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EXHIBIT 4(d)
COLLATERAL ACCOUNT PLEDGE AND SECURITY AGREEMENT
THIS COLLATERAL ACCOUNT PLEDGE AND SECURITY AGREEMENT, dated as of May
17, 1999 (this "Agreement"), among Safety-Kleen Corp., a Delaware corporation
(the "Pledgor"), The Bank of Nova Scotia Trust Company of New York, a trust
company organized under the laws of New York (the "Pledgee"), as trustee under
the Indenture dated as of May 17, 1999 between the Company and the Pledgee (the
"Indenture"), and The Bank of Nova Scotia Trust Company of New York, as escrow
agent (the "Escrow Agent") under the Escrow Agreement, dated as of May 17, 1999,
among the Pledgor, the Pledgee and the Escrow Agent (the "Escrow Agreement").
Capitalized terms used herein but not defined shall have the respective meanings
assigned to them in the Indenture or the Escrow Agreement, as the case may be.
PRELIMINARY STATEMENTS
WHEREAS, this Agreement is being entered into in connection with (i)
the Purchase Agreement (the "Purchase Agreement"), dated as of May 10, 1999,
among the Pledgor and TD Securities (USA) Inc., NationsBanc Xxxxxxxxxx
Securities LLC and Xxxxxxx Xxxxx & Associates, Inc. (collectively, the "Initial
Purchasers"), (ii) the Indenture and (iii) the Escrow Agreement.
WHEREAS, pursuant to the Purchase Agreement, the Pledgor has issued and
sold to the Initial Purchasers $225 million aggregate principal amount of its 9
1/4% Senior Notes due 2009 (the "Offering").
WHEREAS, concurrently with the execution hereof, the Pledgor is
depositing $219,375,000 (the "Initial Deposit") in one or more special accounts
(the "Account") with the Escrow Agent pursuant to the Escrow Agreement in order
to secure certain of the obligations of the Pledgor under the Indenture.
NOW THEREFORE, in consideration of the premises contained and in order
to induce the Initial Purchasers to consummate the Offering, the Pledgor hereby
agrees as follows:
SECTION 1. Pledge and Assignment. The Pledgor hereby pledges and
assigns to the Pledgee, and grants to the Pledgee, for the benefit of the
Holders under the Indenture, a security interest in the following collateral
(the "Collateral"):
(i) the Account held by the Escrow Agent pursuant to Section
2(e) of the Escrow Agreement, all funds held therein and all
certificates and instruments, if any, from time to time representing or
evidencing the Account;
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(ii) all investments and Investment Property (as defined in
the Uniform Commercial Code) in which the Escrowed Funds or any portion
thereof is invested from time to time including, without limitation,
Permitted Investments, and all certificates and instruments, if any,
from time to time representing or evidencing such investments and
Investment Property;
(iii) all notes, certificates of deposit, deposit accounts,
checks and other instruments from time to time hereafter delivered to
or otherwise possessed by the Escrow Agent for or on behalf of the
Pledgee in substitution for or in addition to any or all of the then
existing Collateral;
(iv) all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the then
existing Collateral; and
(v) all proceeds of any and all of the foregoing Collateral.
SECTION 2. Security for Obligations. This Agreement secures the payment
of (i) 101% of the principal amount of the Securities plus accrued and unpaid
interest thereon to the Mandatory Redemption Date now or hereafter existing
pursuant to Section 1101(d) of the Indenture and paragraph 5(c) of the
Securities, (ii) 101% of the principal amount of the Securities plus accrued and
unpaid interest thereon to the date of repurchase upon a Change of Control
solely under the circumstances provided in Section 3(d) of the Escrow Agreement
and (iii) 100% of the principal amount of the Securities plus accrued and unpaid
interest thereon and premium, if any, upon an Acceleration Event solely under
the circumstances described in Section 3(c) and (d) of the Escrow Agreement (all
such obligations of the Pledgor being the "Obligations"). Without limiting the
generality of the foregoing, this Agreement secures the payment of all amounts
which constitute part of the Obligations and would be owed by the Pledgor to the
Holders pursuant to the Indenture but for the fact that they are unenforceable
or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Pledgor.
SECTION 3. Delivery of Collateral. All certificates or instruments, if
any, representing or evidencing the Collateral have heretofore been delivered to
the Escrow Agent and are currently held by the Escrow Agent pursuant to and in
accordance with the Escrow Agreement.
SECTION 4. Investing of Amounts in the Account. The Collateral shall be
invested in accordance with the provisions of the Escrow Agreement and held by
the Escrow Agent subject to the lien and security interest created hereunder.
Interest and proceeds that are not invested or reinvested as provided in the
Escrow Agreement shall be deposited and held in the Account.
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SECTION 5. Release of Amounts. So long as the Securities have not
become subject to Special Mandatory Redemption or an Acceleration Event, a
Remedies Trigger Event or a Change of Control has not occurred, in each case as
contemplated by Section 3(b), (c) or (d) of the Escrow Agreement, the Pledgor
may request, and the Escrow Agent shall release free of the lien of this
Agreement, pursuant to Section 2(c) of the Escrow Agreement, Escrowed Funds, if
any, in amounts which exceed the Mandatory Redemption Price, provided, however,
that this Section 5 shall not be deemed to create any separate obligation on the
part of the Escrow Agent to release such funds other than as set forth in
Section 2(c) of the Escrow Agreement.
SECTION 6. Remedies. If the Securities become subject to a Special
Mandatory Redemption or there shall have occurred an Acceleration Event, a
Remedies Trigger Event or a Change of Control, the Collateral shall be disbursed
in accordance with Section 3(b), (c) and (d) of the Escrow Agreement, as the
case may be. Upon any such disbursement, the Escrowed Funds shall no longer be
subject to the lien and security interest created hereunder.
SECTION 7. Amendments, Etc. No amendment or waiver of any provision of
this Pledge Agreement, and no consent to any departure by the Pledgor herefrom
shall in any event be effective unless the same shall be in writing and signed
by the Pledgor, the Pledgee and the Escrow Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
SECTION 8. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telecopier, telegraphic,
telex or cable communication) and mailed, telecopied, telegraphed, telexed,
cabled or delivered to the parties hereto at the address specified in the Escrow
Agreement or at such other address as shall be designated by any party in a
written notice to the other parties. All such notices and other communications
shall, when mailed, telecopied, telegraphed, telexed or cabled, be effective
when deposited in the mails, telecopied, delivered to the telegraph company,
confirmed by telex answerback or delivered to the cable company, respectively.
SECTION 9. Continuing Security Interest. This Pledge Agreement shall
create a continuing security interest in the Collateral and shall (i) remain in
full force and effect until the earlier of (x) the payment in full, termination
or expiration of the Obligations and (y) the expiration or termination of the
Escrow Agreement, (ii) be binding upon the Pledgor, its successors and assigns,
and (iii) inure to the benefit of, and be enforceable by, the Escrow Agent and
the Trustee and their successors and assigns. Upon the earlier of the payment in
full, termination or expiration of the Obligations and the expiration or
termination of the Escrow Agreement, the security interest granted hereby shall
terminate. Upon any such termination, any Collateral held by the Escrow Agent
shall be released and disbursed as provided for in the Escrow Agreement and the
Pledgee and the Escrow Agent will, at the Pledgor's expense, execute and
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deliver to the Pledgor such documents as the Pledgor shall reasonably request to
evidence such termination. In connection with any release of Collateral pursuant
to this Agreement, the Escrow Agent and the Pledgee agree to cooperate with the
Pledgor to release any liens hereunder (including, without limitation,
delivering executed releases and financing termination statements) and will take
all action reasonably requested by the Pledgor in connection therewith.
SECTION 10. Governing Law. This Pledge Agreement shall be governed by
and construed in accordance with the laws of the State of New York, except to
the extent that perfection of the security interest hereunder, or remedies
hereunder, in respect of any particular Collateral are governed by the laws of a
jurisdiction other than the State of New York.
SECTION 11. Further Assurances. The Pledgor agrees that, from time to
time, so long as this Agreement is in effect, at the Pledgor's expense, the
Pledgor will promptly execute and deliver all instruments and documents, and
take all further action, that may be necessary or that the Pledgee shall
reasonably request, to perfect and protect the lien granted hereby.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first written above.
SAFETY-KLEEN CORP.
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Secretary
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ACKNOWLEDGED AND AGREED:
THE BANK OF NOVA SCOTIA
TRUST COMPANY OF NEW YORK,
AS ESCROW AGENT
By: /s/ W.A. Goshine
Name: W.A. Goshine
Title: Secretary
THE BANK OF NOVA SCOTIA
TRUST COMPANY OF NEW YORK,
AS TRUSTEE
By: /s/ X.X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
