1
Exhibit 10.8
AMENDING AGREEMENT NO. 5
THIS IS AN AMENDING AGREEMENT made as of December 4 1998 among XXXXXX
SERVICES CORP. (the "CDN. BORROWER"), as a borrower in Canada , XXXXXX SERVICES
(DELAWARE), INC. (the "U.S. BORROWER"), as a borrower in the United States of
America, and CANADIAN IMPERIAL BANK OF COMMERCE (the "ADMINISTRATIVE AGENT"), as
administrative agent on behalf of itself, the Lenders, the Other Agents and
their respective Eligible Affiliates.
WHEREAS:
A. The Cdn. Borrower and the U.S. Borrower, as borrowers (the
"BORROWERS"), the Persons from time to time parties to such agreement
as lenders (the "LENDERS"), the Administrative Agent, as administrative
agent for the Lenders, Bankers Trust Company, as syndication agent,
Canadian Imperial Bank of Commerce and Bankers Trust Company, as
co-arrangers, and Dresdner Bank Canada and Dresdner Bank AG New York
Branch, as documentation agents, are parties to a credit agreement
dated as of August 11, 1997 as amended by amending agreements dated as
of October 31, 1997, February 19, 1998, June 24, 1998 and October 20,
1998 (the "CREDIT AGREEMENT").
B. The Borrowers have requested that the Required Lenders consent to
certain actions being implemented to address the requirements of
Canadian Imperial Bank of Commerce and Comerica Bank in connection with
making or continuing to make, as the case may be, certain bank account
services available to the Cdn. Borrower and certain of its Subsidiaries
and the Required Lenders, by a written resolution dated November 30,
1998, have consented to such actions being implemented.
C. The Lenders, subject to the terms and conditions set forth in this
amending agreement, have consented to the amendments to the Credit
Agreement effected by this amending agreement and have authorized the
Administrative Agent to execute and deliver this amending agreement to
the Borrowers on behalf of itself, the Lenders, the Other Agents and
their respective Eligible Affiliates.
NOW THEREFORE THIS AMENDING AGREEMENT WITNESSES that, in consideration
of the mutual covenants and agreements contained in this amending agreement and
for other good and valuable consideration, the receipt and sufficiency of which
are acknowledged, the Borrowers and the Administrative Agent, on behalf of
itself, the Lenders, the Other Agents and their respective Eligible Affiliates,
agree as follows:
2
ARTICLE ONE
INTERPRETATION
SECTION 1.01 ONE AGREEMENT: This amending agreement amends the Credit Agreement.
This amending agreement and the Credit Agreement shall be read, interpreted,
construed and have effect as, and shall constitute, one agreement with the same
effect as if the amendments made by this amending agreement had been contained
in the Credit Agreement as of the date of this amending agreement.
SECTION 1.02 DEFINED TERMS: In this amending agreement, unless something
in the subject matter or context is inconsistent:
(a) terms defined in the description of the parties or in the
recitals have the respective meanings given to them in the
description or recitals, as applicable; and
(b) all other capitalized terms have the respective meanings given
to them in the Credit Agreement as amended by Article Two of
this amending agreement.
SECTION 1.03 HEADINGS: The headings of the Articles and Sections of this
amending agreement are inserted for convenience of reference only and shall not
affect the construction or interpretation of this amending agreement.
SECTION 1.04 REFERENCES: All references to Articles and Sections, unless
otherwise specified, are to Articles and Sections of the Credit Agreement.
ARTICLE TWO
AMENDMENTS
SECTION 2.01 DEFINITIONS: Section 1.01 of the Credit Agreement is amended
by adding the following definitions to be inserted in their correct alphabetical
order:
"BANK ACCOUNT SERVICE LIABILITIES " shall mean the debts, obligations
and liabilities from time to time of the Cdn. Borrower and its
Subsidiaries under or with respect to the Bank Account Services
Guarantees or the Bank Account Services.
"BANK ACCOUNT SERVICES" shall mean the CIBC Bank Account Services and
the Comerica Bank Account Services.
"BANK ACCOUNT SERVICE PROVIDERS" shall mean (a) Canadian Imperial Bank
of Commerce in its individual capacity as the provider of the CIBC Bank
Account Services, and (b) Comerica Bank and its Affiliates in their
respective capacities as the p-oviders of the Comerica Bank Account
Services.
- 2 -
3
"BANK ACCOUNT SERVICES GUARANTEES" shall have the meaning specified in
paragraph 8.02(a)(x).
"CANADIAN ACCOUNTS RECEIVABLE" shall mean all present and future
accounts receivable of the Cdn. Borrower and its Canadian Subsidiaries
(other than any proceeds from any sale or other disposition of any one
or more Non-Canadian Subsidiaries, any undertaking, property or assets
of any one or more Non-Canadian Subsidiaries or any shares or other
ownership or equity interests in any one or more Non-Canadian
Subsidiaries).
"CANADIAN SUBSIDIARIES" of the Cdn. Borrower shall mean those
Subsidiaries of the Cdn. Borrower incorporated, amalgamated, continued
or otherwise existing under the laws of Canada or under the laws one of
the Provinces or Territories of Canada.
"CIBC BANK ACCOUNT SERVICES" shall have the meaning specified in
paragraph 8.02(a)(x).
"COMERICA BANK ACCOUNT SERVICES" shall have the meaning specified in
paragraph 8.02(a)(x).
"SHI PROCEEDS CASH COLLATERAL SECURITY" shall have the meaning
specified in paragraph (ac) of Schedule 6.
"NON-CANADIAN SUBSIDIARIES" shall mean any Subsidiaries of Xxxxxx which
are not Canadian Subsidiaries.
SECTION 2.02 POSTPONEMENT OF SECURITY: Section 6.09 of the Credit Agreement
is revised to read as follows:
"6.09 POSTPONEMENT OF LIEN OF SECURITY
The Lien of the Security in:
(a) any cash collateral (including interest thereon and proceeds
thereof) constituting any Permitted LC Facility Cash
Collateral Security or the SHI Proceeds Cash Collateral
Security will be postponed and subordinated to
(i) the rights of the issuer of the letters of
credit under the applicable Permitted LC
Facility to such cash collateral (including
interest thereon and proceeds thereof) as
security for the liabilities of the Cdn.
Borrower with respect to letters of credit
issued under such Permitted LC Facility
(including fees, interest, reimbursement
amounts and costs); and
- 3 -
4
(ii) the rights of each of the Bank Account
Service Providers (and any collateral or
security agent acting on behalf of either or
both of them) to such cash collateral
(including interest thereon and proceeds
thereof) as security for Bank Account
Service Liabilities; and
(b) the Canadian Accounts Receivable from time to time will be
postponed and subordinated to the rights of each of the Bank
Account Service Providers (and any collateral or security
agent acting on behalf of either or both of them) to such
Canadian Accounts Receivable as security for the Bank Account
Service Liabilities;
and the Administrative Agent will from time to time execute and
deliver, or cause to be executed and delivered, such acknowledgements
and agreements of postponement and subordination relative to the
Permitted LC Facility Cash Collateral Security, the SHI Proceeds Cash
Collateral Security and the Canadian Accounts Receivable as may from
time to time be necessary or desirable in the opinion of the
Administrative Agent to evidence such postponement and subordination."
SECTION 2.03 POSITIVE COVENANTS - RETAINER FOR ADVISORS' FEES AND DISBURSEMENTS:
Subsections 8.01(ab) and 8.01(ac) of the Credit Agreement are amended by
revising such subsections to read as follows:
"(ab) Establishment of Retainer for Advisors' Fees and
Disbursements. Deliver to Blake, Xxxxxxx & Xxxxxxx U.S.
$1,000,000 to be titled in Blake, Xxxxxxx & Xxxxxxx and held
by Blake, Xxxxxxx & Xxxxxxx in an interest bearing trust
account and used by Blake, Xxxxxxx & Xxxxxxx to pay the
accounts from time to time rendered by the advisors to the
Administrative Agent and the Lenders and the agents of such
advisors or to finance disbursements (such as registration or
filing fees) to be incurred by any of the advisors to the
Administrative Agent and the Lenders or the agents of such
advisors in the performance of their services for the
Administrative Agent and the Lenders.
(ac) Replenishing Retainer for Advisors' Fees and Disbursements.
Immediately following receipt, at any time and from time to
time, of notice from Blake, Xxxxxxx & Xxxxxxx that the amount
then held by Blake, Xxxxxxx & Xxxxxxx in the escrow account
referred to in subsection 8.01(ab) is equal to or less than
U.S. $500,000, deliver to Blake, Xxxxxxx & Xxxxxxx sufficient
funds to increase the amount in such account to U.S.
$1,000,000 which additional funds shall be titled in Blake,
Xxxxxxx & Xxxxxxx and held by Blake, Xxxxxxx & Xxxxxxx in such
- 4 -
5
account for use by Blake, Xxxxxxx & Xxxxxxx as provided for in
subsection 8.01(ab)."
SECTION 2.04 NEGATIVE COVENANTS - DEBT: Subsection 8.02(a) of the Credit
Agreement is amended by revising paragraph
8.02(a)(ix) to read as follows:
"(ix) letters of credit in an aggregate amount of not more than U.S.
$27,000,000 (or the Equivalent Amount in any other currency or
currencies) issued for the account of the Cdn. Borrower (to
provide credit support to suppliers of the North American
metals business of the Restricted Parties, or for other proper
purposes in the ordinary course of business of the Restricted
Parties, or to support the payroll and other banking service
requirements of the Restricted Parties) by any one or more
Persons which are at the relevant time Lenders pursuant to a
letter of credit facility (or if there is more than one such
letter of credit issuer, letter of credit facilities)
(collectively, the "PERMITTED LC FACILITIES" and individually
a "PERMITTED LC FACILITY") established outside of this
Agreement, provided that the debts and liabilities of the Cdn.
Borrower under each such Permitted LC Facility are unsecured
except for the Permitted LC Facility Cash Collateral Security
provided to the issuer of the letters of credit under such
Permitted LC Facility."
and by adding the following new paragraph at the end of such subsection:
"(x) a guarantee and indemnity (collectively the "BANK ACCOUNT
SERVICES GUARANTEES") from each of the Cdn. Borrower and its
various Canadian Subsidiaries to either or both of Canadian
Imperial Bank of Commerce and Comerica Bank (or to a
collateral agent or security agent on behalf of either or both
of Canadian Imperial Bank of Commerce and Comerica Bank) in
support of the bank account services (the "CIBC BANK ACCOUNT
SERVICES") provided by Canadian Imperial Bank of Commerce in
Canada to the Cdn. Borrower and certain of its Canadian
Subsidiaries and the bank account and cash management services
(the "COMERICA BANK ACCOUNT SERVICES") provided by Comerica
and its Affiliates in the United Sates of America to the Cdn.
Borrower and certain Subsidiaries of the Cdn. Borrower."
SECTION 2.05 SCHEDULES: Schedule 6 (Permitted Liens) is amended by revising
paragraph (z) of such Schedule to read as follows:
"(z) cash collateral security given to the issuer or issuers from
time to time of the letters of credit under the Permitted LC
Facilities provided that (i) the aggregate principal amount of
such cash collateral security shall not exceed U.S.
- 5 -
6
$28,000,000 (plus interest thereon and proceeds thereof) ,
(ii) such cash collateral security will only secure the debts
and liabilities of the Cdn. Borrower to the applicable issuer
of such letters of credit with respect to such letters of
credit (including fees, interest, reimbursement obligations
and costs and expenses), (iii) such cash collateral security
will be funded solely from the proceeds of Released Amounts
released to the Borrowers for such purpose pursuant to Section
6.07, the net proceeds payable to the Restricted Parties from
the sale by the Restricted Parties of their
investments/securities in Strategic Holdings, Inc. and, as to
the balance, from the cash resources of the Restricted
Parties, and (iv) the cash collateral held as such cash
collateral security shall be subject to the Lien of the
Security subject only to (A) the Lien of the applicable issuer
of the letters of credit under the applicable Permitted LC
Facility on such cash collateral (including interest thereon
and proceeds thereof), and (B) the Lien of either or both of
the Bank Account Service Providers (or a collateral agent or
security agent on behalf of either or both of the Bank Account
Service Providers) on such cash collateral (including interest
thereon and proceeds thereof) as security for the Bank Account
Service Liabilities (such cash collateral security (including
interest thereon and the proceeds thereof) being collectively
the "PERMITTED LC FACILITIES CASH COLLATERAL SECURITY" and
individually a "PERMITTED LC FACILITY CASH COLLATERAL
SECURITY").
and by adding the following paragraphs at the end of such Schedule:
"(aa) a security interest over all of the Canadian Accounts
Receivable granted by the Cdn. Borrower and its Canadian
Subsidiaries to either or both of the Bank Account Service
Providers (or to a collateral agent or security agent on
behalf of either or both of Bank Account Service Providers) as
security for the Bank Account Service Liabilities.
(ab) a security interest over all of the cash collateral referred
to in paragraph (z) granted by the Cdn. Borrower to either or
both of the Bank Account Service Providers (or to a collateral
agent or security agent on behalf of either or both of the
Bank Account Service Providers) as security for the Bank
Account Service Liabilities.
(ac) a security interest (the "SHI SALE PROCEEDS CASH COLLATERAL
SECURITY") in the proceeds received by the Cdn. Borrower from
the sale to Strategic Holdings, Inc. ("SHI") of all of the
investments/securities of the Restricted Parties in SHI and
such additional funds from the cash resources of the
Restricted Parties necessary to increase such proceeds from
the SHI sale to U.S. $8,000,000 granted by the Cdn. Borrower
to either or both of the Bank Account Service Providers (or to
a collateral agent or security agent on behalf of either or
both of the Bank Account Service Providers) as security for
the Bank Account Service Liabilities."
- 6 -
7
ARTICLE THREE
GENERAL
SECTION 3.01 CONFIRMATION: The Credit Agreement, as amended by this amending
agreement, is hereby confirmed by the Borrowers and the Administrative Agent, on
behalf of itself, the Lenders, the Other Agents and their respective Eligible
Affiliates.
SECTION 3.02 BINDING NATURE: This amending agreement shall enure to the benefit
of and be binding upon the Borrowers, the Administrative Agent, the Lenders, the
Other Agents, their respective Eligible Affiliates and their respective
successors and permitted assigns.
SECTION 3.03 CONFLICTS: If, after the date of this amending agreement, any
provision of this amending agreement is inconsistent with any provision of the
Credit Agreement, the relevant provision of this amending agreement shall
prevail.
SECTION 3.04 ACKNOWLEDGEMENT AND NO WAIVERS: The Borrowers acknowledge that
Defaults have occurred and are continuing under the Credit Agreement including,
without limitation, (a) an Event of Default under subsection 9.01(b) of the
Credit Agreement because of the default by the Borrowers in the payment of
interest under the Credit Agreement, (b) Events of Default under subsection
9.01(c) of the Credit Agreement because the Cdn. Borrower is not in compliance
with the Interest Coverage Ratio requirements of subsection 8.03(a) of the
Credit Agreement, the Adjusted Debt to EBITDA Covenant Ratio requirements of
subsection 8.03(e) of the Credit Agreement, the Debt to EBITDA Covenant Ratio
requirements of subsection 8.03(b) of the Credit Agreement, and the Working
Capital Ratio requirements of subsection 8.03(d) of the Credit Agreement, and
(c) an Event of Default under subsection 9.01(g) of the Credit Agreement because
of the default by Xxxxxx Enterprises Inc. in payment of amounts in aggregate in
excess of U.S. $10,000,000 owed to FP Commodity Master Trust relative to an
inventory monetization program. Nothing in this amending agreement waives or
shall be deemed to waive any Default or Event of Default or any right,
entitlement, privilege, benefit or remedy which the Administrative Agent, the
Other Agents or the Lenders may have now or at any time in the future as a
result of or in connection with any such Default or Event of Default.
SECTION 3.05 LAW OF CONTRACT: This amending agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario and of the laws
of Canada applicable in the Province of Ontario.
SECTION 3.06 COUNTERPART AND FACSIMILE: This amending agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same instrument.
Delivery of an executed signature page to this amending
- 7 -
8
SECTION 3.07 agreement by any party by facsimile transmission shall be as
effective as delivery of a manually executed copy of this amending agreement by
such party.
IN WITNESS OF WHICH the Borrowers and the Administrative Agent, on
behalf of itself, the Lenders, the Other Agents and their respective Eligible
Affiliates, have executed this amending agreement as of the date indicated on
the first page of this amending agreement.
XXXXXX SERVICES CORP. XXXXXX SERVICES (DELAWARE), INC.
by: by:
------------------------------------------------ ----------------------------------------------
name: name:
title: title:
by: by:
------------------------------------------------ ----------------------------------------------
name: name:
title: title:
CANADIAN IMPERIAL BANK OF COMMERCE (in its capacity as
Administrative Agent)
by:
------------------------------------------------
name:
title:
by:
------------------------------------------------
name:
title:
ACKNOWLEDGEMENT AND CONFIRMATION
Each of the undersigned consents to the above referenced amendments to
the Credit Agreement and to the Borrowers, the Administrative Agent (on behalf
of itself, the Lenders, the Other Agents and their respective Eligible
Affiliates) entering into this amending agreement and
- 8 -
9
acknowledges and agrees that all of the guarantees and security delivered by it
to or for the benefit of any one or more of the Administrative Agent and the
Lenders (including any such guarantees and security delivered by it to Canadian
Imperial Bank of Commerce as security agent) in connection with, or otherwise
applicable to, the debts and liabilities of itself or either one or both of the
Borrowers to any one or more of the Administrative Agent, the Lenders, the Other
Agents and their respective Eligible Affiliates under, in connection with or
with respect to any one or more of the Credit Agreement, the other Credit
Documents and the Lender/Borrower Hedging Arrangements are hereby ratified and
confirmed and remain in full force and effect notwithstanding the entering into
of this amending agreement by the Borrowers, the Administrative Agent (on behalf
of itself, the Lenders, the Other Agents and their respective Eligible
Affiliates) and notwithstanding the amendments to the Credit Agreement effected
by this amending agreement.
This acknowledgement and confirmation may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. Delivery of an executed
signature page to this acknowledgement and confirmation by any party by
facsimile transmission shall be as effective as delivery of a manually executed
copy of this acknowledgement and confirmation by such party.
IN WITNESS OF WHICH each of the undersigned have executed this
acknowledgement and confirmation as of the date referred to on the first page of
this amending agreement.
XXXXXX SERVICES (DELAWARE), INC.
LUNTZ CORPORATION
LUNTZ ACQUISITION (DELAWARE) CORPORATION
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC.
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC.
OF NEVADA
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC.
OF PUERTO RICO
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC.
OF RHODE ISLAND
- 9 -
10
CHEMICAL POLLUTION CONTROL, INC. OF FLORIDA
- A 21ST CENTURY ENVIRONMENTAL MANAGEMENT
COMPANY
CHEMICAL POLLUTION CONTROL, INC. OF NEW YORK
- A 21ST CENTURY ENVIRONMENTAL MANAGEMENT
COMPANY
NORTHLAND ENVIRONMENTAL, INC.
RESI ACQUISITION (DELAWARE) CORPORATION
CHEM-FREIGHT, INC.
REPUBLIC ENVIRONMENTAL RECYCLING (NEW
JERSEY), INC.
REPUBLIC ENVIRONMENTAL SYSTEMS
(PENNSYLVANIA), INC.
REPUBLIC ENVIRONMENTAL SYSTEMS (TECHNICAL
SERVICES GROUP), INC.
REPUBLIC ENVIRONMENTAL SYSTEMS
(TRANSPORTATION GROUP), INC.
XXXXXX ENTERPRISES INC./LES ENTREPRISES
XXXXXX INC.
XXXXXX ANALYTICAL SERVICES CORPORATION
XXXXXX ENVIRONMENTAL (ATLANTIC) LIMITED
XXXXXX ENVIRONMENTAL (ELMIRA) INC.
XXXXXX ENVIRONMENTAL SERVICES LIMITED
XXXXXX INVESTMENT CORP.
PSC/IML ACQUISITION CORP.
RECYCLAGE D'ALUMINIUM QUEBEC INC./QUEBEC
ALUMINUM RECYCLING INC.
- 10 -
11
1195613 ONTARIO INC.
1233793 ONTARIO INC.
842578 ONTARIO LIMITED
COUSINS WASTE CONTROL CORPORATION
D & L, INC.
INTERMETCO U.S., INC.
BUTCO, INC.
ALLTIFT, INC.
INTERMETCO U.S.A. LTD.
GEORGIA TUBULAR PRODUCTS, INC.
NORTRU, INC.
ALLWORTH, INC.
CHEMICAL RECLAMATION SERVICES, INC.
XXXXXX RECLAMATION SERVICES, HOUSTON, INC.
SOUTHEAST ENVIRONMENTAL SERVICES COMPANY,
INC.
CYANOKEM INC.
RHO-CHEM CORPORATION
XXXXX, X.X. DE C.V.
THERMALKEM INC.
PEN METALS (DELAWARE), INC.
XXXXXX ENVIRONMENTAL OF IDAHO CORPORATION
- 11 -
12
XXXXXX ENVIRONMENTAL (WASHINGTON) INC.
BURLINGTON ENVIRONMENTAL INC. [DELAWARE]
BURLINGTON ENVIRONMENTAL INC. [WASHINGTON]
RESOURCE RECOVERY CORPORATION
TERMCO CORPORATION
GASOLINE TANK SERVICE COMPANY, INC.
UNITED DRAIN OIL SERVICE, INC.
XXXXXX ENVIRONMENTAL SERVICES CORPORATION
SOLVENT RECOVERY CORPORATION
XXXXXX INDUSTRIAL SERVICES (USA), INC.
XXXXXX INDUSTRIAL SERVICES GROUP, INC.
ALRC, INC.
APLC, INC.
ALLWASTE ASBESTOS ABATEMENT HOLDINGS, INC.
ALLWASTE ASBESTOS ABATEMENT, INC.
ALLWASTE ASBESTOS ABATEMENT OF NEW ENGLAND,
INC.
ONEIDA ASBESTOS REMOVAL, INC.
ONEIDA ASBESTOS ABATEMENT INC.
XXXXXX ENVIRONMENTAL SERVICES, INC.
ACE/ALLWASTE ENVIRONMENTAL SERVICES OF
INDIANA, INC.
ALL SAFETY AND SUPPLY, INC.
- 12 -
13
XXXXXX SCAFFOLD CORPORATION
ALLSCAFF, INC.
ALLWASTE ENVIRONMENTAL SERVICES/NORTH
CENTRAL, INC.
XXXXXX SERVICES/OHIO, INC.
XXXXXX XXXX INDUSTRIAL SERVICES, INC.
XXXXXX TRANSPORTATION AND REMEDIATION, INC.
XXXXXX SERVICES/SOUTH CENTRAL, INC.
XXXXXX SERVICES/SOUTHWEST, INC.
XXXXXX SERVICES HAWAII, LTD.
ALLWASTE SERVICIOS INDUSTRIALES DE CONTROL
ECOLOGICO S.A. DE C.V.
ALLWASTE TANK SERVICES S.A. DE C.V.
ALLWASTE TEXQUISITION, INC.
CALIGO DE MEXICO, S.A. DE C.V.
XXXXXX AUTOMOTIVE, LTD.
INDUSTRIAL CONSTRUCTION SERVICES COMPANY,
INC.
X.X. XXXXXXX/ALLWASTE, INC.
XXXXX & LUTHER SERVICES, INC.
JESCO INDUSTRIAL SERVICES, INC.
XXXXXX OIL RECYCLING, INC.
XXXXXX INDUSTRIAL SERVICES OF TEXAS, INC.
XXXXXX SERVICES/LOUISIANA, INC.
- 13 -
14
XXXXXX MID-ATLANTIC, INC.
XXXXXX SERVICES/MISSOURI, INC.
XXXXXX SERVICES/MOBILE, INC.
XXXXXX SERVICES/NORTH ATLANTIC, INC.
XXXXXX SERVICES/NORTH CENTRAL, INC.
XXXXXX SERVICES/OKLAHOMA, INC.
XXXXXX PLANT SERVICES, INC.
XXXXXX SERVICES/ATLANTA, INC.
BEC/XXXXXX, INC.
XXXXXX/XXXXXXX, INC.
ALLWASTE OF CANADA LTD.
CALIGO RECLAMATION LTD.
ALLWASTE TANK CLEANING, INC.
ALLWASTE RAILCAR CLEANING, INC.
ALLWASTE RECOVERY SYSTEMS, INC.
PSC ENTERPRISES, INC.
ALLIES STAFFING, INC.
ALLIES STAFFING LTD.
ALLQUEST CAPITAL, INC.
XXXXXX METALS (DELAWARE), INC.
INTSEL SOUTHWEST LIMITED PARTNERSHIP
XXXXXX METALS INC.
XXXXXX METALS RECOVERY (USA) INC.
- 14 -
15
XXXXXX SERVICES (PENNSYLVANIA), INC.
XXXXXX METALS (NEW YORK), INC.
XXXXXX ST, INC.
XXXXXX CHEMISOLV HOLDINGS, INC.
XXXXXX CHEMI-SOLV, INC.
DM ACQUISITION CORPORATION
DELTA MAINTENANCE, INC.
XXXXXX REFRACTORY & CORROSION CORPORATION
XXXXXXX CORPORATION
XXXXXX REFRACTORY SERVICES, INC.
TOTAL REFRACTORY SYSTEMS, INC.
XXXXXX REFRACTORY & CORROSION SERVICES, INC.
UNITED INDUSTRIAL MATERIALS, INC.
INDUSTRIAL SERVICES TECHNOLOGIES, INC.
ADVANCED ENVIRONMENTAL SYSTEMS, INC.
ADVANCED ENERGY CORPORATION
INTERNATIONAL CATALYST, INC.
IST HOLDING CORP.
CHEM-FAB, INC.
PIPING HOLDINGS CORP.
PIPING COMPANIES, INC.
PIPING MECHANICAL CORPORATION
HYDRO-ENGINEERING & SERVICE, INC.
- 15 -
16
MAC-TECH, INC.
SERV-TECH DE MEXICO S DE X.X. DE C.V.
SERV-TECH MEXICANA S DE X.X. DE C.V.
PETROCHEM FIELD SERVICES DE VENEZUELA
XXXXXX ENTERPRISE SERVICE CORPORATION
XXXXXX MECHANICAL SERVICES OF LOUISIANA,
INC.
XXXXXX ST PIPING, INC.
XXXXXX TECHNICAL SERVICES, INC.
XXXXXX/SECO INDUSTRIES, INC.
TIPCO ACQUISITION CORP.
PRS HOLDING, INC.
XXXXXX XXXXX RECOVERY SYSTEMS, INC.
SERV-TECH EPC, INC.
SERV-TECH CONSTRUCTION AND MAINTENANCE, INC.
SERV-TECH ENGINEERS, INC.
XXXXXX X.X. XXXXXXXX, INC.
SERV-TECH INTERNATIONAL SALES, INC.
SERV-TECH OF NEW MEXICO, INC.
SERV-TECH SERVICES, INC.
SERV-TECH SUDAMERICANA S.A.
SERVTECH CANADA, INC.
ST DELTA CANADA, INC.
- 16 -
17
TERMINAL TECHNOLOGIES, INC.
RMF GLOBAL, INC.
RMF INDUSTRIAL CONTRACTING, INC.
RMF ENVIRONMENTAL, INC.
XXXXXX METALS (USA), INC.
ARC DUST PROCESSING (BARBADOS) LIMITED
PHENCORP INTERNATIONAL FINANCE INC.
PHENCORP INTERNATIONAL B.V.
XXXXXX SERVICES (NETHERLANDS) B.V.
XXXXXX SERVICES (EUROPE) LIMITED
ALLIED METALS LIMITED
B.M. METALS (RECYCLING) LTD.
BATH RECLAMATION (AVONMOUTH) CO. LIMITED
BLACKBUSHE LIMITED
BLACKBUSHE METALS (WESTERN) LIMITED
XXXXXXX METAL COMPANY LIMITED
SOUTHERN HAULIERS LIMITED
X.X. XXXXXX (METALS) LIMITED
X. XXXXXX (HOLDINGS) LIMITED
X. XXXXXX & CO., LIMITED
X. XXXXXXX & SONS (BRISTOL) LIMITED
XXXXX XXXXXX LIMITED
WIDSITE LIMITED
- 17 -
18
XXXXXX METALS (EUROPE) LIMITED
PHENCORP REINSURANCE COMPANY INC.
XXXXXX INTERNATIONAL DEVELOPMENT INC.
CECATUR HOLDINGS
XXXXXX SERVICES (DELAWARE), L.L.C.
CHEMISOLV LIMITED
XXXXXX INTERNATIONAL DEVELOPMENT INC.
XXXXXX SERVICES INDUSTRIAIS DO BRAZIL LTDA
SERV-TECH EUROPE GMBH
P.S.P.E. SERVICOS PRESTADOS AS EMPRESAS
UNIPESSOAL LIMITADA
P.S.C. XXXXXX SERVICES IBERICA, S.L.
2766906 CANADA INC.
721646 ALBERTA LTD.
800151 ONTARIO INC.
912613 ONTARIO LTD.
XXXXXX PLASMA METALS INC.
CALIGO PARTNERSHIP
BY ITS PARTNER ALLWASTE OF CANADA LTD.
DELSAN DEMOLITION LIMITED
NORTRU, LTD.
ALLWASTE PAINT SERVICES S.A. DE C.V.
- 18 -
19
ALLWASTE SERVICES OF EL PASO, INC.
DEEP CLEAN, INC.
and all other Guarantor Subsidiaries (if any)
in each case by:
Xxxxx Xxxxx
Authorized Signatory
