STB DRAFT 7/30/01
SIXTH WAIVER dated as of September __, 2001 (this "Waiver"), to the
------
Amended and Restated Debtor in Possession Credit Agreement, initially dated as
of June 11, 2000, amended and restated as of July 19, 2000 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement")
----------------
among SAFETY-KLEEN SERVICES, INC., a Delaware corporation (the "Borrower"), the
--------
financial institutions or entities from time to time parties to this Agreement
(the "Lenders"), THE TORONTO-DOMINION BANK, HOUSTON AGENCY, as letter of credit
-------
issuing bank (the "Issuing Lender"), TORONTO DOMINION (TEXAS), INC., as
---------------
administrative agent (the "General Administrative Agent"), and THE CIT
------------------------------
GROUP/BUSINESS CREDIT, INC. ("CIT"), as collateral agent and underwriter (the
---
"Collateral Agent"; collectively with the General Administrative Agent, the
-----------------
"Underwriters").
------------
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Borrower has requested that the General Administrative
Agent and the Lenders agree to waive certain provisions of the Credit Agreement
upon the terms and subject to the conditions set forth herein; and
WHEREAS, the General Administrative Agent and the Lenders have agreed
to such waivers 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 and in the Credit Agreement, the parties hereto
hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, all
--------------
capitalized terms used herein shall have the meanings given to them in the
Credit Agreement.
2. Waiver. The Required Lenders hereby waive any Default or Event
------
of Default arising by virtue of the Debtors' failure to satisfy the requirements
of (i) Section 7.11 and (ii) Section 9(p); provided, that such waiver shall
--------
expire on October 15, 2001.
3. Representations and Warranties. After giving effect to this
--------------------------------
Waiver, the Borrower hereby represents and warrants that all of the
representations and warranties contained in the Credit Agreement are true and
correct in all material respects as of the date hereof (unless stated to relate
to a specific earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date) and
that no Default or Event of Default has occurred and is continuing.
4. Expenses. The Borrower 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, including the reasonable fees and expenses of counsel.
5. Effectiveness. This Waiver shall become effective on the date
-------------
upon which the General Administrative Agent shall have received counterparts
hereof duly executed by the Borrower and the Required Lenders.
6. Continuing Effects. Except as expressly waived or amended
-------------------
hereby, the Credit Agreement shall continue to be and shall remain in full force
and effect in accordance with its terms.
7. Counterparts. This Waiver may be executed by the parties
------------
hereto on one or more counterparts, and all of such counterparts shall be deemed
to constitute one and the same instrument. This Waiver may be delivered by
facsimile transmission of the relevant signature pages hereof.
8. GOVERNING LAW. THIS WAIVER 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 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.
By: _________________________________________
Name:
Title:
TORONTO DOMINION (TEXAS), INC.,
as General Administrative Agent, Underwriter
and Lender
By: _________________________________________
Name:
Title:
THE TORONTO-DOMINION BANK,
HOUSTON AGENCY
as Issuing Lender
By: _________________________________________
Name:
Title:
THE CIT GROUP/BUSINESS CREDIT, INC.,
as Collateral Agent, Underwriter and Lender
By: _________________________________________
Name:
Title:
GSCP Recovery, Inc.
By: _________________________________________
Name:
Title:
GSC Recovery II, L.P.
By: _________________________________________
Name:
Title:
BANK ONE, NA
By: _________________________________________
Name:
Title:
GOLDMAN SACHS CREDIT PARTNERS, L.P.
By: _________________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By Boston Management and Research, as Advisor
By: _________________________________________
Name:
Title: