EXHIBIT 4(o)
TORONTO DOMINION (TEXAS), Inc.
Xxxxx 0000\000 Xxxxxx
Xxxxxxx, Xxxxx 00000
Telephone Xx.
Xxxxxxxx 00, 0000
Xxxxxx-Xxxxx Services, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Safety-Kleen Systems, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxxxx
Re: Amended and Restated Marketing and Distribution Agreement
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Ladies and Gentlemen:
Reference is hereby made to (i) Amended and Restated Marketing and
Distribution Agreement dated as of December 14, 2000 (the "System-One
Agreement") by and among Safety-Kleen Systems, Inc., a subsidiary of
Safety-Kleen Corp., with offices located at 0000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxx
Xxxxxxxx 00000 ("SK Systems") and System One Technologies Inc., ("System-One"),
a Florida corporation, with offices located at 0000 X.X. 00xx Xxxxxx, Xxxxx 000,
Xxxxx, Xxxxxxx 00000 and (ii) the Amended and Restated Debtor in Possession
Credit Agreement, initially dated as of June 11, 2000, amended and restated as
of July 19, 2000 (the "DIP Credit Agreement") among Safety-Kleen Services, Inc.,
a Delaware Corporation (together with SK Systems, "Safety-Kleen"), the financial
institutions or entities from time to time parties thereto (the "Lenders"), The
Toronto Dominion Bank, Houston Agency, as letter of credit issuing bank, Toronto
Dominion (Texas) Inc., as administrative agent (the "General Administrative
Agent") and the CIT Business Group/Business Credit Inc. as collateral agent and
underwriter (the "Collateral Agent"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meaning ascribed to them in the
System-One Agreement.
Absent the express prior written consent of the General Administrative
Agent, Safety-Kleen hereby acknowledges and agrees that the total US dollar
amount of $20,000,000. Safety-Kleen further acknowledges and agrees that a
violation of this letter agreement will constitute an event of default under
section 9 of the DIP credit.
Very Truly Yours,
Toronto Dominion (Texas), Inc.
By: /s/ Xxxxxx Xxxxxx
------------------------------
Name: Xxxxxx Xxxxxx
Title President
Agreed to and accepted as of the
date first above written:
SAFETY-KLEEN SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: C.F.O.
SAFETY-KLEEN SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: C.F.O.
