Exhibit 10.1.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO  CREDIT AGREEMENT (the “Amendment”),
dated as of June 20, 2008  is among
SAFETY-KLEEN HOLDCO., INC. (“Holdings”), SAFETY-KLEEN SYSTEMS, INC.,
(the “Borrower”), the lenders party hereto, and JPMORGAN CHASE BANK,
NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).


 


RECITALS:


 


A.                                   The
Borrower, the Administrative Agent, and the lenders party thereto have entered
into that certain Credit Agreement dated as of August 3, 2006 (as the same
may be amended from time to time, the “Agreement”).


 


B.                                     The
Borrower has: (i) requested that its Subsidiary Safety-Kleen Canada, Inc.,
a corporation formed under the laws of the Province of New Brunswick, Canada (“Safety-Kleen
Canada”) be joined as a Loan Party and (ii) advised that Safety-Kleen
Oil Recovery Co. has merged with and into the Borrower.


 


C.                                     Furthermore,
the Borrower has requested that the certain provisions of the Agreement be
amended as herein set forth and the Administrative Agent and the lenders party
hereto are willing to amend the Agreement on the terms and conditions herein
set forth.


 


NOW, THEREFORE, in consideration of the premises
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows effective as of the date hereof unless otherwise indicated:


 


ARTICLE I.


 


Definitions


 


Section 1.1.                                   Definitions.  Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.


 


ARTICLE II.


 


Amendments


 


Section 2.1.                                   Amendment
to Section 1.01 of the Agreement. 
Effective January 1, 2008, the following definitions contained in Section 1.01
of the Agreement are amended in their respective entireties to read as follows:


 


“Excluded Foreign Subsidiary”
means (i) a Foreign Subsidiary or (ii) an entity treated as
disregarded for U.S. federal income tax purposes that owns more than 65% of the
voting stock of a Subsidiary described in clauses (i) or (ii) of
this definition; provided that if (a) a Foreign Subsidiary or subsidiary
of the type described in clause (ii) has, in Borrower’s discretion, become
party to the Security Documents pursuant to Section 5.11 or otherwise; (b) 100%
of the Equity Interests of such Subsidiary (minus director’s qualifying shares
and/or other nominal amounts of shares, in each case required by applicable law
to be held by other Persons) have been pledged under the Security Documents
pursuant to Section 5.11 or otherwise; and (c) to the extent the
applicable entity has been incorporated or formed in a jurisdiction other than
Canada or any Province or territory thereof, the Administrative Agent shall
have determined that the


 


1

















 


Liens created
in such Subsidiary’s assets and Equity Interest can be created, attached,
perfected and protected with the priority required hereby and in a manner
reasonably acceptable to the Administrative Agent, including under the laws of
the jurisdiction of the organization of such Subsidiary and all other
applicable jurisdictions in which such Subsidiary’s assets are located, then
such Subsidiary shall not be an Excluded Foreign Subsidiary hereunder.  Any Target whose Equity Interests are
acquired in an acquisition permitted by Section 6.04(k) shall not be
an Excluded Foreign Subsidiary.


 


“Foreign Subsidiary”
means any Subsidiary that is organized under the laws of a jurisdiction that is
not within the United States of America.


 


Section 2.2.                                   Amendment
to Section 5.11 of the Agreement. 
Section 5.11 of the Agreement is amended in its entirety to
read as follows:


 


Section 5.11                                Additional
Subsidiaries.  If any additional
Subsidiary is formed or acquired after the Effective Date or if Borrower elects
at any time to cause a Foreign Subsidiary to become a Subsidiary Loan Party,
Holdings will notify the Administrative Agent and the Lenders thereof and (a) if
such Subsidiary is (x) a Domestic Subsidiary (which is not an Excluded
Foreign Subsidiary) or (y) a Foreign Subsidiary that Borrower elects not
to be categorized as an Excluded Foreign Subsidiary or that was a Target of an
acquisition permitted by Section 6.04(k), Holdings will:  (i) cause such Subsidiary to become a
party to the Security Documents promptly after such Subsidiary is formed or
acquired; (ii) deliver all documentation as the Administrative Agent may
require to evidence the authority of such Subsidiary to execute, deliver and
perform the Loan Documents and to evidence the existence and good standing of
such Subsidiary; and (iii) cause such Subsidiary to promptly take such
actions to create and perfect Liens on such Subsidiary’s assets to secure the
Obligations as the Administrative Agent shall reasonably request and (b) if
any Equity Interest in such Subsidiary are owned by any Loan Party, Holdings
will cause such Equity Interests to be pledged pursuant to the Security
Documents promptly after such Subsidiary is formed or acquired (except that, if
such Subsidiary is an Excluded Foreign Subsidiary, the Equity Interests issued
by such Subsidiary to be pledged pursuant to the Security Documents shall be
limited to 65% of the outstanding voting Equity Interests of such Subsidiary).


 


Section 2.3.                                   Amendment
to Section 5.12 (b) of the Agreement.  Subclause (iv) contained in Clause
(b) of Section 5.12 of the Agreement is amended in its
entirety to read as follows:


 


(iv) property
of a Domestic Subsidiary located outside the United States of America and
property of any other Subsidiary Loan Party located outside the country of its
organization)


 


Section 2.4.                                   Amendment
to Section 5.12 (d) of the Agreement.  Clause (d) of Section 5.12
of the Agreement is amended in its entirety to read as follows:


 


(d)                                 Canadian
Collateral.  Notwithstanding anything
contained in any Loan Document to the contrary, on or before August 31,
2008, Holdings shall deliver to the Administrative Agent such documentation
reasonably requested by the Administrative Agent to create, perfect, and protect
the security interest and other Liens of the Administrative Agent in: (A) 100%
of the Equity Interest owned by the Borrower in Safety-Kleen Canada, (B) 100%
of the Equity Interests owned by Safety-Kleen Canada in Environnement Services
et Machinerie E.S.M., Inc., a corporation formed under the laws of the
Province of Quebec, Canada, (C) substantially all the other personal
property


 


2

















 


assets of
Safety-Kleen Canada located in Canada (subject however, to the terms of the
Security Agreement), and (D) the parcels of real property owned by
Safety-Kleen Canada in Delta, British Columbia, Brampton, Ontario and Breslau,
Ontario.  Such documentation shall
include the documentation that is appropriate under the laws of Canada and the
applicable Provinces and territories thereof of the type described in clauses
5.12(b) and Section 5.12(c)(ii).


 


Section 2.5.                                   Amendment
to Section 6.04(c) of the Agreement.  Effective January 1, 2008, Clause (c) of
Section 6.04 of the Agreement is amended in its entirety as
follows:


 


(c)                                  investments
by Holdings and the Subsidiaries in Equity Interests in their respective
Subsidiaries (including any Person who after giving effect to such investment
becomes a Subsidiary); provided that (i) any such Equity Interests
held by a Loan Party shall be pledged pursuant to the Security Documents
(subject to the limitations applicable to common stock of an Excluded Foreign
Subsidiary referred to in Section 5.11); (ii) the aggregate amount of
the Net Investments by Loan Parties in Subsidiaries who are not Loan Parties
shall not exceed $30,000,000 at any time; and (iii) the aggregate amount
of the Net Investments by Loan Parties in Subsidiaries that are organized under
the laws of Mexico shall not exceed $10,000,000 at any time (as used in this
paragraph (c), the term “Net Investments” means at any time and with
respect to any Loan Party, the sum of the following calculated without
duplication: (i) aggregate costs of the investments made since the
Effective Date by such Loan Party in Subsidiaries who are not, at the time of
calculation of Net Investments, Loan Parties (including, if required by Section 4.5
of the Security Agreement, the amount of the excess above $2,500,000 in book
value of Collateral which is located outside the country of organization of
each Loan Party where the actions required by Section 4.5 of the Security
Agreement have not been taken); minus (ii) all dividends, returns of
capital and other distributions by such Subsidiaries to the applicable Loan
Party made after the Effective Date; plus (iii) the principal amount of
the loans and advances by the applicable Loan Party to such Subsidiaries that
are then outstanding; plus (iv) the then outstanding amount of all
Indebtedness of the type described in clauses (a) through (e), (h), (k), (l) and
(n) of the definition thereof Guaranteed by the applicable Loan Party of
Indebtedness of such Subsidiaries; plus (v) the aggregate amount paid by
the applicable Loan Party under Guarantees of obligations (other than
Indebtedness) of such Subsidiaries since the Effective Date);


 


Section 2.6.                                   Amendment
to Section 6.04(k)(ii) of the Agreement.  Effective January 1, 2008, Subclause (ii) of
clause (k) of Section 6.04 of the Agreement is amended
in its entirety as follows:


 


(ii)                                  Purchase
Price Limitation.  The sum of the
Purchase Price for the acquisition in question plus the aggregate of all
Purchase Prices paid for all acquisitions consummated under the permissions of
this paragraph (k) in the same fiscal year does not exceed $100,000,000
plus the then available amount of the Public Offering Basket; provided that:


 


(A)                              if
the Leverage Ratio is greater than 4.00 to 1.00 (as calculated based on the
most recently ended four fiscal quarter period for which financial statements
are available and on a pro forma basis for the acquisition in question assuming
that the acquisition occurred on the first day of the applicable period), then
the Purchase Price for the acquisition in question plus the aggregate of all Purchase
Prices paid for all acquisitions consummated under the permissions of this
paragraph (k) in the same fiscal year does not exceed $25,000,000 and


 


3

















 


(B)                                the
Purchase Price for an acquisition financed with the proceeds of a Loan made
under the commitments provided for pursuant to Section 2.20 shall be
excluded from any calculation under this clause (ii).


 


As used herein the following terms have the following
meanings:


 


“Purchase Price” means,
as of any date of determination and with respect to a proposed (or completed)
acquisition, the purchase price to be paid (or actually paid) for the Target or
its assets, including all cash consideration paid (including the then estimated
amount of deferred purchase price obligations) or to be paid (based on the
estimated amount thereof), the value of all other assets to be transferred by
the purchaser in connection with such acquisition to the seller all valued in
accordance with the applicable purchase agreement and the outstanding principal
amount of all Indebtedness of the Target or the seller assumed or acquired in
connection with such acquisition; excluding however, any portion thereof paid
for by the issuance of Equity Interest in Holdings.


 


“Public Offering Basket”
means, as of any date of determination, the positive amount, if any, equal to
the sum of (a) the Public Offering Amount minus (b) the Excess
Acquisition Amount minus (c) the Excess Capital Expenditure Amount.


 


“Public Offering Amount”
means the amount, if any, of the Net Proceeds actually received by Holdings
from the public offerings of its common stock after June 20, 2008.


 


“Excess Acquisition Amount”
means, as of any date of determination, the sum of all Yearly Excess
Acquisition Amounts for all fiscal years to have completely elapsed from and
including the fiscal year beginning December 30, 2007 to and including the
then current fiscal year (even if not then completely elapsed).


 


“Yearly Excess Acquisition
Amount” means, for any fiscal year or portion thereof, the amount by which,
if any, the aggregate of all Purchase Prices paid for all acquisitions
consummated under the permissions of this paragraph (k) during such fiscal
year exceed $100,000,000.


 


“Excess Capital Expenditure
Amount” means, as of any date of determination, the sum of all Yearly
Excess Capital Expenditure Amounts for all fiscal years to have completely
elapsed from and including the fiscal year beginning December 30, 2007 to
and including the then current fiscal year (even if not then completely
elapsed).


 


“Yearly Excess Capital
Expenditure Amount” means, for any fiscal year or portion thereof, the
amount by which, if any, the aggregate amount of Adjusted Capital Expenditures
made in such fiscal year are in excess of the amounts that would otherwise be
permitted for such fiscal year if the Adjusted Capital Expenditures were
limited during such fiscal year to only the amounts determined pursuant to
clauses (i) and (ii) of the definition of the term “Capital
Expenditure Limit” in Section 7.03.


 


Section 2.7.                                   Amendment
to Section 6.04(k)(iv) of the Agreement.  Effective January 1, 2008, subclause (iv) of
clause (k) of Section 6.04 of the Agreement is amended
in its entirety as follows:


 


(iv)                              Target.  The Target: (A) is organized under the
laws of a jurisdiction within the United States of America, a jurisdiction in
Canada or any other jurisdiction as long as, with respect to such other
jurisdictions, the Administrative Agent can obtain Liens in the assets and, if
applicable, the Equity Interests of the Target as required under 


 


4

















 


the Loan
Documents, with the priority required hereby and in a manner reasonably
acceptable to the Administrative Agent and (B) is involved in the same
general type of business activities as the Borrower and the subsidiaries of the
Borrower or business reasonably related thereto or ancillary or complimentary
thereto;


 


Section 2.8.                                   Amendment
to Section 6.04(k)(viii) of the Agreement.  Effective January 1, 2008, Subclause (viii) of
clause (k) of Section 6.04 of the Agreement is amended
in its entirety as follows:


 


(viii)                        Structure.  If the proposed acquisition is an acquisition
of the stock or other Equity Interest issued by a Target, the acquisition will
be structured so that the Target will become a Loan Party who is a Wholly-Owned
Subsidiary of the Borrower or will be merged with or into the Borrower or a
Loan Party who is a Wholly-Owned Subsidiary of the Borrower.  If the proposed acquisition is an acquisition
of assets, the acquisition will be structured so that the Borrower or a Loan
Party who is a Wholly-Owned Subsidiary of the Borrower shall acquire the assets
either directly or through a merger;


 


Section 2.9.                                   Amendment
to Section 6.04(n) of the Agreement.  Effective January 1, 2008, clause (n) of
Section 6.04 of the Agreement is amended in its entirety as
follows:


 


(n)                                 in
addition to the investments otherwise permitted by this Section 6.04, the
Borrower and the Subsidiaries may acquire after the Effective Date, Equity Interests
in or other securities of, make loans or advances to, Guarantee any obligations
of, or make any other investment in (including, without limitation, acquiring
all or substantially all of the assets of a Person or a division or branch of
such Person or any other assets of any other Person constituting a business
unit), any other Person if the aggregate amount expended to make all such
investments consummated under the permissions of this paragraph (n) since June 20,
2008 shall not exceed an amount equal to $10,000,000; provided that as of the
date of any such investment and after giving effect thereto, (i) no
Default shall exist or result therefrom; and (ii) no investment made under
this paragraph (n) shall increase the aggregate amount of investments
permitted by paragraph (c) of this Section 6.04.


 


Section 2.10.                             Amendment
to Section 7.03 of the Agreement. 
Section 7.03 of the Agreement is amended in its entirety as
follows:


 


Section 7.03.                             Capital
Expenditures.  During each fiscal
year, the aggregate amount of all Adjusted Capital Expenditures of Holdings and
the Subsidiaries will not exceed the applicable Capital Expenditure Limit for
such fiscal year.  The term “Capital
Expenditure Limit” means the sum of the following:  (i) the amount set forth in the table
below opposite the applicable fiscal year in the table below (for each such
year, the “Yearly Limit”) plus (ii) the portion of the Yearly Limit
from the immediately preceding fiscal year which was not expended by Holdings
and the Subsidiaries for Capital Expenditures in such preceding fiscal year
(the “Carryover Amount”) plus (iii) the then available amount of
the Public Offering Basket.  In
calculating the Carryover Amount for any fiscal year, the Yearly Limit
applicable to the previous fiscal year shall be deemed to have been utilized
first by any Capital Expenditures made in such fiscal year.


 


5

















 


	
  Fiscal Year Ending on or About

  	
   

  	
  Yearly Limit

  	
   

  
	
  December 31, 2006

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  December 31, 2007

  	
   

  	
  $

  	
  40,000,000

  	
   

  
	
  December 31, 2008 and each fiscal year
  thereafter

  	
   

  	
  $

  	
  75,000,000

  	
   

  



 


“Adjusted Capital
Expenditures” means, for any period, all Capital Expenditures incurred
during such period, minus the following, but only to the extent included in
such Capital Expenditures:


 


(a)                                  Environmental
Liability Expenditures made during such period in an aggregate amount of
$12,000,000 or less (or if Environmental Liability Expenditures are not
otherwise included in Capital Expenditures during such period, plus Environmental
Liability Expenditures in excess of $12,000,000 in such period);


 


(b)                                 Capital
Expenditures financed during such period with the proceeds of Loans made under
the commitments provided for in Section 2.20 of this Agreement;


 


(c)                                  Capital
Expenditures made during such period to acquire equipment owned by the Borrower
or one of its Subsidiaries and delivered to a customer for use by the customer
in the ordinary course of the Borrower’s or such Subsidiaries’ business; and


 


(d)                                 Capital
Expenditures paid for during such period with the proceeds from permitted asset
dispositions and casualty and condemnation events.


 


Section 2.11.                             Amendment
to Exhibit B of the Agreement.  Exhibit B
of the Agreement is amended in its entirety to read as set forth on Exhibit B
hereto.


 


ARTICLE III.


 


Conditions Precedent


 


Section 3.1.                                   Conditions.  The effectiveness of Article II of this
Amendment is subject to the satisfaction of the following conditions precedent:


 


(a)                                  The
Administrative Agent shall have received, each in form and substance reasonably
satisfactory to the Administrative Agent, the following:


 


(i)                                     this
Amendment duly executed by the Borrower, the Guarantors and the Required
Lenders;


 


(ii)                                  A
Second Amendment to Security Agreement duly executed by the Borrower and the
Guarantors in the form attached hereto as Exhibit C (each Lender party
hereto authorizing the Administrative Agent to execute and deliver such Second
Amendment to Security Agreement on behalf of the Lenders);


 


(iii)                               a Subsidiary Joinder
Agreement duly executed by Safety-Kleen Canada;


 


6

















 


(iv)                              such
documents and certificates as the Administrative Agent or its counsel may
reasonably request relating to the organization, existence and good standing of
Safety-Kleen Canada and Environnement Services et Machinerie E.S.M., Inc.,
a corporation formed under the laws of the Province of Quebec, Canada, the
power and authority of Safety-Kleen Canada to execute, deliver and perform the
Loan Documents to which it is a party and any other legal matters relating to
the Borrower, Safety-Kleen Canada, any Guarantor or the Loan Documents as the
Administrative Agent may reasonably request; and


 


(v)                                 evidence
of the merger of Safety-Kleen Oil Recovery Co. with and into the Borrower; and


 


(b)                                 Each
Lender who has executed this Amendment by 5:00 P.M. (Dallas, Texas time)
on June 20, 2008 shall have received an amendment fee equal to 0.25% of
its Commitment;


 


(c)                                  The
representations and warranties contained herein and in all other Loan Documents,
as amended hereby, shall be true and correct in all material respects as of the
date hereof as if made on the date hereof, except for such representations and
warranties limited by their terms to a specific date; and


 


(d)                                 No
Default shall exist.


 


ARTICLE IV.


 


Miscellaneous


 


Section 4.1.                                   Ratifications.  The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement and the other Loan
Documents are ratified and confirmed and shall continue in full force and
effect. The Borrower, Holdings, the Administrative Agent and the Lenders agree
that the Agreement as amended hereby and the other Loan Documents shall
continue to be legal, valid, binding and enforceable in accordance with its
terms. For all matters arising prior to the effective date of this Amendment,
the Agreement (as unmodified by this Amendment) shall control.


 


Section 4.2.                                   Representations
and Warranties.  Each of the Borrower
and the Guarantors (by their execution below) hereby represents and warrants to
the Administrative Agent and the Lenders as follows:  (a) no Default exists, (b) the
representations and warranties set forth in the Loan Documents are true and
correct on and as of the date hereof with the same effect as though made on and
as of such date except with respect to any representations and warranties
limited by their terms to a specific date, and (c) there are no claims or
offsets against or rights of recoupment with respect to or defenses or
counterclaims to its obligations under the Loan Documents.


 


Section 4.3.                                   Survival
of Representations and Warranties. 
All representations and warranties made in this Amendment shall survive
the execution and delivery of this Amendment, and no investigation by
Administrative Agent or the Lenders or any closing shall affect the
representations and warranties or the right of the Administrative Agent or the
Lenders to rely upon them.


 


Section 4.4.                                   Reference
to Agreement.  Each of the Loan
Documents, including the Agreement and any and all other agreements, documents,
or instruments now or hereafter executed and delivered pursuant to the terms
hereof or pursuant to the terms of the Agreement as amended hereby, are hereby
amended so that any reference in such Loan Documents to the Agreement shall
mean a reference to the Agreement as amended hereby.


 


7

















 


Section 4.5.                                   Expenses
of Administrative Agent.  As provided
in the Agreement, Borrower agrees to pay on demand all reasonable out-of pocket
costs and expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, and execution of this Amendment, including without
limitation, the reasonable costs and fees of the Administrative Agent’s legal
counsel.


 


Section 4.6.                                   Severability.  Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.


 


Section 4.7.                                   Applicable
Law.  This Amendment shall be
governed by and construed in accordance with the applicable law pertaining in
the State of New York, other than those conflict of law provisions that would
defer to the substantive laws of another jurisdiction.  This governing law election has been made by
the parties in reliance (at least in part) on Section 5–1401 of the
General Obligations Law of the State of New York, as amended (as and to the
extent applicable), and other applicable law.


 


Section 4.8.                                   Successors
and Assigns.  This Amendment is
binding upon and shall inure to the benefit of the Administrative Agent, the
Lenders, the Borrower, each Guarantor and their respective successors and
assigns, except neither Borrower nor any Guarantor may assign or transfer any
of its rights or obligations hereunder without the prior written consent of the
Lenders.


 


Section 4.9.                                   Effectiveness;
Counterparts.  Subject to Article III
hereof, this Amendment shall become effective when it shall have been executed
by the Administrative Agent, when the Administrative Agent shall have received
counterparts hereof from Holdings, the Borrower and the Guarantors and when the
Administrative Agent shall have received counterparts hereof from the Required
Lenders (which may be sent on pages designated only as “Safety-Kleen
Systems, Inc. June 20, 2008 First Amendment to Credit Agreement,
Signature Page” or similar designation, without page numbers or other
identifying information) and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or other electronic
communication shall be effective as delivery of a manually executed counterpart
of this Agreement.  Pursuant to Section 10.02
of the Agreement, the Agreement may be modified as provided in this Amendment
with the agreement of the Required Lenders which means Lenders having Revolving
Exposures, Term Loans, Synthetic L/C Loans and unused Commitments representing
more than 50% of the sum of the total Revolving Exposures, outstanding Term
Loans, outstanding Synthetic L/C Loans and unused Commitments at such time
(such percentage applicable to a Lender, herein such Lender’s “Required
Lender Percentage”).  For purposes of
determining the effectiveness of this Amendment, the Required Lender Percentage
of each Lender that has executed this Amendment is set forth on Schedule 4.9
hereto.


 


Section 4.10.                             Effect
of Waiver.  No consent or waiver,
express or implied, by the Administrative Agent or the Lenders to or for any
breach of or deviation from any covenant, condition or duty by the Borrower or
any Guarantor shall be deemed a consent or waiver to or of any other breach of
the same or any other covenant, condition or duty.


 


Section 4.11.                             Headings.  The headings, captions, and arrangements used
in this Amendment are for convenience only and shall not affect the
interpretation of this Amendment.


 


Section 4.12.                             ENTIRE
AGREEMENT.  THIS AMENDMENT EMBODIES
THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDES ANY AND ALL
PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED
OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR


 


8

















 


SUBSEQUENT
ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO.  THERE ARE NO ORAL AGREEMENTS AMONG THE
PARTIES HERETO.


 


Executed as of the date first written above.


 


	
   

  	
  SAFETY-KLEEN
  HOLDCO., INC.

  
	
   

  	
  SAFETY-KLEEN
  SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis
  McGill

  
	
   

  	
   

  	
  Dennis McGill,
  Executive Vice President and Chief

  Financial Officer of Holdings and the Borrower

  



 


9














 


Guarantor Consent


 


Each of the undersigned Guarantors:  (i) consents and agrees to this First
Amendment to Credit Agreement dated June 20, 2008, including, without
limitation, Section 4.2 thereof, and (ii) agrees that each of the
Guaranty Agreement, the Security Agreement and the other Loan Documents to
which is it a party are each in full force and effect and continue to be its
legal, valid and binding obligation enforceable against it in accordance with
its respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  SK HOLDING COMPANY, INC.

  
	
   

  	
  ECOGARD, INC.,

  
	
   

  	
  SAFETY-KLEEN INTERNATIONAL,
  INC.

  
	
   

  	
  SAFETY-KLEEN ENVIROSYSTEMS
  COMPANY OF PUERTO RICO, INC.,

  
	
   

  	
  SAFETY-KLEEN ENVIROSYSTEMS
  COMPANY

  
	
   

  	
  ENVIRONMENTAL, ECOLOGICAL
  AND ENGINEERING COMPANY,

  
	
   

  	
  THE SOLVENTS RECOVERY
  SERVICE OF NEW JERSEY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis McGill

  
	
   

  	
   

  	
  Dennis McGill, Executive Vice President and Chief Financial
  Officer of each Guarantor

  



 


10

















 


	
   

  	
  JPMORGAN CHASE BANK, N.A., as the 

  Administrative Agent and as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian McDougal

  	
   

  
	
   

  	
   

  	
  Brian McDougal, Vice President

  



 


	
  Revolving Commitment:

  	
  $

  	
  30,000,000

  	
   

  
	
  Synthetic L/C
  Commitment:

  	
  $

  	
  0

  	
   

  
	
  Synthetic L/C Loans:

  	
  $

  	
  0

  	
   

  
	
  Term Loans:

  	
  $

  	
  0

  	
   

  
	
  Required Bank
  Percentage

  	
  7.760962359

  	
  %

  



 


Safety-Kleen Systems,
Inc. June 20, 2008 First Amendment to Credit Agreement, Signature Page