Fourth Amendment to Amended and Restated Credit Agreement among Safety-Kleen Services, Inc., Safety-Kleen Ltd., and Lenders (March 13, 2000)

Summary

This amendment updates the existing credit agreement between Safety-Kleen Services, Inc., Safety-Kleen Ltd., and a group of lenders. It allows the borrowers to incur up to $20 million in new loans secured by certain assets, modifies the terms regarding liens and asset sales, and specifies that proceeds from asset sales must be applied according to the agreement. The amendment becomes effective once all required parties sign, and the original agreement remains in effect except as changed here. The company also agrees to cover related administrative costs. The agreement is governed by New York law.

EX-4.L 2 0002.txt FOURTH AMENDMENT DATED MARCH 13, 2000 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 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. 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 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: 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 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: 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: 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: 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 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: 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: 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 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: 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: 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 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 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: 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: 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 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: 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: 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: 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: 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 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: 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 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 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: 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 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 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 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 33 TEXTRON FINANCIAL CORP. By: /s/ R. Rodney Weaver ----------------------------- Name: R. Rodney Weaver Title: Vice President ACKNOWLEDGMENT AND CONSENT The undersigned does hereby acknowledge and consent to the foregoing Amendment The undersigned does hereby confirm and agree that, after giving effect to such Amendment, the Guarantee and Collateral Agreement 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.) 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. 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.) 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. 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