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FOURTH AMENDMENT
FOURTH AMENDMENT (this "AMENDMENT"), dated as of March 13,
2000, to 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 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, the Borrowers have requested that the Administrative
Agents and the Lenders agree to amend certain provisions of the Credit Agreement
upon the terms and subject to the conditions set forth herein; and
WHEREAS, the Administrative Agents and the Lenders have agreed
to such amendments only upon the terms and subject to the conditions set forth
herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and in the Credit Agreement and the
Supplement, 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. Amendment to Section 10.2. Section 10.2 of the Credit
----------------------------
Agreement is hereby amended by adding at the end thereof the following new
paragraph:
(k) Indebtedness incurred on or after March 13, 2000
represented by loans (which may be secured by Liens permitted by
Section 10.3(m)) in an aggregate principal amount not exceeding
$20,000,000.
093110-0154-01964-A03AFJN9-WAI
<PAGE>
2
3. Amendment to Section 10.3. Section 10.3 of the Credit
----------------------------
Agreement is hereby amended by adding at the end thereof the following new
paragraph:
(m) Liens on real property of the Company or a Subsidiary of
the Company located in Elgin, Illinois, and on other unencumbered
assets of the Company and its Subsidiaries, in each case securing
Indebtedness permitted by Section 10.2(k).
4. Amendment to Section 10.6. Section 10.6 of the Credit
----------------------------
Agreement is hereby amended by adding at the end thereof the following new
paragraph:
(h) the sale or other Disposition of assets subject to the
Liens permitted by Section 10.3(m), provided that the Net Cash Proceeds
of such sale or other Disposition shall be applied in accordance with
this Agreement.
5. Conditions to Effectiveness. This Amendment shall become
----------------------------
effective as of the date first above written when (i) each of the Required
Lenders, the General Administrative Agent and the Borrowers shall have executed
and delivered this Amendment and (ii) each Guarantor shall have acknowledged and
agreed to this Amendment.
6. Continuing Effects. Except as expressly waived or amended
-------------------
hereby, the Credit Agreement and the Supplement shall continue to be and shall
remain in full force and effect in accordance with their respective terms.
7. 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 Amendment, including the reasonable fees and expenses of
counsel.
8. Counterparts. This Amendment may be executed on any number
------------
of separate counterparts and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
9. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
--------------
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
<PAGE>
3
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.
SAFETY-KLEEN SERVICES, INC. (formerly
known as LES, Inc.)
By: /s/ Henry H. Taylor
-----------------------------
Name: Henry H. Taylor
Title: Secretary
SAFETY-KLEEN (CANADA) LTD. (formerly
known as Laidlaw Environmental Services
(Canada) Ltd.)
By: /s/ Henry H. Taylor
-----------------------------
Name: Henry H. Taylor
Title: Secretary
TORONTO DOMINION (TEXAS), INC., as
General Administrative Agent and Lender
By: /s/ Warren Finlay
-----------------------------
Name: Warren Finlay
Title: President
THE TORONTO-DOMINION BANK,
as Canadian Administrative Agent
By:
-----------------------------
Name:
Title:
THE TORONTO-DOMINION BANK, as a Lender
By: /s/ Warren Finlay
-----------------------------
Name: Warren Finlay
Title: President
<PAGE>
4
TD SECURITIES (USA) INC., as Arranger
By:
-----------------------------
Name:
Title:
THE BANK OF NOVA SCOTIA, as Managing
Agent, Co-Documentation Agent and Lender
By: /s/ William E. Zarrett
-----------------------
Name: William E. Zarrett
Title: Managing Director
THE FIRST NATIONAL BANK OF CHICAGO,
n/k/a BankOne, NA, 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/ Richard M. Starke
-----------------------------
Name: Richard M. Starke
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
THE CIT GROUP/BUSINESS CREDIT, INC.
By:
-----------------------------
Name:
Title:
<PAGE>
5
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Karl Kieffer
-----------------------------
Name: Karl Kieffer
Title: Duly Authorized Signatory
COMERICA BANK
By:
-----------------------------
Name:
Title:
FLEET NATIONAL BANK
By: /s/ T. D. Opie
---------------------------
Name: Thomas D. Opie
Title: VP
ROYAL BANK OF CANADA
By:
Name:
Title:
CREDIT INDUSTRIEL ET COMMERCIAL
By: /s/ Brian O'Leary
-----------------------------
Name: Brian O'Leary
Title: Vice President
By: /s/ Anthony Rock
-----------------------------
Name: Anthony Rock
Title: Vice President
<PAGE>
6
HSBC BANK USA (formerly Marine Midland
Bank)
By: /s/ Stephen V. Proctor
----------------------
Name: Stephen V. Proctor
Title: Authorized Signatory
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:
-----------------------------
Name:
Title:
SOCIETE GENERALE
By: /s/ Robert Petersen
-----------------------------
Name: Robert Petersen
Title: Director
SOUTHERN PACIFIC BANK
By::
-----------------------------
Name:
Title:
<PAGE>
7
CREDIT LYONNAIS ATLANTA AGENCY
By:
-----------------------------
Name:
Title:
COOPERATIEVE CENTRALE RAIFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND" NEW YORK BRANCH
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
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:
THE SAKURA BANK, LTD.
By:
-----------------------------
Name:
Title:
<PAGE>
8
FIRSTAR BANK, N.A.
By: /s/ Mark A. Whitson
-------------------
Name: Mark A. Whitson
Title: Vice President
BANK OF HAWAII
By:
-----------------------------
Name:
Title: t
CITIBANK, N.A.
By: /s/
----------------------------
Name:
Title:
THE DAI-ICHI KANGYO BANK, LTD.
By:
-----------------------------
Name:
Title
SKANDINAVISKA ENSKILDA BANKEN AS
(PUBL.) NY BRANCH
By:
-----------------------------
Name:
Title
THE SUMITOMO BANK, LTD.
By:
-----------------------------
Name:
Title:
<PAGE>
9
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/ Luis Lavoie
-----------------------------
Name: Louis Lavoie
Title: Vice President
By: /s/ Lucie Rousseau
-----------------------------
Name: Lucie Rousseau
Title: Vice-President
<PAGE>
10
KZH PONDVIEW LLC
By: /s/ Susan Lee
-----------------------------
Name: Susan Lee
Title: Authorized Agent
WEBSTER BANK
By:
-----------------------------
Name:
Title:
BANQUE WORMS CAPITAL CORPORATION
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
IMPERIAL BANK
By: /s/ Ray Vadalma
-----------------------------
Name: Ray Vadalma
Title: Senior Managing Director
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By:
-----------------------------
Name:
Title:
GPSF SECURITIES, INC.
By:
-----------------------------
Name:
Title:
<PAGE>
11
KZH CNC LLC
By: /s/ Susan Lee
-----------------------------
Name: Susan Lee
Title: Authorized Agent
SUMMIT BANK
By:
-----------------------------
Name:
Title:
METROPOLITAN LIFE INSURANCE
COMPANY
By: /s/ James R. Dingler
-----------------------------
Name: James R. Dingler
Title: Director
FIRST TRUST BANK
By:
-----------------------------
Name:
Title:
BANCO ESPIRITO SANTO
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
THE CITY NATIONAL BANK
By:
-----------------------------
Name:
Title:
<PAGE>
12
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: /s/ William H. Bohnsack
-----------------------------
Name: William H. Bohnsack, Jr.
Title: V.P.
SENIOR DEBT PORTFOLIO
By: BOSTON MANAGEMENT AND
RESEARCH, as Investment Advisor
By: /s/ Payson F. Swaffield
-----------------------------
Name: Payson F. Swaffield
Title: Vice President
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
<PAGE>
13
OCTAGON LOAN TRUST
By: OCTAGON CREDIT INVESTORS, as
Manager
By:
-----------------------------
Name:
Title:
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:
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:
-----------------------------
Name:
Title:
<PAGE>
14
ELC (CAYMAN) LTD.
By:
-----------------------------
Name:
Title:
AMERICAN GENERAL ANNUITY
INSURANCE COMPANY, formerly
WESTERN NATIONAL LIFE
INSURANCE COMPANY
By:
-----------------------------
Name:
Title:
KZH CRESCENT LLC
By:
-----------------------------
Name:
Title:
KZH CRESCENT-2 LLC
By:
-----------------------------
Name:
Title:
CRESCENT/MACH I PARTNERS, L.P.
By: TCW ASSET MANAGEMENT
COMPANY, as its Investment Manager
By:
-----------------------------
Name:
Title:
<PAGE>
15
PAM CAPITAL FUNDING LP
By: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By:
-----------------------------
Name:
Title:
KZH CYPRESSTREE-1 LLC
By:
-----------------------------
Name:
Title:
PAMCO CAYMAN LTD.
By: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By:
-----------------------------
Name:
Title:
ARCHIMEDES FUNDING, LLC
By: ING CAPITAL ADVISORS, LLC. as
Collateral Manager
By: /s/ Michael J. Campbell
------------------------
Name: Michael J. Campbell
Title: Senior Vice President &
Portfolio Manager
<PAGE>
16
ING HIGH INCOME PRINCIPAL
PRESERVATION FUND HOLDINGS, LDC
By: ING CAPITAL ADVISORS, INC., as
Investment Advisor
By:
-----------------------------
Name:
Title:
KZH SHOSHONE LLC
By: /s/ Susan Lee
-----------------------------
Name: Susan Lee
Title: Authorized Agent
KZH ING-1 LLC
By:
-----------------------------
Name:
Title:
KZH PAMCO LLC
By:
-----------------------------
Name:
Title:
PACIFICA PARTNERS I, L.P.
By: IMPERIAL CREDIT ASSET
MANAGEMENT, as its Investment Manager
By: /s/ Tom Colwell
-----------------------------
Name: Tom Colwell
Title: VP
<PAGE>
17
KZH RIVERSIDE LLC
By:
-----------------------------
Name:
Title:
PILGRIM AMERICAN HIGH INCOME
INVESTMENTS LTD.
By: PILGRIM INVESTMENTS, INC.,
as its Investment Manager
By: /s/ Charles E. LeMieux
-----------------------------
Name: Charles E. LeMieux, CFA
Title: Assistant Vice President
KZH ING-2 LLC
By:
-----------------------------
Name:
Title:
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: Indosuez Capital as Portfolio
Advisor
By: /s/ Melissa Marano
-----------------------------
Name: Melissa Marano
Title: Vice President
INDOSUEZ CAPITAL FUNDING IIA, LIMITED
By: INDOSUEZ CAPITAL LUXEMBOURG, a
Collateral Manager
By:
-----------------------------
Name:
Title:
<PAGE>
18
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
KZH CRESCENT-3 LLC
By:
-----------------------------
Name:
Title:
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:
-----------------------------
Name:
Title:
<PAGE>
19
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: ----------------------------
Name:
Title:
ML CLO XII PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Charles E. LeMieux
-----------------------------
Name: Charles E. LeMieux, CFA
Title: Assistant Vice President
MLCLO XV PILGRIM AMERICA (CAYMAN)
LTD.
By: PILGRIM INVESTMENTS, INC., as its
Investment Manager
By: /s/ Charles E. LeMieux
-----------------------
Name: Charles E. LeMieux, CFA
Title: Assistant Vice President
MOUNTAIN CAPITAL CLO I LTD.
By: /s/ Darren P. Riley
-----------------------------
Name: Darren P. Riley
Title: Director
<PAGE>
20
CERES FINANCE LTD.
By: ---------------------------
Name:
Title:
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:
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:
<PAGE>
21
BLACK DIAMOND CLO 1998-1 LTD
By:
-----------------------------
Name:
Title:
KZH LANGDALE LLC
By: /s/ Susan Lee
-----------------------------
Name: Susan Lee
Title: Authorized Agent
ARCHIMEDES FUNDING II, LTD.
By: ING CAPITAL ADVISORS, INC., as
Collateral Manager
By: /s/ Michael J. Campbell
-----------------------------
Name: Michael J. Campbell
Title: Senior Vice President &
Portfolio Manager
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:
<PAGE>
22
BATTERSON PARK CBO I
By: General Re-New England Asset Management,
Inc., as Collateral Manager
By: /s/ Theodore M. Haag
-----------------------------
Name: Theodore M. Haag
Title: V.P.
ATHENA CDO, LTD.
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
CAPTIVA II FINANCE LTD.
By:
-----------------------------
Name:
Title:
STRATA FUNDING LTD.
By:
-----------------------------
Name:
Title:
<PAGE>
23
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:
VAN KAMPEN SENIOR FLOATING RATE
FUND
By: Van Kampen Investment Advisory Corp.
By: /s/ Douglas J. Smith
-----------------------------
Name: Douglas J. Smith
Title: Vice President
CONTINENTAL ASSURANCE COMPANY
SEPARATE ACCOUNT (E)
By: TCW ASSET MANAGEMENT COMPANY,
as Attorney-in-Fact
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
<PAGE>
24
AMARA 2 - FINANCE LTD
By: INVESCO Senior Secured Management,
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: /s/ Mohan V. Phansalkar
-----------------------------
Name: Mohan V. Phansalkar
Title: Senior Vice President
FLOATING RATE PORTFOLIO
By: INVESCO Senior Secured
Management Inc., as attorney in fact
By: /s/ Gregory Stoeckle
-----------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
AMARA-1 FINANCE LTD.
By: INVESCO Senior Secured Management
Inc., as Sub-Advisor
By: /s/ Gregory Stoeckle
-----------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<PAGE>
25
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:
-----------------------------
Name:
Title:
<PAGE>
26
CYPRESSTREE INSTITUTIONAL FUND, LLC
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By:
-----------------------------
Name:
Title:
CYPRESSTREE INVESTMENT PARTNERS II,
LTD
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., as
Portfolio Manager
By:
-----------------------------
Name:
Title:
KZH III LLC
By:
-----------------------------
Name:
Title:
North American 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 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
<PAGE>
27
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 Investment Fund LLC
By: Cypress Tree Investment Management
Company, Inc. as its Managing Member
By: /s/ Jonathan D. Sharkey
-----------------------------
Name: Jonathan D. Sharkey
Title: Principal
Cypress Tree Institutional Fund, LLC
By: Cypress Tree Investment Management
Company, Inc. as its Managing Member
By: /s/ Jonathan D. Sharkey
-----------------------------
Name: Jonathan D. Sharkey
Title: Principal
Cypress Tree Investment 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
Cypress Tree Investment Partners II, Ltd.
By: Cypress Tree Investment Management
Company, Inc. as Portfolio Manager
By: /s/ Jonathan D. Sharkey
-------------------------
Name: Jonathan D. Sharkey
Title: Principal
<PAGE>
28
KZH HIGHLAND-2 LLC
By:
-----------------------------
Name:
Title:
KZH IV LLC
By:
-----------------------------
Name:
Title:
FIRST UNION NATIONAL BANK
By:
-----------------------------
Name:
Title:
CYPRESSTREE INVESTMENT FUND, LLC
By: CYPRESSTREE INVESTMENT
MANAGEMENT COMPANY, INC., its
Managing Member
By:
-----------------------------
Name:
Title:
RABOBANK CANADA
By:
-----------------------------
Name:
Title:
<PAGE>
29
CREDIT LYONNAIS CANADA
By:
-----------------------------
Name:
Title:
By:
-----------------------------
Name:
Title:
FIRST DOMINION FUNDING III
By: /s/ Andrew H. Marshak
-----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
FIRST DOMINION FUNDING II
By: /s/ Andrew H. Marshak
-----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
LEHMAN COMMERCIAL PAPER INC.
By:
-----------------------------
Name:
Title:
VAN KAMPEN CLO II, LIMITED
By: VAN KAMPOEN MANAGEMENT INC.,
as Collateral Manager
By: /s/ Douglas J. Smith
-----------------------------
Name: Douglas J. Smith
Title: Vice President
<PAGE>
30
ARIES FINANCE LIMITED
By: INVESCO Senior Secured
Management Inc., as Sub-Managing Agent
By: /s/ Gregory Stoeckle
-----------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
AVALON CAPITAL LTD.
By: INVESCO Senior Secured
Management Inc., as Portfolio Advisor
By: /s/ Gregory Stoeckle
-----------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
STRATA FUNDING LTD.
By: INVESCO Senior Secured Management Inc.,
as Sub-Managing Agent
By: /s/ Gregory Stoeckle
-----------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
CERES FINANCE LTD.
By: INVESCO Senior Secured Management,
Inc. as Sub-Managing Agent
By: /s/ Gregory Stoeckle
-----------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
<PAGE>
31
TRITON CDO IV, LIMITED
By: INVESCO Senior Secured Management Inc.,
as Investment Advisor
By: /s/ Gregory Stoeckle
-----------------------------
Name: Gregory Stoeckle
Title: Authorized Signatory
KEMPER FLOATING RATE FUND
By: /s/ Mark E. Wittnebel
-----------------------------
Name: Mark E. Wittnebel
Title: Senior Vice President
Indosuez Capital Funding IV, L.P.
By: Indosuez Capital, as Portfolio Advisor
By: /s/ Melissa Marano
-----------------------------
Name: Melissa Marano
Title: Vice President
BHF (USA) CAPITAL CORPORATION
By: /s/ Richard Cameron
-----------------------------
Name: Richard Cameron
Title: Associate
By: /s/ Dana L. McDougall
----------------------
Name: Dana L. McDougall
Title: Vice President
<PAGE>
32
Balanced High-Yeld Fund I LTD.
By: BHF (USA) Capital Corporation,
as Attorney-In-Fact
By: /s/ Richard Cameron
-----------------------------
Name: Richard Cameron
Title: Associate
By: /s/ Dana L. McDougall
-----------------------------
Name: Dana L. McDougall
Title: Vice President
Balanced High-Yeld Fund II LTD.
By: BHF (USA) Capital Corporation,
as Attorney-In-Fact
By: /s/ Richard Cameron
-----------------------------
Name: Richard Cameron
Title: Associate
By: /s/ Dana L. McDougall
-----------------------------
Name: Dana L. McDougall
Title: Vice President
OCTAGON INVESTMENT PARTNERS II, LLC
By: Octagon Credit Investors, LLC,
as sub-investment manager
By: /s/ Michael Nechamkin
-----------------------------
Name: Michael Nechamkin
Title: Portfolio Manager
OCTAGON INVESTMENT PARTNERS III, LLC
By: Octagon Credit Investors, LLC,
as Portfolio Manager
By: /s/ Michael Nechamkin
-----------------------------
Name: Michael Nechamkin
Title: Portfolio Manager
<PAGE>
33
TEXTRON FINANCIAL CORP.
By: /s/ R. Rodney Weaver
-----------------------------
Name: R. Rodney Weaver
Title: Vice President
<PAGE>
ACKNOWLEDGMENT AND CONSENT
The undersigned does hereby acknowledge and consent to the
foregoing Amendment The undersigned does hereby confirm and agree that, after
giving effect to such Amendment, the Guarantee and Collateral Agreement 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.)
<PAGE>
2
SAFETY-KLEEN (PINEWOOD),INC.(formerly
known as Laidlaw Environmental Services of
SouthCarolina, 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.)
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.
<PAGE>
3
(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.)
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.)
<PAGE>
4
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.
VIROGROUP, INC.), 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.
<PAGE>
5
THE SOLVENTS RECOVERY SERVICE OF
NEW JERSEY, INC.
SK EUROPE, INC.
By: /s/ Henry H. Taylor
-------------------
Name: Henry H. Taylor
Title: Secretary
3E COMPANY ENVIRONMENTAL,
ECOLOGICAL AND ENGINEERING
By: /s/ Henry H. Taylor
--------------------
Name: Henry H. Taylor
Title: Assistant Secretary
SK INSURANCE COMPANY
By: /s/ A. John Guignion
------------------
Name: A. John Guignion
Title: Vice President, Director
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