANCED HIGH-YIELD FUND II LTD.
By: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch,
as its attorney-in-fact
By: /s/ Dan Dobrjanskyj
----------------------------------------
Title: Assistant Vice President
CAPTIVA III FINANCE, LTD.
as advised by, PACIFIC INVESTMENT
MANGAGEMENT COMPANY
By: /s/ David Egglishaw
-------------------------------------
Title: Director
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24
EATON VANCE SENIOR INCOME TRUST
By: EATON VANCE MANAGEMENT, as
Investment Advisor
By: /s/ Payson F. Swaffield
-----------------------------------
Title: Vice President
BLACK DIAMOND CLO 1998-1 LTD
By: /s/ Jim Zinney
----------------------------------------
Title: President
KZH LANGDALE LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
ARCHIMEDES FUNDING II, LTD.
BY: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By:
-------------------------------------
Title:
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25
ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPTIAL MANAGEMENT
L.P., as Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.L.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of
Alliance Capial Management, L.P.
By: /s/ Kenneth G. Ostmann
-------------------------------------
Title: Vice President
BATTERSON PARK CBO
By:
----------------------------------------
Title:
ATHENA CDO, LTD.
By: Pacific Investment Management Company
as its investment advisor
By: PIMCO Management Inc., a general
partner
By: /s/ Mohan V. Phansalkar
-------------------------------------
Title: Senior Vice President
CAPTIVA II FINANCE LTD.
By: /s/ David Egglishaw
----------------------------------------
Title: Director
STRATA FUNDING LTD.
By: /s/ David Egglishaw
----------------------------------------
Title: Director
26
26
ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPTIAL MANAGEMENT
L.P., as Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.L.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of
Alliance Capial Management, L.P.
By: /s/ Kenneth G. Ostmann
-------------------------------------
Title: Vice President
VAN KAMPEN SENIOR FLOATING RATE FUND
By:
----------------------------------------
Title:
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
By: TCW ASSET MANAGMENT COMPANY,
as Attorney-in-Fact
By: /s/ Mark L. Gold
-------------------------------------
Title: Mangaing Director
By: /s/ Justin L. Driscoll
-------------------------------------
Title: Senior Vice President
AMARA 2 - FINANCE LTD
By: /s/ Andrew Ian Wignall
----------------------------------------
Title: Director
ROYALTON COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGMENT INC.,
a General Partner
By: /s/ Mohan V. Phansalkar
----------------------------------
Title: Senior Vice President
27
27
FLOATING RATE PORTFOLIO
By: INVESTCO SENIOR SECURED
MANAGEMENT INC., as attorney in fact
By: /s/ Joseph Rotondo
-------------------------------------
Title: Authorized Signatory
AMARA-1 FINANCE LTD.
By: /s/ Andrew Ian Wignall
----------------------------------------
Title: Director
KISLAK NATIONAL BANK
By: ING CAPITAL ADVISORS LLC., as
Investment Advisor
By: /s/ Michael J. Campbell
-------------------------------------
Title: Senior Vice President
STB DELAWARE FUNDING TRUST I
By: /s/ Donald C. Hargadon
-------------------------------------
Title: Assistant Vice President
STATE STREET BANK AND TRUST COMPANY, as
Trustee for GENERAL MOTORS WELFARE BENEFITS
TRUST
By: /s/ Michael Connors
-------------------------------------
Title: Assistant Vice President
28
28
NORTH AMERICAN SENIOR FLOATING RATE FUND
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By: /s/ Peter K. Merrill
-------------------------------------
Title: Managing Director
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
its Managing Member
By: /s/ Peter K. Merrill
-------------------------------------
Title: Managing Director
CYPRESSTREE INVESTMENT PARTNERS II, LTD
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY,
INC., as Portfolio Manager
By: /s/ Peter K. Merrill
-------------------------------------
Title: Managing Director
KZH III LLC
By: /s/ Virginia Conway
---------------------------------------
Title: Authorized Agent
KZH HIGHLAND-2 LLC
By: /s/ Virginia Conway
---------------------------------------
Title: Authorized Agent
29
29
KZH IV LLC
By: /s/ Virginia Conway
----------------------------------------
Title: Authorized Agent
FIRST UNION NATIONAL BANK
By: /s/ Michael Doherly
----------------------------------------
Title: Sentior Vice President
CYPRESSTREE INVESTMENT FUND, LLC
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC.,
its Managing Member
By: /s/ Peter K. Merrill
---------------------------------------
Title: Managing Director
RABOBANK CANADA
By: /s/ Govert Verstralen
----------------------------------------
Title: Senior Vice President
CREDIT LYONNAIS CANADA
By: /s/ Helen A. Thomas
----------------------------------------
Title: Vice-President, Corporate Banking
By: /s/ David Farmer
----------------------------------------
Title: First Vice-President and Manager,
Central Region
FIRST DOMINION FUNDING II
By: /s/ David Lerner
----------------------------------------
Title: Authorized Signatory
LEHMAN COMMERCIAL PAPER INC.
By: /s/ Michelle Swanson
----------------------------------------
Title: Authorized Signatory
30
30
ACKNOWLEDGEMENT AND CONSENT
The undersigned does hereby acknowledge and consent to the foregoing
Waiver and Amendment. The undersigned does hereby confirm and agree that, after
giving effect to such Waiver and Amendment, the Guarantee and Collateral
Agreement is and shall continue to be in full force and effect and is hereby
confirmed and ratified in all respects.
SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.)
SAFETY-KLEEN CORP. (formerly known as
Laidlaw Environmental Services, Inc.)
SAFETY-KLEEN (PECATONICA), INC.
(formerly known as Laidlaw Environmental
Services of Illinois, Inc.)
GSX CHEMICAL SERVICES OF OHIO, INC.
SAFETY-KLEEN (BDT), INC. (formerly known
as Laidlaw Environmental Services
(BDT), Inc.)
SAFETY-KLEEN (FS), INC. (formerly known as
Laidlaw Environmental Services (FS),
Inc.)
SAFETY-KLEEN (GS), INC. (formerly known as
Laidlaw Environmental Services (GS),
Inc.)
SAFETY-KLEEN (CHATTANOOGA), INC.
(formerly known as Laidlaw Environmental
Services of Chattanooga, Inc.)
SAFETY-KLEEN (WHITE CASTLE), INC.
(formerly known as Laidlaw Environmental
Services of White Castle, Inc.)
SAFETY-KLEEN (CROWLEY), INC. (formerly
known as Laidlaw Environmental Services
(Recovery), Inc.)
SAFETY-KLEEN (TS), INC. (formerly known as
Laidlaw Environmental Services (TS),
Inc.)
SAFETY-KLEEN (WESTMORLAND), INC.
(formerly known as Laidlaw Environmental
Services (Imperial Valley), Inc.)
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.)
31
31
SAFETY-KLEEN (NE), INC.(formerly known as
Laidlaw Environmental Services
(North East), Inc.)
SAFETY-KLEEN (LAPORTE), INC. (formerly
known as Laidlaw Environmental Services
(TES), Inc.)
SAFETY-KLEEN CHEMICAL SERVICES, INC.
(formerly known as Laidlaw 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
32
32
known as Laidlaw Environmental Services
(Wichita), Inc.)
SAFETY-KLEEN (DELAWARE), INC. (formerly
known as Laidlaw Environmental Services
of Delaware, Inc.)
USPCI, INC. OF GEORGIA
SAFETY-KLEEN (SAN JOSE), INC. (formerly
known as Laidlaw Environmental Services
(San Jose), Inc.)
SAFETY-KLEEN (SAWYER), INC. (formerly
known as Laidlaw Environmental Services
(Sawyer), Inc.)
CHEMCLEAR, INC. OF LOS ANGELES
SAFETY-KLEEN (ROSEMOUNT), INC.
(formerly known as Laidlaw Environmental
Services (Rosemount), Inc.)
SAFETY-KLEEN HOLDING'S, INC. (formerly
known as LES Holding's, Inc.)
SAFETY-KLEEN (PPM), INC. (formerly known
as Laidlaw Environmental Services
(Tucker), Inc.)
NINTH STREET PROPERTIES, INC.
SAFETY-KLEEN (MT. PLEASANT), INC.
(formerly known as Laidlaw Environmental
Services (Mt. Pleasant), Inc.)
SAFETY-KLEEN (DEER TRAIL), INC.
(formerly known as Laidlaw Environmental
Services (Deer Trail), Inc.)
SAFETY-KLEEN (MINNEAPOLIS), INC.
(formerly known as Laidlaw Environmental
Services (Minneapolis), Inc.)
SAFETY-KLEEN (LOS ANGELES), INC.
(formerly known as Laidlaw Environmental
Services (Los Angeles), Inc.)
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.)
33
33
SAFETY-KLEEN (TIPTON), INC.
(formerly known as Laidlaw Environmental
Services (Tipton), Inc.)
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.
VIROGROUP, INC. (formerly known as Safety-
Kleen Aviation, Inc.)
SK REAL ESTATE, INC.
SAFETY-KLEEN INTERNATIONAL, INC.
SAFETY-KLEEN OIL RECOVERY CO.
SAFETY-KLEEN OIL SERVICES, INC.
34
34
THE SOLVENTS RECOVERY SERVICE OF
NEW JERSEY, INC.
SK EUROPE, INC.
By: /s/ Paul R. Humphreys
---------------------------------------
Title: Senior Vice President Finance
3E COMPANY ENVIRONMENTAL,
ECOLOGICAL AND ENGINEERING
By: /s/ Paul R. Humphreys
---------------------------------------
Title: Assistant Treasurer
SK INSURANCE COMPANY
By: /s/ Paul R. Humphreys
---------------------------------------
Title: Treasurer
35
35
SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.)
By:
---------------------------------------
Title:
SAFETY-KLEEN (CANADA) LTD. (formerly
known as Laidlaw Environmental Services
(Canada) Ltd.)
By:
---------------------------------------
Title:
TORONTO DOMINION (TEXAS), INC.,
as General Administrative Agent and Lender
By:
---------------------------------------
Title:
THE TORONTO-DOMINION BANK,
as Canadian Administrative Agent
By:
---------------------------------------
Title:
36
36
THE BANK OF NOVA SCOTIA,
as Managing Agent, Co-Documentation Agent
and Lender
By:
---------------------------------------
Title:
THE FIRST NATIONAL BANK OF CHICAGO,
as Managing Agent, Co-Documentation Agent
and Lender
By:
---------------------------------------
Title:
NATIONSBANK, N.A.,
as Syndication Agent, Managing Agent and
Lender
By:
---------------------------------------
Title:
WACHOVIA BANK, N.A.,
as Managing Agent and Lender
By:
---------------------------------------
Title:
THE CIT GROUP/BUSINESS CREDIT, INC.
By:
---------------------------------------
Title:
37
37
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
---------------------------------------
Title:
COMERICA BANK
By:
---------------------------------------
Title:
FLEET NATIONAL BANK
By:
---------------------------------------
Title:
ROYAL BANK OF CANADA
By:
---------------------------------------
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
38
38
HSBC BANK USA (formerly Marine
Midland Bank)
By:
---------------------------------------
Title:
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By:
---------------------------------------
Title:
MITSUBISHI TRUST AND BANKING
CORPORATION
By:
---------------------------------------
Title:
SANWA BUSINESS CREDIT CORPORATION
By:
---------------------------------------
Title:
SOCIETE GENERALE
By:
---------------------------------------
Title:
39
39
SOUTHERN PACIFIC BANK
By:
---------------------------------------
Title:
CREDIT LYONNAIS ATLANTA AGENCY
By:
---------------------------------------
Title:
COOPERATIEVE CENTRALE RAIFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND" NEW YORK BRANCH
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
COMMERCIAL LOAN FUNDING TRUST I
By:
---------------------------------------
Title:
40
40
CREDIT SUISSE FIRST BOSTON
By:
---------------------------------------
Title:
THE SAKURA BANK, LTD.
By:
---------------------------------------
Title:
STAR BANK, NATIONAL ASSOCIATION
By:
---------------------------------------
Title:
BANK OF HAWAII
By:
---------------------------------------
Title:
CITIBANK N.A.
By:
---------------------------------------
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
---------------------------------------
Title:
41
41
SKANDINAVISKA ENSKILDA BANKEN AB
(PUBL.) NY BRANCH
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
THE SUMITOMO BANK, LIMITED
By:
---------------------------------------
Title:
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By:
---------------------------------------
Title:
NATIONAL CITY BANK
By:
---------------------------------------
Title:
BHF-BANK AKTIENGESELLSCHAFT
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
THE FUJI BANK, LTD., NEW YORK
BRANCH
By:
---------------------------------------
Title:
CAISSE DE DEPOT ET PLACEMENT DU
QUEBEC
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
42
42
KZH PONDVIEW LLC
By:
---------------------------------------
Title:
WEBSTER BANK
By:
---------------------------------------
Title:
BANQUE WORMS CAPITAL CORPORATION
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
IMPERIAL BANK
By:
---------------------------------------
Title:
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:
---------------------------------------
Title:
43
43
KZH CNC LLC
By:
---------------------------------------
Title:
SUMMIT BANK
By:
---------------------------------------
Title:
METROPOLITAN LIFE INSURANCE
COMPANY
By:
---------------------------------------
Title:
FIRSTRUST BANK
By:
---------------------------------------
Title:
BANCO ESPIRITO SANTO
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
CITY NATIONAL BANK
By:
---------------------------------------
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By:
---------------------------------------
Title:
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:
---------------------------------------
Title:
44
44
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By:
---------------------------------------
Title:
VAN KAMPEN CLO I, LIMITED
BY: VAN KAMPEN MANAGEMENT INC.,
as Collateral Manager
By:
---------------------------------------
Title:
OCTAGON LOAN TRUST
BY: OCTAGON CREDIT INVESTORS, as
Manager
By:
---------------------------------------
Title:
FRANKLIN FLOATING RATE TRUST
By:
---------------------------------------
Title:
AG CAPITAL FUNDING PARTNERS, L.P.
BY: ANGELO, GORDON & CO., L.P.,
as Investment Advisor
By:
---------------------------------------
Title:
FIRST DOMINION FUNDING I
By:
---------------------------------------
Title:
45
45
JACKSON NATIONAL LIFE INSURANCE
COMPANY
BY: PPM AMERICA, INC., as attorney in fact
on behalf of Jackson National Life
Insurance Company
By:
---------------------------------------
Title:
ELC (CAYMAN) LTD.
By:
---------------------------------------
Title:
WESTERN NATIONAL LIFE INSURANCE
COMPANY
By:
---------------------------------------
Title:
KZH CRESCENT LLC
By:
---------------------------------------
Title:
KZH CRESCENT-2 LLC
By:
---------------------------------------
Title:
46
46
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:
---------------------------------------
Title:
KZH CYPRESSTREE-1 LLC
By:
---------------------------------------
Title:
PAMCO CAYMAN LTD.
BY: HIGHLAND CAPITAL MANAGEMENT,
as Collateral Manager
By:
---------------------------------------
Title:
ARCHIMEDES FUNDING, LLC
BY: ING CAPITAL ADVISORS, INC. as
Collateral Manager
By:
---------------------------------------
Title:
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
BY: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By:
---------------------------------------
Title:
47
47
KZH SHOSHONE LLC
By:
---------------------------------------
Title:
KZH ING-1 LLC
By:
---------------------------------------
Title:
KZH PAMCO LLC
By:
---------------------------------------
Title:
PACIFICA PARTNERS I, L.P.
BY: IMPERIAL CREDIT ASSET
MANAGEMENT, as its Investment Manager
By:
---------------------------------------
Title:
KZH RIVERSIDE LLC
By:
---------------------------------------
Title:
PILGRIM AMERICAN HIGH INCOME
INVESTMENTS LTD.
BY: PILGRIM AMERICA INVESTMENTS, INC.,
as its Investment Manager
By:
---------------------------------------
Title:
48
48
KZH ING-2 LLC
By:
---------------------------------------
Title:
METROPOLITAN LIFE INSURANCE
COMPANY
By:
---------------------------------------
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
BY: INDOSUEZ CAPITAL LUXEMBOURG,
as Collateral Manager
By:
---------------------------------------
Title:
DELANO COMPANY
BY: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC., a
General Partner
By:
---------------------------------------
Title:
KZH CRESCENT-3 LLC
By:
---------------------------------------
Title:
49
49
BALANCED HIGH-YIELD FUND I LTD.
BY: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch,
as its attorney-in-fact
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
STATE STREET BANK AND TRUST
COMPANY, as Trustee for GENERAL
MOTORS EMPLOYEES GLOBAL GROUP
PENSION TRUST
By:
---------------------------------------
Title:
INDOSUEZ CAPITAL FUNDING III, LIMITED
BY: INDOSUEZ CAPITAL LUXEMBOURG,
as Collateral Manager
By:
---------------------------------------
Title:
KZH SOLEIL LLC
By:
---------------------------------------
Title:
50
50
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.
BY: PILGRIM AMERICA INVESTMENTS, INC.,
as its Investment Manager
By:
---------------------------------------
Title:
ML CLO XV PILGRIM AMERICA (CAYMAN)
LTD.
BY: PILGRIM AMERICA INVESTMENTS, INC.,
as its Investment Manager
By:
---------------------------------------
Title:
MOUNTAIN CLO TRUST
By:
---------------------------------------
Title:
CERES FINANCE LTD.
By:
---------------------------------------
Title:
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO I LTD.
By:
---------------------------------------
Title:
51
51
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:
---------------------------------------
Title:
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT, as
Investment Advisor
By:
---------------------------------------
Title:
VAN KAMPEN CLO II, LIMITED
BY: VAN KAMPEN MANAGEMENT INC.,
as Collateral Manager
By:
---------------------------------------
Title:
BLACK DIAMOND CLO 1998-1 LTD.
By:
---------------------------------------
Title:
52
52
KZH LANGDALE LLC
By:
---------------------------------------
Title:
ARCHIMEDES FUNDING II, LTD.
BY: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By:
---------------------------------------
Title:
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:
BATTERSON PARK CBO
By:
---------------------------------------
Title:
ATHENA CDO, LTD.
By:
---------------------------------------
Title:
CAPTIVA II FINANCE LTD.
By:
---------------------------------------
Title:
53
53
STRATA FUNDING LTD.
By:
---------------------------------------
Title:
VAN KAMPEN SENIOR FLOATING
RATE FUND
By:
---------------------------------------
Title:
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
BY: TCW ASSET MANAGEMENT COMPANY,
as Attorney-in-Fact
By:
---------------------------------------
Title:
By:
---------------------------------------
Title:
AMARA-2 FINANCE LTD.
By:
---------------------------------------
Title:
54
54
ROYALTON COMPANY
BY: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC.,
a General Partner
By:
---------------------------------------
Title:
FLOATING RATE PORTFOLIO
BY: INVESCO SENIOR SECURED
MANAGEMENT INC., as attorney in fact
By:
---------------------------------------
Title:
AMARA-1 FINANCE LTD.
By:
---------------------------------------
Title:
KISLAK NATIONAL BANK
BY: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By:
---------------------------------------
Title:
55
55
STB DELAWARE FUNDING TRUST I
By:
---------------------------------------
Title:
NORTH AMERICAN SENIOR. FLOATING
RATE FUND
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By:
---------------------------------------
Title:
CYPRESSTREE INSTITUTIONAL FUND, LLC
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By:
---------------------------------------
Title:
CYPRESSTREE INVESTMENT PARTNERS II,
LTD.
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By:
---------------------------------------
Title:
56
56
STATE STREET BANK AND TRUST
COMPANY, as Trustee for GENERAL
MOTORS WELFARE BENEFITS TRUST
By:
---------------------------------------
Title:
CYPRESSTREE INVESTMENT FUND, LLC
BY: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By:
---------------------------------------
Title:
KZH HOLDING CORPORATION III
(OPPENHEIMER FUND)
By:
---------------------------------------
Title:
KZH HIGHLAND - 2 LLC
By:
---------------------------------------
Title:
KZH IV LLC
By:
---------------------------------------
Title:
57
57
FIRST UNION NATIONAL BANK
By:
---------------------------------------
Title:
RABOBANK CANADA
By:
---------------------------------------
Title:
CREDIT LYONNAIS CANADA
By:
---------------------------------------
Title:
FIRST DOMINION FUNDING II
By:
---------------------------------------
Title:
LEHMAN COMMERCIAL PAPER INC.
By:
---------------------------------------
Title: