Exhibit (c)(1) __________________________________________________ AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 24th, 1997 • Philip Services Corp • Sanitary services • New York
Principal Economic Terms of Plan: Subject to an adjustment mechanism (limited solely to an adjustment of the percentage of reorganized PSC common stock to be distributed to existing PSC shareholders) to be mutually agreed upon by the parties hereto in...Agreement • November 23rd, 1998 • Philip Services Corp • Sanitary services • Delaware
Philip Services Corp. 100 King Street West P.O. Box 2440, LCD #1 Hamilton, Ontario L8N 4J6 (905) 521-1600Letter Agreement • July 12th, 1999 • Philip Services Corp • Sanitary services • New York
BETWEENAsset Purchase Agreement • October 27th, 1997 • Philip Services Corp • Sanitary services • Delaware
EXHIBIT (c)(2) STOCKHOLDER AGREEMENT AGREEMENT, dated as of December 15, 1997, among Philip Services Corp., a corporation existing under the laws of Ontario ("Parent"), AES Acquisition Corp., a New York corporation and a wholly owned subsidiary of...Stockholder Agreement • December 24th, 1997 • Philip Services Corp • Sanitary services • New York
15,000,000 Common Shares 1 (no par value)Philip Services Corp • November 6th, 1997 • Sanitary services • New York
CANADIAN IMPERIAL BANK OF COMMERCE and BANKERS TRUST COMPANY as Co-Arrangers DRESDNER BANK CANADA, DRESDNER BANK AG NEW YORK BRANCH and ROYAL BANK OF CANADA as Documentation Agents THE VARIOUS PERSONS FROM TIME TO TIME PARTIES TO THIS AGREEMENT as LendersCredit Agreement • September 26th, 1997 • Philip Services Corp • Sanitary services • Ontario
ALLWASTE, INC. AND PHILIP SERVICES CORP. TO TEXAS COMMERCE TRUST COMPANY OF NEW YORK as Trustee _____________________ FIRST SUPPLEMENTAL INDENTURE Dated as of July 30, 1997 _____________________ Supplementing and Amending Indenture Dated as of June 1,...Philip Services Corp • April 29th, 1999 • Sanitary services • New York
ALLWASTE, INC. AND TEXAS COMMERCE TRUST COMPANY OF NEW YORK as Trustee INDENTUREIndenture • March 31st, 1998 • Philip Services Corp • Sanitary services • Texas
ARTICLE ONE INTERPRETATIONAmending Agreement • April 29th, 1999 • Philip Services Corp • Sanitary services • Ontario
DATED AS OF APRIL 11, 1995Shareholder Rights Plan Agreement • March 31st, 1998 • Philip Services Corp • Sanitary services • Ontario
EXHIBIT (c)(3) SHORT FORM MERGER OPTION AGREEMENT AGREEMENT, dated as of December 15, 1997 among Advanced Environmental Systems, Inc., a New York corporation (the "Company"), AES Acquisition Corp., a New York corporation ("Sub"), and Philip Services...Form Merger Option Agreement • December 24th, 1997 • Philip Services Corp • Sanitary services • Delaware
EXHIBIT N JUNE 21 AMENDMENT TO LOCKUP AGREEMENTLockup Agreement • August 16th, 1999 • Philip Services Corp • Sanitary services • New York
EXHIBIT 1 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of November 18, 1999 (this "Agreement"), among Forrest Acquisition Sub, Inc., a Delaware corporation ("Purchaser"), and Philip Environmental Services, Inc. (the "Stockholder"). R E C I T...Stockholder Agreement • November 24th, 1999 • Philip Services Corp • Wholesale-misc durable goods • Delaware
1 EXHIBIT 1Philip Services Corp • November 7th, 1997 • Sanitary services
EXHIBIT 2 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of November 18, 1999 (this "Agreement"), among Forrest Acquisition Sub, Inc., a Delaware corporation ("Purchaser"), and Philip Industrial Services Group, Inc. (the "Stockholder"). R E C I...Stockholder Agreement • November 24th, 1999 • Philip Services Corp • Wholesale-misc durable goods • Delaware
PHILIP SERVICES CORP. andLockup Agreement • August 16th, 1999 • Philip Services Corp • Sanitary services • New York
EXHIBIT 4Philip Services Corp • November 7th, 1997 • Sanitary services
1 EXHIBIT 10.10 PROCEEDS AGREEMENT THIS AGREEMENT dated as of April 5, 1999 is made by and among PHILIP SERVICES CORP. ("PSC"), PHILIP SERVICES (DELAWARE), INC. ("PSI" and, together with PSC, the "Borrowers") and each of the direct and indirect...Proceeds Agreement • April 29th, 1999 • Philip Services Corp • Sanitary services • Ontario
