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Exhibit 4(e)
SUPPLEMENT
Reference is hereby made to the Amended and Restated Credit
Agreement, dated as of April 3, 1998 (as the same may be amended, supplemented
or otherwise modified, the "Credit Agreement"), among LES, INC., a Delaware
corporation (the "Company"), XXXXXXX ENVIRONMENTAL SERVICES (CANADA) LTD., a
Canadian corporation and a wholly owned Subsidiary of the Company (the "Canadian
Borrower"; 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 (in such capacity, the "Canadian Administrative
Agent"; together with the General Administrative Agent, the "Administrative
Agents"), TD SECURITIES (USA) INC., as advisor to the Borrowers and arranger of
the commitments described in the Credit Agreement, THE BANK OF NOVA SCOTIA,
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 NATIONSBANK, N.A., as syndication agent.
Terms defined in the Credit Agreement are used herein with the meanings set
forth in the Credit Agreement unless otherwise defined herein.
1. This SUPPLEMENT (this "Supplement"), dated as of May 21, 1998, to
the Credit Agreement is hereby entered into by the Borrowers and the General
Administrative Agent pursuant to subsections 10.2(h) and 14.1 of the Credit
Agreement.
2. The Company hereby agrees that, so long as the Commitments remain
in effect, any Loan, Reimbursement Obligation, Acceptance Reimbursement
Obligation, Acceptance Note or Letter of Credit remains outstanding or any
amount is owing to any Lender or either Administrative Agent under the Credit
Agreement or under any other Loan Document, the Company shall not permit the
Senior Leverage Ratio (as defined below) as at the last day of any fiscal
quarter of the Company ending during any fiscal year set forth below, commencing
with the fiscal quarter ending November 30, 1998, to exceed the ratio set forth
below opposite such fiscal year:
Senior
Fiscal Year Leverage Ratio
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1999 4.00:1.00
2000 3.25:1.00
2001 2.75:1.00
2002 2.25:1.00
2003 2.00:1.00
2004 and thereafter 1.50:1.00
"Senior Leverage Ratio" shall mean, as of any date of determination,
the ratio of (a) the aggregate principal amount of all Indebtedness of the
Company and its Subsidiaries outstanding under the Credit Agreement as at such
date and (ii) the aggregate principal
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amount of all other senior Indebtedness of the Company and its Subsidiaries
(excluding Indebtedness evidenced by the High Yield Notes) as at such date to
(b) the Consolidated Operating Cash Flow for the four fiscal quarters ended on
or most recently prior to such date of determination.
3. The parties hereby agree that the covenant contained in paragraph
2 of this Supplement shall be a covenant of the Company under the Credit
Agreement and a breach of such covenant shall constitute a Default under the
Credit Agreement.
4. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement
to the Credit Agreement to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above written.
LES, INC.
By: \s\ XXXX XXXXXXXXX
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Title: Senior Vice President and Chief
Financial Officer
XXXXXXX ENVIRONMENTAL SERVICES
(CANADA) LTD.
By: \s\ XXXX XXXXXXXXX
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Title: Senior Vice President and Chief
Financial Officer
TORONTO DOMINION (TEXAS), INC.,
as General Administrative Agent
By: \s\ XXXX X. XXXXXXXX
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Title: Managing Director
