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Previous: SAFETY KLEEN CORP/, 10-Q, EX-4.M, 2000-07-18 |
Next: SAFETY KLEEN CORP/, 10-Q, EX-4.O, 2000-07-18 |
DEFERRAL AND FORBEARANCE AGREEMENT
DEFERRAL AND FORBEARANCE AGREEMENT (this "AGREEMENT"), dated as of
April 7, 2000, to the Amended and Restated Credit Agreement, dated as of April
3, 1998 (as amended, supplemented or otherwise modified prior to the date
hereof, the "CREDIT AGREEMENT"), among SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.), a Delaware corporation (the "Company"), SAFETY-KLEEN LTD.
(successor to Safety-Kleen (Canada) Ltd., which was formerly known as Laidlaw
Environmental Services (Canada) Ltd.), a Canadian corporation and a wholly owned
subsidiary of the Company (together with the Company, the "BORROWERS"), the
several banks and other financial institutions or entities from time to time
parties thereto (the "LENDERS"), TORONTO DOMINION (TEXAS), INC., as general
administrative agent (in such capacity, the "GENERAL ADMINISTRATIVE AGENT "),
THE TORONTO-DOMINION BANK, as Canadian administrative agent, TD SECURITIES (USA)
INC., as advisor to the Borrowers and arranger of the commitments described in
the Credit Agreement, THE BANK OF NOVA SCOTIA, BANK OF AMERICA (formerly known
as Nationsbank, N.A.), THE FIRST NATIONAL BANK OF CHICAGO and WACHOVIA BANK,
N.A., as managing agents, THE BANK OF NOVA SCOTIA and THE FIRST NATIONAL BANK OF
CHICAGO, as co-documentation agent, and BANK OF AMERICA (formerly known as
Nationsbank, N.A.), as syndication agent.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Events of Default have occurred and are continuing under the
Credit Agreement;
WHEREAS, the Borrowers are presently experiencing difficulty
maintaining sufficient cash balances to meet the ongoing expenses of operations
and required capital expenditures;
WHEREAS, to assist the Borrowers in meeting such expenses, the
Borrowers have requested that the Administrative Agents and the Lenders agree to
defer certain interest payments under the Credit Agreement and to forbear from
exercising collection rights and remedies on account of the failure to make such
payments; and
WHEREAS, the Administrative Agents and the Lenders have agreed to such
deferral 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:
093110-0154-08133-A046AF7N-AMD
<PAGE>
2
1. DEFINED TERMS. Unless otherwise defined herein, all capitalized
terms used herein shall have the meanings given to them in the Credit Agreement.
2. DEFERRAL OF TIME FOR PAYMENT OF INTEREST. Subject to the conditions
to effectiveness herein, each Lender agrees and each of the Administrative
Agents agrees that during the period (the "Deferral Period") commencing on the
date hereof and ending on the earlier of (i) May 30, 2000 or (ii) the date on
which the Deferral Period terminates in accordance with the terms hereof upon
the occurrence of a Termination Event (the "Termination Date"), such Lender and
such Administrative Agent will extend until the Termination Date the date for
payment to such Lender or Administrative Agent of any interest that has come due
on or before the date hereof, and any interest that would have become due in
accordance with the terms of the Credit Agreement but for giving effect to this
Agreement.
3. FORBEARANCE. Subject to the conditions to effectiveness herein, the
Administrative Agents and the Lenders signatory hereto agree to forbear, during
the Deferral Period, from the exercise of any collection rights or remedies
under the Credit Agreement, the Notes and the other Loan Documents (including,
without limitation, the right to accelerate the Obligations) in respect of
Defaults or Events of Default arising as a result of the failure to pay interest
that has come due on or before the date hereof, or that would have become due in
accordance with the terms of the Credit Agreement but for giving effect to this
Agreement.
4. TERMINATION EVENTS. Notwithstanding anything contained herein to the
contrary, upon
(i) the occurrence of any Default or Event of Default not
specifically enumerated in Schedule 1 hereto, other than the failure
during the Deferral Period to observe or perform the covenants
contained in Sections 9.1, 9.2 and 10.1 of the Credit Agreement and
other than any Default or Event of Default arising from the failure to
pay interest during the Deferral Period on the 9-1/4% Senior Notes due
2009 of Holdings;
(ii) the payment by any Loan Party of principal, interest or
other amounts in respect of Indebtedness other than (x) Indebtedness
under the Credit Agreement and (y) the repayment of up to $10,300,000
in principal amount of Indebtedness, plus accrued interest, fees and
expenses thereon, secured by Liens on the real property of the Company
(or a Subsidiary of the Company) located in Elgin, Illinois upon the
receipt by the Company of the proceeds of the sale of such property;
(iii) the payment of any funds as a dividend, loan or
otherwise by any Loan Party to Holdings the proceeds of which are to be
used for of principal, interest or other amounts in respect of
Indebtedness;
(iv) the failure of any Loan Party to comply with any of the
terms hereof, including without limitation the agreements contained in
Section 5;
<PAGE>
3
(v) any representation or warranty herein shall be untrue or
incorrect in any material respect;
(vi) any holder or trustee for such holder or holders of
Indebtedness in excess of $25,000,000 shall accelerate such
Indebtedness or institute legal proceedings to collect or enforce such
Indebtedness; or
(vii) the payment by any Loan Party of more than $1,000,000 in
settlement or satisfaction of any litigation without the consent of the
General Administrative Agent;
(any such event, a "Termination Event") then and in such event (a) the Deferral
Period shall terminate immediately and without further notice or action by any
Administrative Agent or Lender, (b) all interest which was due and payable as of
the date hereof and all interest that would have become due and payable but for
the Deferral Period shall be immediately due and payable, without further grace
period and (c) each Administrative Agent and Lender may exercise all rights and
remedies available to it under the Loan Documents in respect of nonpayment of
such interest, provided that any Termination Event may be waived and rescinded
by the Required Lenders, which waiver and rescission shall be binding on all
Lenders and Administrative Agents.
5. COVENANTS. (a) No later than April 21, 2000, the Loan Parties shall
deliver to the General Administrative Agent an opinion of counsel to the Loan
Parties, in form and substance satisfactory to the General Administrative Agent
and its counsel, covering the matters set forth in Sections 6(a) through 6(c)
hereof.
(b) During the Deferral Period, each Loan Party shall (i)
cooperate with and assist the General Administrative Agent in
connection with its investigation as to such Loan Party's financial
condition, including providing its advisors with all requested
nonprivileged information and access to all books and records, (ii) not
open or maintain any bank or brokerage accounts except those in
existence as of the date hereof, which shall be enumerated in a list to
be delivered to the General Administrative Agent on or before April
17,2000, and (iii) manage its business to conserve cash to the greatest
extent practicable, consistent with Requirements of Law and subject to
its officers' and directors' good faith business judgment.
(c) If the Loan Parties reasonably determine at any time or
from time to time during the Deferral Period that they have funds
available in addition to those necessary to meet their operating needs
during the Deferral Period, consistent with their obligations under
Section 5(b)(iii) hereof, they will promptly pay such additional funds
to the Lenders on account of the interest being deferred hereunder.
<PAGE>
4
(d) From and including the date each interest payment would
have been due but for this Agreement, until paid in full (as well after
as before judgment), such interest payment shall bear interest at the
rate which is 2% above the rate applicable under the Credit Agreement
to Base Rate Loans. (e) On April 14, 2000, in addition to the amounts
required under Section 7(iii) hereof, the Company shall pay to the
General Administrative Agent $500,000 to be applied against the
invoiced fees and expenses from time to time of the legal, financial
and other advisors to the General Administrative Agent and the informal
steering committee of Lenders, which payment shall be nonrefundable. No
later than the last Business Day of each of the next six weeks during
the Deferral Period, commencing the week ended April 21, 2000, the
Company shall pay to the General Administrative Agent $250,000 to be
applied against the invoiced fees and expenses from time to time of the
legal, financial and other advisors to the General Administrative Agent
and the informal steering committee of Lenders, which payment shall be
nonrefundable.
6. REPRESENTATIONS AND WARRANTIES. Each Loan Party represents
and warrants to the General Administrative Agent and the Lenders as
follows:
(a) EXISTENCE; COMPLIANCE WITH LAW. Each Loan Party (i) is
duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, except where the failure to be in
good standing would not have a Material Adverse Effect, (ii) has the
power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged and (iii) is duly
qualified as a foreign corporation and in good standing under the laws
of each jurisdiction where its ownership, lease or operation of
property or the conduct of its business requires such qualification,
except where the failure to be so qualified or in good standing would
not have a Material Adverse Effect.
(b) CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.
Each Loan Party has the power and authority, and the legal right, to
make, deliver and perform this Agreement. Each Loan Party has taken all
necessary organizational action to authorize the execution, delivery
and performance of this Agreement. No consent or authorization of,
filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection
with the execution, delivery, performance, validity or enforceability
of this Agreement This Agreement has been duly executed by each Loan
Party and constitutes, a legal, valid and binding obligation of each
Loan Party, enforceable against such Loan Party in accordance with its
terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
equitable principles (whether enforcement is sought by proceedings in
equity or at law).
(c) NO LEGAL BAR. The execution, delivery and performance of
this Agreement will not violate any Requirement of Law or any
Contractual Obligation of the Company or any of its Subsidiaries and
will not result in, or require, the creation or imposition of any Lien
on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation.
<PAGE>
5
(d) VALID DEBTS AND LIENS. Each Loan Party is truly and justly
indebted in accordance with the terms of the Loan Documents to the
Lenders, without defense, counterclaim or offset of any kind, in
respect of the Loans and other Extensions of Credit made by the Lenders
to the Borrowers pursuant to the Credit Agreement and the guarantees
executed and delivered in respect of the Loans and other Extensions of
Credit and (ii) the Loans and Extensions of Credit are secured by
valid, perfected, enforceable, first-priority (subject to Permitted
Liens) liens and security interests granted by the applicable Loan
Parties to the General Administrative Agent, for the ratable benefit of
the Lenders, upon and in the Collateral.
(e) NO OTHER DEFAULTS. As of the date hereof, after giving
effect to the provisions hereof, there are no Defaults or Events of
Default that have occurred and are continuing, except as listed on
Schedule 1 hereto.
7. CONDITIONS TO EFFECTIVENESS. This Agreement shall become
effective as of the date first above written when (i) each of the General
Administrative Agent, the Borrowers, the Required Lenders (in the case of all
provisions other than Section 2) and each Lender (in the case of Section 2 only)
to whom interest is due prior to May 30, 2000 on account of its Loans (as
reflected in the records of the General Administrative Agent) shall have
executed and delivered this Agreement, (ii) each Guarantor shall have
acknowledged and agreed to this Agreement, and (iii) the General Administrative
Agent shall have received from the Company payment of all fees and expenses
payable under the Loan Documents which shall have been invoiced to the Borrowers
on or before the date hereof.
8. CONTINUING EFFECTS. Except as expressly waived or amended hereby,
the Credit Agreement shall continue to be in full force and effect in accordance
with its terms.
9. NO WAIVER; RESERVATION OF RIGHTS. This Deferral Agreement does not
constitute a waiver of any Defaults or Events of Default in existence as of the
date hereof, or which may occur during the Deferral Period. The deferral of
Interest Payment Dates and forbearance by the Administrative Agents and the
Lenders with respect to the nonpayment of interest during the Deferral Period
shall not constitute a waiver of any other rights or remedies of the
Administrative Agents and the Lenders in respect of other Defaults or Events of
Default or any other obligations of the Loan Parties. All such rights and
remedies are fully reserved by the Administrative Agents and the Lenders.
10. EXPENSES. The Company agrees to pay and reimburse the General
Administrative Agent and the informal steering committee of Lenders for all of
their respective reasonable out-of-pocket costs and expenses incurred in
connection with the negotiation, preparation, execution, and delivery of this
Agreement, including the reasonable fees and expenses of counsel and financial
advisors.
11. COUNTERPARTS. This Agreement 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.
<PAGE>
6
12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
13. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS, THE GUARANTORS, THE
ADMINISTRATIVE AGENTS AND THE LENDERS IRREVOCABLY AND UNCONDITIONALLY WAIVES
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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/ John G. McGregor
------------------------------
Name: John G. McGregor
Title: Chief Financial Officer
SAFETY-KLEEN LTD. (successor to Safety-Kleen
Services (Canada) Ltd., which was formerly
known as Laidlaw Environmental Services
(Canada) Ltd.)
By: /s/ John G. McGregor
------------------------------
Name:
Title:
TORONTO DOMINION (TEXAS), INC.,
as General Administrative Agent and Lender
By: /s/ Jano Mott
-------------------
Name: Jano Mott
Title: Vice President
THE TORONTO-DOMINION BANK,
as Canadian Administrative Agent
By: /s/ Wayne M. Shiplo
------------------------------
Name: Wayne M. Shiplo
Title: Manager, Syndicated Loans - Agency
<PAGE>
7
TD SECURITIES (USA) INC., as Arranger
By:
------------------------------
Name:
Title:
THE TORONTO-DOMINION BANK, as a Lender
By: /s/ Parin Kanji
------------------------------
Name: Parin Kanji
Title: Assistant Manager
THE BANK OF NOVA SCOTIA, as Managing
Agent, Co-Documentation Agent and Lender
By: /s/ D. N. Gillespie
-------------------
Name: D. N. Gillespie
Title: Managing Director
BANK ONE, N.A. F/K/A
THE FIRST NATIONAL BANK OF CHICAGO,
as Managing Agent, Co-Documentation Agent
and Lender
By: /s/ Richard Babcock
------------------------------
Name: Richard Babcock
Title: Vice President
BANK OF AMERICA (formerly known as
Nationsbank, N.A.), as Syndication Agent,
Managing Agent and Lender
By: /s/ F. A. Zagar
------------------------------
Name: F. A. Zagar
Title: Managing Director
WACHOVIA BANK, N.A., as Managing Agent
and Lender
By: /s/ Donald E. Sellers, Jr.
------------------------------
Name: Donald E. Sellers, Jr.
Title: Vice President
<PAGE>
8
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Mark J. Long
------------------------------
Name: Mark J. Long
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Karl Kieffer
------------------------------
Name: Karl Kieffer
Title: Duly Authorized Signatory
COMERICA BANK
By: /s/ D Persons
------------------------------
Name: Darlene Persons
Title: Vice President
FLEET NATIONAL BANK
By: /s/ Thomas D. Opie
------------------------------
Name: Thomas D. Opie
Title: VP
ROYAL BANK OF CANADA
By: /s/ N. G. Millar
------------------------------
Name: N. G. Millar
Title: Senior Manager
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Sean Mounier
------------------------------
Name: Sean Mounier
Title: First Vice President
By: /s/ Brian O'Leary
------------------------------
Name: Brian O'Leary
Title: Vice Presiddent
<PAGE>
9
HSBC BANK USA (formerly Marine Midland
Bank)
By: /s/ Kevin J. Ayers
------------------------------
Name: Kevin J. Ayers
Title: Vice President
THE LONG-TERM CREDIT BANK OF JAPAN,
LTD.
By:
------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Toshihiro Hayashi
------------------------------
Name: Toshihiro Hayashi
Title: Senior Vice President
FLEET BUSINESS CREDIT CORPORATION
(formerly Sanwa Business Credit Corporation)
By: /s/ Fred N. Manning
------------------------------
Name: Fred N. Manning
Title: Authorized Officer
SOCIETE GENERALE
By: /s/ Robert Petersen
------------------------------
Name: Robert Petersen
Title: Director
SOUTHERN PACIFIC BANK
By: Mun Young Kim
------------------------------
Name: Mun Young Kim
Title: Vice President
<PAGE>
10
CREDIT LYONNAIS ATLANTA AGENCY
By:
------------------------------
Name:
Title:
COOPERATIEVE CENTRALE RAIFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND" NEW YORK BRANCH
By: /s/ W. Jeffrey Vollack
------------------------------
Name: W. Jeffrey Vollack
Title: Senior Credit Officer
Senior Vice President
By: /s/ Alistair B. Turnbull
------------------------------
Name: Alistair B. Turnbull
Title: Vice President
COMMERCIAL LOAN FUNDING TRUST I
By: Lehman Commercial Paper Inc., not in its
individual capacity but solely as
administrative agent
By: /s/ Michele Swanson
------------------------------
Name: Michele Swanson
Title: Authorized Signatory
CREDIT SUISSE FIRST BOSTON
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
<PAGE>
11
THE SAKURA BANK, LTD.
By:
------------------------------
Name:
Title:
FIRSTAR BANK, N.A.
FKA STAR BANK, NATIONAL ASSOCIATION
By: /s/ Mark E. Storer
------------------------------
Name: Mark E. Storer
Title: Vice President
BANK OF HAWAII
By: /s/ Patricia Rohlfing
------------------------------
Name: Patricia Rohlfing
Title: Vice President
Subject to the April 12, 2000 CITIBANK, N.A.
Shearman & Sterling Cover
Letter
By: /s/ J. Robert Cotton
------------------------------
Name: J. Robert Cotton
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Robert P. Gallagher
Name: Robert P. Gallagher
Title: Vice President
SKANDINAVISKA ENSKILDA BANKEN AB
(PUBL.) NY BRANCH
By:
------------------------------
Name:
Title:
<PAGE>
12
THE SUMITOMO BANK, LTD
By: /s/ Suresh S. Tata
------------------------------
Name: Suresh S. Tata
Title: Senior Vice President
THE SUMITOMO TRUST & BANKING CO.,
LTD., NEW YORK BRANCH
By:
------------------------------
Name:
Title:
NATIONAL CITY BANK
By: /s/ Lisa B. Lisi
------------------------------
Name: Lisa B. Lisi
Title: Vice President
BHF-BANK AKTIENGESELLSCHAFT
By:
------------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By: /s/ John D. Doyle
------------------------------
Name: John D. Doyle
Title: Vice President & Manager
CAISSE DE DEPOT ET PLACEMENT DU
QUEBEC
By: /s/ Louis Lavoie
------------------------------
Name: Louis Lavoie
Title: Manager
By: /s/ Lucie Rousseau
------------------------------
Name: Lucie Rousseau
Title: Vice-President
<PAGE>
13
KZH PONDVIEW LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
WEBSTER BANK
By: /s/ Paul T. Savino
------------------------------
Name: Paul T. Savino
Title: Vice President
BANQUE WORMS CAPITAL CORPORATION
By: /s/ Michele N. (illegible)
------------------------------
Name: Michele N. (illegible)
Title: Vice President & General Counsel
By: /s/ Anne Edith Bodin
------------------------------
Name: Anne Edith Bodin
Title: Credit Analyst
IMPERIAL BANK
By: /s/ R. Vadalma
------------------------------
Name: R. Vadalma
Title: Senior Managing Director
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:
------------------------------
Name:
Title:
GPSF SECURITIES, INC.
By: /s/ Anne Kennelly Kratry
------------------------------
Name: Anne Kennelly Kratry
Title: Manager-Operations
<PAGE>
14
KZH CNC LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
SUMMIT BANK
By: /s/ James B. Kurdek
------------------------------
Name: James B. Kurdek
Title: Senior Vice President
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ Jacqueline D. Jenkins
------------------------------
Name: Jacqueline D. Jenkins
Title: Director
FIRSTRUST BANK
By: /s/ Kent Nelson
------------------------------
Name: Kent Nelson
Title: VP
BANCO ESPIRITO SANTO
By: /s/ Andrew M. Orsen
------------------------------
Name: Andrew M. Orsen
Title: Vice President
By: /s/ Terry R. Hull
------------------------------
Name: Terry R. Hull
Title: Senior Vice President
THE CITY NATIONAL BANK
By: /s/ C. R. Heatherly
-------------------
Name: C. R. Heatherly
Title: Vice President
15
<PAGE>
VAN KAMPEN PRIME RATE INCOME TRUST
By: Van Kampen Investment Advisory Corp.
By: /s/ Douglas J. Smith
------------------------------
Name: Douglas J. Smith
Title: Vice President
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:
------------------------------
Name:
Title:
VAN KAMPEN CLO II, LIMITED
By: VAN KAMPEN
MANAGEMENT INC.,
as Collateral Manager
By: /s/ Douglas J. Smith
------------------------------
Name: Douglas J. Smith
Title: Vice President
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /s/ Payson F. Swaffield
------------------------------
Name: Payson F. Swaffield
Title: Vice President
<PAGE>
16
VAN KAMPEN CLO I, LIMITED
BY: VAN KAMPEN MANAGEMENT INC.,
as Collateral Manager
By: /s/ Douglas J. Smith
------------------------------
Name: Douglas J. Smith
Title: Vice President
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC
As sub-investment manager
By: /s/ Michael B. Nechamkin
------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LLC
By: Octagon Credit Investors, LLC
as Portfolio Manager
By: /s/ Michael B. Nechamkin
------------------------------
Name: Michael B. Nechamkin
Title: Portfolio Manager
FRANKLIN FLOATING RATE TRUST
By:
------------------------------
Name:
Title:
AG CAPITAL FUNDING PARTNERS, L.P.
By: ANGELO, GORDON & CO., L.P.,
as Investment Advisor
By:
------------------------------
Name:
Title:
<PAGE>
17
FIRST DOMINION FUNDING I
By: /s/ Andrew H. Marshak
------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
JACKSON NATIONAL LIFE INSURANCE
COMPANY
By: PPM AMERICA, INC., as attorney in fact on
behalf of Jackson National Life Insurance
Company
By: /s/ John Walding
------------------------------
Name: John Walding
Title: Managing Director
ELC (CAYMAN) LTD.
By: /s/ Joseph H. Towell
------------------------------
Name: Joseph H. Towell
Title: Senior Vice President
AMERICAN GENERAL ANNUITY
INSURANCE COMPANY, formerly WESTERN
NATIONAL LIFE INSURANCE COMPANY
By: /s/ C. Scott Hollis
------------------------------
Name: C. Scott Hollis
Title: Investment Officer
KZH CRESCENT LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
KZH CRESCENT-2 LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
<PAGE>
18
CRESCENT/MACH I PARTNERS, L.P.
By: TCW ASSET MANAGEMENT COMPANY,
as its Investment Manager
By: /s/ Mark L. Gold
------------------------------
Name: Mark L. Gold
Title: Managing Director
PAM CAPITAL FUNDING LP
By: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By:
------------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By: /s/ Peter Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
PAMCO CAYMAN LTD.
By: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By:
------------------------------
Name:
Title:
ARCHIMEDES FUNDING, LLC
By: ING CAPITAL ADVISORS, INC. as
Collateral Manager
By: /s/ Kurt Wegleitner
------------------------------
Name: Kurt Wegleitner
Title: Vice President &
Portfolio Manager
<PAGE>
19
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By: /s/ Kurt Wegleitner
Name: Kurt Wegleitner
Title: Vice President &
Portfolio Manager
KZH SHOSHONE LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
KZH ING-1 LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
PACIFICA PARTNERS I, L.P.
By: IMPERIAL CREDIT ASSET
MANAGEMENT, as its Investment Manager
By: /s/ Tom Colwell
------------------------------
Name: Tom Colwell
Title: VP
KZH RIVERSIDE LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
<PAGE>
20
PILGRIM AMERICAN HIGH INCOME
INVESTMENTS LTD.
By: PILGRIM INVESTMENTS, INC.,
as its Investment Manager
By: /s/ Michel Prince
------------------------------
Name: Michel Prince, CFA
Title: Vice President
KZH ING-2 LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
BY: INDOSUEZ CAPITAL LUXEMBOURG, as
Collateral Manager
By: /s/ Melissa Marano
------------------------------
Name: Melissa Marano
Title: Vice President
DELANO COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC., a General
Partner
By:
------------------------------
Name:
Title:
KZH CRESCENT-3 LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
<PAGE>
21
BALANCED HIGH-YIELD FUND I LTD.
By: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch, as its
attorney-in-fact
By:
------------------------------
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, as Trustee for GENERAL
MOTORS EMPLOYEES GLOBAL GROUP
PENSION TRUST
By: /s/ Adam Antonik
------------------------------
Name: Adam Antonik
Title: Assistant Secretary
INDOSUEZ CAPITAL FUNDING III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By: /s/ Melissa Marano
------------------------------
Name: Melissa Marano
Title: Vice President
KZH SOLEIL LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Michel Prince
------------------------------
Name: Michel Prince, CFA
Title: Vice President
<PAGE>
22
MLCLO XV PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Michel Prince
------------------------------
Name: Michel Prince, CFA
Title: Vice President
MOUNTAIN CAPITAL CLO I LTD.
By: /s/ Darren P. Riley
------------------------------
Name: Darren P. Riley
Title: Director
CERES FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.,
as Sub-Managing Agent
By: /s/ Gregory Stoeckle
------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
OASIS COLLATERALIZED HIGH INCOME
PORTFOLIO I LTD
By: INVESCO Senior Secured Management, Inc.,
as Sub-Advisor
By: /s/ Gregory Stoeckle
------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
BALANCED HIGH-YIELD FUND II LTD.
By: BHF-BANK AKTIENGESELLSCHAFT
acting through its New York Branch, as its
attorney-in-fact
By:
------------------------------
Name:
Title:
<PAGE>
23
CAPTIVA III FINANCE, LTD. as advised by,
PACIFIC INVESTMENT MANAGAGEMENT
COMPANY
By:
------------------------------
Name:
Title:
EATON VANCE SENIOR INCOME TRUST
By: EATON VANCE MANAGEMENT, as
Investment Advisor
By:
------------------------------
Name:
Title:
BLACK DIAMOND CLO 1998-1 LTD
By: /s/ John H. Cullinane
------------------------------
Name: John H. Cullinane
Title: Director
KZH LANGDALE LLC
By: /s/ Peter Chin
------------------------------
Name: Peter Chin
Title: Authorized Agent
ARCHIMEDES FUNDING II, LTD.
BY: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By: /s/ Kurt Wegleitner
------------------------------
Name: Kurt Wegleitner
Title: Vice President &
Porfolio Manager
<PAGE>
24
ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
L.P., as Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.L.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of Alliance
Capital Management, L.P.
By: /s/ Katalin E. Kutasi
------------------------------
Name: Katalin E. Kutasi
Title: Senior Vice President
BATTERSON PARK CBO I
By: /s/ Chip Clark
------------------------------
Name: Chip Clark
Title: V.P., Gen Re-New England
Asset Management as
Collateral Manager for
Battersen Park CBO
ATHENA CDO, LTD.
By: Pacific Investment Management Company as
its investment advisor
By: PIMCO Management Inc., a general partner
By:
------------------------------
Name:
Title:
CAPTIVA II FINANCE LTD.
By: /s/ David Dyer
------------------------------
Name: David Dyer
Title: Director
<PAGE>
25
STRATA FUNDING LTD.
By: INVESCO Senior Secured Management, Inc.,
as Sub-Managing Agent
By: /s/ Gregory Stoeckle
------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
ALLIANCE CAPITAL FUNDING, L.L.C.
By: ALLIANCE CAPITAL MANAGEMENT
L.P., as Manager on behalf of ALLIANCE
CAPITAL FUNDING, L.L.L.
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, General Partner of Alliance
Capital Management, L.P.
By:
------------------------------
Name:
Title:
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management,
Inc., as Portfolio Advisor
By: /s/ Gregory Stoeckle
------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
VAN KAMPEN SENIOR FLOATING RATE
FUND
By: Van Kampen Investment Advisory Corp.
By: /s/ Douglas J. Smith
------------------------------
Name: Douglas J. Smith
Title: Vice President
<PAGE>
26
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
By: TCW ASSET MANAGEMENT COMPANY,
as Attorney-in-Fact
By: /s/ Mark L. Gold
------------------------------
Name: Mark L. Gold
Title: Managing Director
By: /s/ Richard F. Kurth
------------------------------
Name: Richard F. Kurth
Title: Vice President
AMARA 2 - FINANCE LTD
By: INVESCO Senior Secured Management,
Inc., as Sub-Advisor
By: /s/ Gregory Stoeckle
------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
ROYALTON COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC.,
a General Partner
By:
------------------------------
Name:
Title:
FLOATING RATE PORTFOLIO
By: INVESCO SENIOR SECURED
MANAGEMENT INC., as attorney in fact
By: /s/ Gregory Stoeckle
Name: Gregory Stoeckle
Title: Authorized Signatory
<PAGE>
27
AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Advisor
By: /s/ Gregory Stoeckle
------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
KISLAK NATIONAL BANK
By: ING CAPITAL ADVISORS LLC., as
Investment Advisor
By:
------------------------------
Name:
Title:
STB DELAWARE FUNDING TRUST I
By: /s/ Donald C. Hargadon
------------------------------
Name: Donald C. Hargadon
Title: Assistant Vice President
STATE STREET BANK AND TRUST
COMPANY, as Trustee for GENERAL
MOTORS WELFARE BENEFITS TRUST
By:
------------------------------
Name:
Title:
NORTH AMERICAN SENIOR FLOATING RATE
FUND
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By: /s/ Jonathan D. Sharkey
------------------------------
Name: Jonathan D. Sharkey
Title: Principal
<PAGE>
28
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By: /s/ Jonathan D. Sharkey
------------------------------
Name: Jonathan D. Sharkey
Title: Principal
CYPRESSTREE INVESTMENT PARTNERS II,
LTD
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By: /s/ Jonathan D. Sharkey
------------------------------
Name: Jonathan D. Sharkey
Title: Principal
KZH III LLC
By:
------------------------------
Name:
Title:
KZH HIGHLAND-2 LLC
By:
------------------------------
Name:
Title:
KZH IV LLC
By:
------------------------------
Name:
Title:
<PAGE>
29
FIRST UNION NATIONAL BANK
By: /s/ Helen F. Wessling
Name: Helen F. Wessling
Title: SVP/Director
CYPRESSTREE INVESTMENT FUND, LLC
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By: /s/ Jonathan D. Sharkey
------------------------------
Name: Jonathan D. Sharkey
Title: Principal
RABOBANK CANADA
By:
------------------------------
Name:
Title:
CREDIT LYONNAIS CANADA
By:
------------------------------
Name:
Title:
By:
------------------------------
Name:
Title:
FIRST DOMINION FUNDING II
By: /s/ Andrew H. Marshak
------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
<PAGE>
30
FIRST DOMINION FUNDING III
By: /s/ Andrew H. Marshak
------------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
LEHMAN COMMERCIAL PAPER INC.
By:
------------------------------
Name:
Title:
NOMURA BOND & LOAN FUND
By: NOMURA CORPORATE RESEARCH
AND ASSET MANAGEMENT INC.
AS
INVESTMENT ADVISER
By: /s/ Richard W. Stewart
------------------------------
Name: Richard W. Stewart
Title: Director
BLACK DIAMOND INTERNATIONAL FUNDING LTD.
By: /s/ David Dyer
------------------------------
Name: David Dyer
Title: Director
INDOSUEZ CAPITAL FUNDING IV, L.P.
By: INDOSUEZ CAPITAL., as
Portfolio Manager
By: /s/ Melissa Marano
------------------------------
Name: Melissa Marano
Title: Vice President
<PAGE>
31
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management,
Inc., as Sub-Managing Agent
By: /s/ Gregory Stoeckle
------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
TRITON CDO IV, LIMITED
By: INVESCO Senior Secured Management,
Inc., as Investment Advisor
By: /s/ Gregory Stoeckle
------------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
PALOMINO FUND LTD.
By: /s/ (Illegible) Goldstein
------------------------------
Name: (Illegible) Goldstein
Title: Chief Financial Officer
OLYMPIC FUNDING TRUST, SERIES 1999-1
By: /s/ Kelly C. Walker
Name: Kelly C. Walker
Title: Authorized Agent
PPM SPYGLASS FUNDING TRUST
By: /s/ Kelly C. Walker
------------------------------
Name: Kelly C. Walker
Title: Authorized Agent
WINGED FOOT FUNDING TRUST
By: /s/ Kelly C. Walker
------------------------------
Name: Kelly C. Walker
Title: Authorized Agent
<PAGE>
32
GOLDMAN SACHS CREDIT PARTNERS L.P.
By: /s/ Mark Denatale
------------------------------
Name: Mark Denatale
Title: Authorized Signatory
VAN KAMPEN CLO II
By:
------------------------------
Name:
Title:
ATHENA CDO, LIMITED
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC.,
a General Partner
By: /s/ Mohan V. Phansalkar
------------------------------
Name: Mohan V. Phansalkar
Title: Senior Vice President
TRIGON HEALTHCARE INC.
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor, acting
through the Bank of New York in the
Nominee Name of Hare & Co.
By: PIMCO MANAGEMENT INC.,
a General Partner
By: /s/ Mohan V. Phansalkar
------------------------------
Name: Mohan V. Phansalkar
Title: Senior Vice President
<PAGE>
33
CAPTIVA III FINANCE LTD.
As advised by Pacific Investment Management
Company.
BY: /s/ David Dyer
------------------------------
Name: David Dyer
Title: Director
CAPTIVA IV FINANCE LTD.
As advised by Pacific Investment Management
Company.
BY: /s/ David Dyer
------------------------------
Name: David Dyer
Title: Director
STOCKS PLUS LP SUBFUND B
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor, acting
through Investors Fiduciary Trust in the
Nominee Name of IFTCO
By: PIMCO MANAGEMENT INC.,
a General Partner
By: /s/ Mohan V. Phansalkar
------------------------------
Name: Mohan V. Phansalkar
Title: Senior Vice President
DELANO COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC.,
a General Partner
By: /s/ Mohan V. Phansalkar
------------------------------
Name: Mohan V. Phansalkar
Title: Senior Vice President
ROYALTON COMPANY
By: PACIFIC INVESTMENT MANAGEMENT
COMPANY, as its Investment Advisor
By: PIMCO MANAGEMENT INC.,
a General Partner
By: /s/ Mohan V. Phansalkar
------------------------------
Name: Mohan V. Phansalkar
Title: Senior Vice President
<PAGE>
34
HAPOALIM B.M.
By: /s/ Azarya Resslar
------------------------------
Name: Azarya Resslar
Title: SVP & Branch Manager
BAYERISCHE HYPO- UND VEREINSBANK
AG, NEW YORK BRANCH
By: /s/ Timothy L. Harrod
------------------------------
Name: Timothy L. Harrod
Title: Director
By: /s/ John P. McMahan
------------------------------
Name: John P. McMahan
Title: Associate Director
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
By: APPALOOSA MANAGEMENT L.P.,
a General Partner
By: APPALOOSA PARTNERS INC.,
a General Partner
By: /s/ (Illegible) Goldstein
------------------------------
Name: (Illegible) Goldstein
Title: Chief Financial Officer
<PAGE>
35
Zematt CBO, LTD.
By: /s/ James Duplessie
------------------------------
Name: James Duplessie
Title: Executive Director
UBS AG, New York Branch
SEQUILS I, LTD.
By: TCW ADVISORS, INC., as its Collateral
Manager
By: /s/ Mark L. Gold
------------------------------
Name: Mark L. Gold
Title: Managing Director
By: /s/ Richard Furth
------------------------------
Name: Richard F. Kurth
Title: Vice President
ARCHIMEDES FUNDING III, LTD.
BY: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By: /s/ Kurt Wegleitner
------------------------------
Name: Kurt Wegleitner
Title: Vice President &
Porfolio Manager
SEQUILS-ING I (HBDGM), LTD.
BY: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By: /s/ Kurt Wegleitner
Name: Kurt Wegleitner
Title: Vice President &
Porfolio Manager
<PAGE>
36
Monument Capital Ltd., as Assignee
By: Alliance Capital Management L. P., as
Investment Manager
By: Alliance Capital Management Corporation, as
General Partner
By: /s/ Kenneth G. Ostmann
------------------------------
Name: Kenneth G. Ostmann
Title: Vice President
PILGRIM CLO 1999-I LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Charles E. LeMieux
------------------------------
Name: Charles E. LeMieux, CFA
Title: Assistant Vice President
Oak Mountain Limited, as Assignee
By: Alliance Capital Management L. P.,
as Investment Manager
By: Alliance Capital Management Corporation, as
General Partner
By: /s/ Kenneth G. Ostmann
------------------------------
Name: Kenneth G. Ostmann
Title: Vice President
GALAXY CLO 1999-1, LTD
By: /s/ Steven B. Staver
------------------------------
Name: Steven B. Staver
Title: Authorized Agent
DLJ CAPITAL FUNDING, INC.
By: (illegible signature)
------------------------------
Name:
Title:
<PAGE>
37
Cypress Tree Senior Floating Rate Fund
By: Cypress Tree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Jonathan D. Sharkey
------------------------------
Name: Jonathan D. Sharkey
Title: Principal
Cypress Tree Investment Partners I, Ltd.
By: Cypress Tree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Jonathan D. Sharkey
------------------------------
Name: Jonathan D. Sharkey
Title: Principal
Cypress Tree Management Company, Inc.
As: Attorney-in-Fact and on Behalf of First
Allmerica Financial Life Insurance Company as
Portfolio
Manager
By: /s/ Jonathan D. Sharkey
------------------------------
Name: Jonathan D. Sharkey
Title: Principal
TEXTRON FINANCIAL CORP.
By: /s/ R. Rodney Weaver
------------------------------
Name: R. Rodney Weaver
Title: Vice President
Balanced High-Yield Fund II LTD.
By: BHF (USA) Capital Corporation
As Attorney-In-Fact
By: /s/ Dana L. McDougall
------------------------------
Name: Dana L. McDougall
Title: Vice President
By: /s/ Richard Cameron
------------------------------
Name: Richard Cameron
Title: Vice President
<PAGE>
38
Balanced High-Yield Fund I LTD.
By: BHF (USA) Capital Corporation
As Attorney-In-Fact
By: /s/ Dana L. McDougall
------------------------------
Name: Dana L. McDougall
Title: Vice President
By: /s/ Richard Cameron
------------------------------
Name: Richard Cameron
Title: Vice President
BHF (USA) Capital Corporation
By: /s/ Dana L. McDougall
------------------------------
Name: Dana L. McDougall
Title: Vice President
By: /s/ Richard Cameron
------------------------------
Name: Richard Cameron
Title: Vice President
KEMPER FLOATING RATE FUND
By: /s/ Mark E. Wittnebel
------------------------------
Name: Mark E. Wittnebel
Title: Senior Vice President
SENIOR HIGH INCOME PORTFOLIO, INC.
By: /s/ Joseph Moroney
------------------------------
Joseph Moroney
Authorized Signatory
MERRILL LYNCH GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P.
As Investment Advisor
By: /s/ Joseph Moroney
------------------------------
Joseph Moroney
Authorized Signatory
<PAGE>
39
MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.
By: /s/ Joseph Moroney
------------------------------
Joseph Moroney
Authorized Signatory
<PAGE>
ACKNOWLEDGMENT AND CONSENT
The undersigned does hereby acknowledge and consent to the foregoing
Agreement. The undersigned does hereby confirm and agree that, after giving
effect to such Agreement, the Guarantee and Collateral Agreement or the Canadian
Collateral Documents as the case may be are and shall continue to be in full
force and effect and are hereby confirmed and ratified in all respects.
SAFETY-KLEEN CORP. (formerly known as
Laidlaw Environmental Services, Inc.)
By:/s/ John G. McGregor
-------------------------------
Name:
Title:
SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.)
SAFETY-KLEEN (PECATONICA), INC.
(formerly known as Laidlaw Environmental
Services of Illinois, Inc.)
GSX CHEMICAL SERVICES OF OHIO, INC.
SAFETY-KLEEN (BDT), INC. (formerly known
as Laidlaw Environmental Services (BDT),
Inc.)
SAFETY-KLEEN (FS), INC. (formerly known as
Laidlaw Environmental Services (FS), Inc.)
SAFETY-KLEEN (GS), INC. (formerly known as
Laidlaw Environmental Services (GS), Inc.)
SAFETY-KLEEN (CHATTANOOGA), INC.
(formerly known as Laidlaw Environmental
Services of Chattanooga, Inc.)
SAFETY-KLEEN (WHITE CASTLE), INC.
(formerly known as Laidlaw Environmental
Services of White Castle, Inc.)
SAFETY-KLEEN (CROWLEY), INC. (formerly
known as Laidlaw Environmental Services
(Recovery), Inc.)
SAFETY-KLEEN (TS), INC. (formerly known as
Laidlaw Environmental Services (TS), Inc.)
SAFETY-KLEEN (WESTMORLAND), INC.
(formerly known as Laidlaw Environmental
Services (Imperial Valley), Inc.)
<PAGE>
2
SAFETY-KLEEN (BUTTONWILLOW), INC.
(formerly known as Laidlaw Environmental
Services (Lokern), Inc.)
SAFETY-KLEEN (CALIFORNIA), INC.
(formerly known as Laidlaw Environmental
of California, Inc.)
SAFETY-KLEEN (PINEWOOD), INC.(formerly
known as Laidlaw Environmental Services of
South Carolina, Inc.)
SAFETY-KLEEN (NE), INC.(formerly known as
Laidlaw Environmental Services
(North East), Inc.)
SAFETY-KLEEN (LAPORTE), INC. (formerly
known as Laidlaw Environmental Services
(TES), Inc.)
SAFETY-KLEEN CHEMICAL SERVICES, INC.
(formerly known as Laidlaw Chemical Services,
Inc.)
SAFETY-KLEEN (ROEBUCK), INC.(formerly
known as Laidlaw Environmental Services
(TOC), Inc.)
SAFETY-KLEEN (TG), INC. (formerly known as
Laidlaw Environmental Services (TG), Inc.)
SAFETY-KLEEN (ALTAIR), INC. (formerly
known as Laidlaw Environmental Services
(Altair), Inc.)
SAFETY-KLEEN (WT), INC. (formerly known as
Laidlaw Environmental Services (WT), Inc.)
SAFETY-KLEEN (BARTOW), INC. (formerly
known as Laidlaw Environmental Services of
Bartow, Inc.)
SAFETY-KLEEN (COLFAX), INC. (formerly
known as Laidlaw Environmental Services
(Thermal Treatment), Inc.)
LEMC, INC.
SAFETY-KLEEN OSCO HOLDINGS, INC.
(formerly known as Laidlaw OSCO Holdings,
Inc.)
SAFETY-KLEEN (NASHVILLE), INC. (formerly
known as Laidlaw Environmental Services of
Nashville, Inc.)
SAFETY-KLEEN (CLIVE), INC. (formerly
known as Laidlaw Environmental Services
(Clive), Inc.)
<PAGE>
3
SAFETY-KLEEN (LONE AND GRASSY
MOUNTAIN), INC. (formerly known as
Laidlaw Environmental Services
(Lone and Grassy Mountain), Inc.)
SAFETY-KLEEN (TULSA), INC. (formerly
known as Laidlaw Environmental Services
(Tulsa), Inc.)
SAFETY-KLEEN (SAN ANTONIO), INC.
(formerly known as Laidlaw Environmental
Services (San Antonio), Inc.)
SAFETY-KLEEN (WICHITA), INC. (formerly
known as Laidlaw Environmental Services
(Wichita), Inc.)
SAFETY-KLEEN (DELAWARE), INC. (formerly
known as Laidlaw Environmental Services of
Delaware, Inc.)
USPCI, INC. OF GEORGIA
SAFETY-KLEEN (SAN JOSE), INC. (formerly
known as Laidlaw Environmental Services
(San Jose), Inc.)
SAFETY-KLEEN (SAWYER), INC. (formerly
known as Laidlaw Environmental Services
(Sawyer), Inc.)
CHEMCLEAR, INC. OF LOS ANGELES
SAFETY-KLEEN (ROSEMOUNT), INC.
(formerly known as Laidlaw Environmental
Services (Rosemount), Inc.)
SAFETY-KLEEN HOLDING'S, INC. (formerly
known as LES Holding's, Inc.)
SAFETY-KLEEN (PPM), INC. (formerly known
as Laidlaw Environmental Services (Tucker),
Inc.)
NINTH STREET PROPERTIES, INC.
SAFETY-KLEEN (MT. PLEASANT), INC.
(formerly known as Laidlaw Environmental
Services (Mt. Pleasant), Inc.)
SAFETY-KLEEN (DEER TRAIL), INC.
(formerly known as Laidlaw Environmental
Services (Deer Trail), Inc.)
SAFETY-KLEEN (MINNEAPOLIS), INC.
(formerly known as Laidlaw Environmental
Services (Minneapolis), Inc.)
SAFETY-KLEEN (LOS ANGELES), INC.
(formerly known as Laidlaw Environmental
Services (Los Angeles), Inc.)
<PAGE>
4
SAFETY-KLEEN (BATON ROUGE), INC.
(formerly known as Laidlaw Environmental
Services (Baton Rouge), Inc.)
SAFETY-KLEEN (PLAQUEMINE), INC.
(formerly known as Laidlaw Environmental
Services (Plaquemine), Inc.)
SAFETY-KLEEN (BRIDGEPORT), INC.
(formerly known as Laidlaw Environmental
Services (Bridgeport), Inc.)
SAFETY-KLEEN (DEER PARK), INC. (formerly
known as Laidlaw Environmental Services
(Deer Park), Inc.)
SAFETY-KLEEN (TIPTON), INC.
(formerly known as Laidlaw Environmental
Services (Tipton), Inc.)
SAFETY-KLEEN (SUSSEX), INC. (formerly
known as Laidlaw Environmental Services
(Sussex), Inc.)
SAFETY-KLEEN (GLOUCESTER), INC.
(formerly known as Laidlaw Environmental
Services (Gloucester), Inc.)
SAFETY-KLEEN (CUSTOM TRANSPORT),
INC. (formerly known as Laidlaw Environmental
Services (Custom Transport), Inc.)
SAFETY-KLEEN (ARAGONITE), INC. (formerly
known as Laidlaw Environmental Services
(Aragonite), Inc.)
SAFETY-KLEEN (PUERTO RICO), INC.
(formerly known as Laidlaw Environmental
Services (Puerto Rico), Inc.)
SAFETY-KLEEN SYSTEMS, INC. (formerly
known as Safety-Kleen Corp.)
DIRT MAGNET, INC.
THE MIDWAY GAS & OIL CO.
ELGINT CORP.
SAFETY-KLEEN ENVIROSYSTEMS
COMPANY
SAFETY-KLEEN ENVIROSYSTEMS
COMPANY OF PUERTO RICO, INC.
PETROCON, INC.
PHILLIPS ACQUISITION CORP.
SAFETY-KLEEN (CONSULTING), Inc. (formerly
known as Virogroup, Inc., which was formerly
known as Safety-Kleen Aviation, Inc.)
SK REAL ESTATE, INC.
<PAGE>
5
SAFETY-KLEEN INTERNATIONAL, INC.
SAFETY-KLEEN OIL RECOVERY CO.
SAFETY-KLEEN OIL SERVICES, INC.
THE SOLVENTS RECOVERY SERVICE OF
NEW JERSEY, INC.
By:/s/ John G. McGregor
------------------------------
Name:
Title:
3E COMPANY ENVIRONMENTAL,
ECOLOGICAL AND ENGINEERING
By:/s/ John G. McGregor
------------------------------
Name:
Title:
SK INSURANCE COMPANY
By:/s/ John G. McGregor
------------------------------
Name:
Title:
SK EUROPE, INC.
By:/s/ John G. McGregor
------------------------------
Name:
Title:
<PAGE>
6
SAFETY-KLEEN (ENCOTEC), INC. (formerly
known as Laidlaw Environmental, Inc.)
By:/s/ John G. McGregor
------------------------------
Name:
Title:
SAFETY-KLEEN CANADA INC.
By:/s/ John G. McGregor
------------------------------
Name:
Title:
SAFETY-KLEEN SERVICES (QUEBEC) LTD.
By:/s/ John G. McGregor
------------------------------
Name:
Title:
SAFETY-KLEEN SERVICES (MERCIER) LTD.
By:/s/ John G. McGregor
------------------------------
Name:
Title:
S-K D'INCINERATION, INC.
By:/s/ John G. McGregor
------------------------------
Name:
Title:
1197296 ONTARIO LIMITED
By:/s/ John G. McGregor
------------------------------
Name:
Title:
<PAGE>
SCHEDULE 1
PENDING DEFAULTS AND EVENTS OF DEFAULT
AS OF APRIL 7, 2000
1. Events of Default under Article 11(b) of the Credit Agreement
arising from representations and warranties concerning financial
information being incorrect in material respects when made or deemed
made in the Credit Agreement or in certificates, documents,
financial or other statements delivered from time to time
thereunder.
2. Events of Default under Article 11(c) of the Credit Agreement
arising from the failure to perform or observe at various times the
financial covenants contained in Section 10.1 thereof.
3. Events of Default arising under Article 11(d) of the Credit
Agreement arising from the failure to observe or perform the
covenants contained in Section 9.1 and 9.2 of the Credit Agreement
calling for the delivery of financial statements that are complete
and correct in all material respects and conform to GAAP applied
consistently throughout the periods reflected therein and with prior
periods except as approved by independent certified public
accountants.
4 Default arising from the failure to pay a certain amount of interest
on the Revolving Credit Loans that was due on the date set forth
above.
<PAGE>
SCHEDULE 2
EXISTING BANK AND BROKERAGE ACCOUNTS
[TO BE SUPPLIED BY THE BORROWER]
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