EXHIBIT 10.24
AMENDMENT NUMBER EIGHT TO LOAN AGREEMENT
THIS AMENDMENT NUMBER EIGHT TO LOAN AGREEMENT (this
"Amendment"), dated as of June __, 2002, is entered into by and among XXXXXX
SERVICES CORPORATION, a Delaware corporation ("Parent"), each of Parent's
Subsidiaries identified on the signature pages hereof (such Subsidiaries,
together with Parent, each a "Borrower" and collectively, jointly and severally,
the "Borrowers"), each of the lenders that is a signatory to this Amendment
(together with its successors and permitted assigns, individually, a "Lender"
and, collectively, the "Lenders"), and FOOTHILL CAPITAL CORPORATION, a
California corporation, as the arranger and administrative agent for the Lenders
(in such capacity, together with its successors, if any, in such capacity,
"Agent" and together with the Lenders, collectively, the "Lender Group"):
W I T N E S S E T H
WHEREAS, the Borrowers and the Lender Group are parties to
that certain Loan Agreement, dated as of March 31, 2000, as amended by those
certain Amendments Numbers One, Two, Three, Four, Five, Six, and Seven to Loan
Agreement dated as of March 28, 2001, May 18, 2001, November 19, 2001, January
29, 2002, February 19, 2002, March 8, 2002, and April 12, 2002 respectively (as
amended, restated, supplemented, or modified from time to time, the "Loan
Agreement");
WHEREAS, the Borrowers have requested that the Lender Group
consent to the amendment of the Loan Agreement as set forth herein; and
WHEREAS, subject to the satisfaction of the conditions set
forth herein, the Lender Group is willing to so consent to the amendment of the
Loan Agreement on the terms set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Loan Agreement, as amended
hereby.
2. AMENDMENTS TO LOAN AGREEMENT.
(a) Section 2.2(a) of the Loan Agreement is hereby amended by deleting the
phrase "10 Business Days prior to the Maturity Date" appearing in the sixth
sentence thereof, and replacing such phrase with the following phrase: "December
31, 2003".
(b) Section 2.2A(a) of the Loan Agreement is hereby amended by deleting the
phrase "10 Business Days prior to the Maturity Date" appearing in the sixth
sentence thereof, and replacing such phrase with the following phrase: "April 8,
2004".
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(c) Section 3.5 of the Loan Agreement is hereby amended by amending and
restating the first sentence thereof in its entirety as follows:
"On the date of termination of this Agreement, all Obligations (including
contingent reimbursement obligations of Borrowers with respect to any
outstanding Letters of Credit) immediately shall become due and payable without
notice or demand (including either (i) providing cash collateral to be held by
Agent for the benefit of the Lender Group in an amount equal to 105% of the
maximum amount of the Lender Group's obligations under outstanding Letters of
Credit, or (ii) causing the original Letters of Credit to be returned to
Agent)."
3. CONDITIONS PRECEDENT.
(a) The representations and warranties in the Loan Agreement and the other
Loan Documents (other than with respect to events that have been expressly
consented to in writing by the Lenders since the date on which such
representations and warranties were first made) shall be true and correct in all
respects on and as of the date hereof, as though made on such date (except to
the extent that such representations and warranties relate solely to an earlier
date);
(b) Agent shall have received the reaffirmation and consent of each
Guarantor attached hereto as Exhibit A, duly executed and delivered by an
authorized official of each Guarantor;
(c) No Default or Event of Default shall have occurred and be continuing on
the date hereof or as of the date of the effectiveness of this Amendment; and
(d) No injunction, writ, restraining order, or other order of any nature
prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any
Governmental Authority against any Obligor or the Lender Group.
4. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK.
5. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendments to
the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect.
The execution, delivery, and performance of this Amendment shall not operate as
a waiver of or, except as expressly set forth herein, as an amendment of, any
right, power, or remedy of the Lender Group as in effect prior to the date
hereof. The amendments and other agreements set forth herein are limited to the
specifics hereof, shall not apply with respect to any facts or occurrences other
than those on which the same are based, shall not excuse future non-compliance
with the Loan Agreement, and shall not operate as a consent to any further or
other matter, under the Loan Documents.
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To the extent any terms or provisions of this Amendment conflict with those of
the Loan Agreement or other Loan Documents, the terms and provisions of this
Amendment shall control. This Amendment is a Loan Document.
6. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.
7. MISCELLANEOUS.
(a) Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.
(b) Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered as of the date first written above.
XXXXXX SERVICES CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxx
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PSC BY-PRODUCTS SERVICES, INC.,
a Delaware corporation
PSC INDUSTRIAL OUTSOURCING, INC.,
a Delaware corporation
PSC METALS, INC.,
an Ohio corporation
PSC INDUSTRIAL SERVICES, INC.,
a Delaware corporation
REPUBLIC ENVIRONMENTAL RECYCLING (NEW JERSEY), INC.,
a Delaware corporation
NORTHLAND ENVIRONMENTAL, INC.,
a Delaware corporation
SOLVENT RECOVERY CORPORATION,
a Missouri corporation
XXXXXX ENVIRONMENTAL SERVICES CORPORATION,
a Missouri corporation
COUSINS WASTE CONTROL CORPORATION,
an Ohio corporation
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC. OF
NEVADA,
a Nevada corporation
21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC. OF
RHODE ISLAND,
a Rhode Island corporation
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CHEMICAL POLLUTION CONTROL, INC. OF NEW YORK - A 21ST
CENTURY ENVIRONMENTAL MANAGEMENT COMPANY,
a New York corporation
BURLINGTON ENVIRONMENTAL INC.,
a Washington corporation
REPUBLIC ENVIRONMENTAL SYSTEMS (PENNSYLVANIA), INC.,
a Pennsylvania corporation
CHEMICAL POLLUTION CONTROL, INC. OF FLORIDA - A 21ST
CENTURY ENVIRONMENTAL MANAGEMENT COMPANY,
a Florida corporation
RESOURCE RECOVERY CORPORATION,
a Washington corporation
REPUBLIC ENVIRONMENTAL SYSTEMS
(TRANSPORTATION GROUP), INC.,
a Pennsylvania corporation
CHEM-FREIGHT, INC.,
an Ohio corporation
NORTRU, INC.,
a Michigan corporation
CHEMICAL RECLAMATION SERVICES, INC.,
a Texas corporation
XXXXXX RECLAMATION SERVICES, HOUSTON, INC.,
a Texas corporation
THERMALKEM INC.,
a Delaware corporation
ALLWORTH, INC.,
an Alabama corporation
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RHO-CHEM CORPORATION,
a California corporation
CYANOKEM INC.,
a Michigan corporation
INTERNATIONAL CATALYST, INC.,
a Nevada corporation
ALLWASTE TANK CLEANING, INC.,
a Georgia corporation
CAPPCO TUBULAR PRODUCTS USA, INC.,
a Georgia corporation
XXXXXX METALS (NEW YORK), INC.,
a New York corporation
TOTAL REFRACTORY SYSTEMS, INC.,
a Nevada corporation
XXXXXX SERVICES / NORTH CENTRAL, INC.,
an Iowa corporation
RMF GLOBAL, INC.,
an Ohio corporation
JESCO INDUSTRIAL SERVICE, INC.,
a Kentucky corporation
XXXXXX METALS (USA), INC.,
an Ohio corporation
XXXXXX METALS RECOVERY (USA) INC.,
an Arizona corporation
ACE/ALLWASTE ENVIRONMENTAL SERVICES OF INDIANA, INC.,
an Illinois corporation
LUNTZ ACQUISITION (DELAWARE) CORPORATION,
a Delaware corporation
SERV-TECH EPC, INC.,
a Nevada corporation
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XXXXXX SERVICES PHENCORP INTERNATIONAL INC.,
a Delaware corporation
XXXXXX TRANSPORTATION AND REMEDIATION, INC.,
a California corporation
DELTA MAINTENANCE, INC.,
a Louisiana corporation
XXXXXX SERVICES CECATUR HOLDINGS LLC,
a Delaware limited liability company
BY: XXXXXX SERVICES CECATUR, INC.
Its: Sole Member
XXXXXX SERVICES CECATUR INC.,
a Delaware corporation
XXXXXX SERVICES (PHENCORP) LLC,
a Delaware limited liability company
BY: XXXXXX SERVICES PHENCORP
INTERNATIONAL, INC.
Its: Sole Member
PSC RECOVERY SYSTEMS, INC.,
a Georgia corporation
REPUBLIC ENVIRONMENTAL SYSTEMS
(TECHNICAL SERVICES GROUP), INC.,
a New Jersey corporation
RMF INDUSTRIAL CONTRACTING, INC.,
a Michigan corporation
BY: /s/ Xxxxxx X. X'Xxxxx, Xx.
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Xxxxxx X. X'Xxxxx, Xx.
a Vice President of each of the above listed
entities which is not a limited liability
company, and as Vice President of the member
entity of any limited liability company
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FOOTHILL CAPITAL CORPORATION,
a California corporation, as Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Title: Vice President
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FOOTHILL INCOME TRUST L.P.,
a Delaware limited partnership, as a Lender
By: FIT GP, LLC, its general partner
By: Xxxxxx X. Xxxxxx
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Its: Managing Member
FOOTHILL PARTNERS III, L.P.,
a Delaware limited partnership, as a Lender
By: Xxxxxx X. Xxxxxx
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Its: Managing General Partner
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ABLECO FINANCE LLC,
a Delaware limited liability company, as a Lender
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Senior Vice President
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XXXXXXXXX LLC,
a New York limited liability company, as a Lender
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: Senior Vice President
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MEADOW WALK LIMITED PARTNERSHIP,
a Delaware limited partnership, as a Lender
By: BAYBERRY CORP., its General Partner
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: Authorized Signatory
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