Exhibit 99.3
October 12, 1999
XXXXXXX INC.
0000 Xxxxx Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx X0X 000
XXXXXX
Attention: Xx. Xxxxx X. Xxxxxxx
President and Chief Executive Officer
Dear Sirs:
Xxxxxxx Inc. has filed with the Securities and Exchange Commission a
statement of beneficial ownership on Schedule 13D reporting that Xxxxxxx Inc. is
the Beneficial Owner (such term as used in this Agreement being as defined in
Rule 13d-3 of the Securities Exchange Act of 1934, as amended) (the "Exchange
Act") of 43.6% of the outstanding voting securities of Safety-Kleen Corp. (the
"Company").
Xxxxxxx Inc. is entering into this Agreement on its own behalf and on
behalf of all of its current and future affiliates, subsidiaries and associates
(Xxxxxxx Inc. and all of the foregoing together, "Xxxxxxx") to define certain
rights and obligations of Xxxxxxx and the Company in connection with Xxxxxxx'x
recent announcement of its intention actively to seek a buyer for its stock in
the Company.
1. Acquisitions of Beneficial Ownership, etc. Xxxxxxx agrees that it
will not, on or before March 31,2000, acquire, offer or propose to acquire, or
agree to acquire, directly or indirectly, by purchase or otherwise, Beneficial
Ownership of any voting securities of the Company, or direct or indirect rights,
warrants or options to acquire (through purchase, exchange, conversion or
otherwise) any voting securities, if, thereafter, Xxxxxxx would Beneficially
Own, or would have the right to acquire at any time Beneficial Ownership of, in
the aggregate, voting securities representing more than 43.6% of the Company's
outstanding voting securities. In addition, Xxxxxxx will not obtain or seek to
obtain any right to vote any voting securities of the Company by agreement,
understanding, voting trust, partnership or otherwise other than the right to
vote securities representing not more than 43.6% of the Company's outstanding
voting securities, except that the foregoing will not prevent Xxxxxxx from
soliciting proxies of
October 12, 1999
Page 2
public stockholders of the Company by means of a solicitation that complies with
the provisions of Section 14A of the Exchange Act and the rules and regulations
thereunder.
2. Specific Performance. Xxxxxxx acknowledges that the Company would
not have an adequate remedy at law for money damages in the event that the
agreements and covenants set forth herein were not performed in accordance with
their respective terms and therefore Xxxxxxx agrees that the Company shall be
entitled to specific enforcement of, and injunctive relief to prevent any
violation of, the terms hereof, in addition to any other remedy or relief
available at law or in equity.
3. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware as applied to
contracts made and fully performed in such State.
4. Amendments. This Agreement shall not be modified or amended except
pursuant to an instrument in writing executed and delivered on behalf of each of
the parties hereto.
5. Counterparts. This Agreement may be executed in two or more
counterparts which together shall constitute a single agreement.
6. Jurisdiction. Any action at law, suit in equity or other appropriate
proceeding with respect to any matter relating to or arising under this
Agreement or any term or provision of this Agreement, may be brought and
maintained in the courts of the State of Delaware. Xxxxxxx hereby (a) submits to
the jurisdiction of such courts for the purpose of any such action, suit or
proceeding, (b) agrees that service of all writs, processes and summonses in any
such action, suite or proceeding brought in the State of Delaware may be made
upon it by service on Xxxxxxx at the address indicated above by the mailing of
copies thereof by mail, hand delivery or reputable overnight courier, such
service to become effective three days after such mailing or upon delivery, and
(c) irrevocably waives any objection which it now has or hereafter may have to
the laying of venue of any such action, suite or proceeding brought or
maintained in such courts as having been in an inconvenient forum.
October 12, 1999
Page 3
Yours truly,
SAFETY-KLEEN CORP.
By: /s/ X. X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
Accepted and Agreed:
XXXXXXX INC.
By: /s/ Xxxx X. Xxxxxx
-------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice-President & General Counsel
