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]