Exhibit 10
AMENDMENT AGREEMENT
THIS AMENDMENT (the "Amendment") is made as of the 10th day of July, 1995
by and among WMX TECHNOLOGIES, INC., CHEMICAL WASTE MANAGEMENT, INC.,
WHEELABRATOR TECHNOLOGIES INC. ("WTI"), WASTE MANAGEMENT INTERNATIONAL, INC.,
WASTE MANAGEMENT INTERNATIONAL plc ("WME") and RUST INTERNATIONAL INC.
RECITALS
WHEREAS, the parties hereto are party to a certain First Amended and
Restated International Business Opportunities Agreement dated as of January 1,
1993, as amended (the "Agreement") pursuant to which they have allocated various
business opportunities among themselves.
WHEREAS, WTI and WME intend to enter into a certain International Waste-to-
Energy Framework Agreement dated July 10, 1995 (the "Framework Agreement") to
form a joint venture (the "Joint Venture") to develop waste-to-energy projects
outside of North America, Italy and Germany.
WHEREAS, the parties desire to modify the allocation of waste-to-energy
business opportunities outside of North America in order that they may pursue
the Joint Venture.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendments. For so long as the Framework Agreement shall remain in
effect:
(a) the allocation to WME of opportunities outside of North America
relating to the design, development, construction, operation and maintenance of
waste-to-energy facilities under Section 3.2(b)(v) of the Agreement shall be
deleted in its entirety; and
(b) the following language shall be inserted as Section 3.2(b)(viii) of the
Agreement:
(viii) opportunities outside of North America, other than in the
countries of Germany and Italy, relating to the design, development,
construction, operation and maintenance of waste-to-energy facilities
shall be governed by the terms of the International Waste-to-Energy
Framework Agreement dated July 10, 1995 by and between WTI and WME;
such waste-to-energy opportunities in the countries of Germany and
Italy shall be allocated to WME exclusively.
2. Effect of Termination of Framework Agreement. (a) The amendments to
the Agreement set forth in Section 1 of this Amendment shall be of no further
force and effect upon the termination of the Framework Agreement and the
Agreement shall revert to its form as is existed immediately prior to the
execution of this Amendment (subject to any subsequent amendments to the
Agreement made in accordance with its terms).
(b) Notwithstanding the foregoing and any other provision of the
Agreement to the contrary, WME and WTI may continue to develop, construct, own
and operate any waste-to-energy project that constitutes an Approved JV Project
(as such term is defined in the Framework Agreement) as of the date on which the
Joint Venture is terminated pursuant to the Framework Agreement.
3. Headings. The headings contained in this Amendment are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Amendment.
4. Third Party Rights. This Amendment shall not provide any third
parties with any remedy, claim, liability, reimbursement, cause of action or
other right in excess of those existing without reference to this Amendment.
5. Affiliates. The parties hereto acknowledge that they often conduct
their business operations through controlled Affiliates (as defined in the
Agreement). The parties hereto therefore agree that they will cause their
respective direct and indirect controlled Affiliates to abide by the terms of
this Amendment as if they were parties hereto to the extent necessary to carry
out the purposes of this Amendment. Further, each party shall be entitled to
cause its obligations hereunder to be satisfied, and to cause its benefits
hereunder to be received, by its controlled Affiliates.
6. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which shall
constitute one and the same instrument.
7. Choice of Law. This Amendment shall be interpreted and construed in
accordance with the internal laws (and not the conflicts of laws rules) of the
State of Illinois applicable to contracts made and to be performed in the State
of Illinois.
8. Assignment. This Amendment and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties and their respective
permitted successors and assigns, but neither this Amendment nor any of the
rights, interests or obligations hereunder shall be assigned by any party
without the prior written consent of the other parties hereto.
9. Severability. If any provision of this Amendment is prohibited by or
held to be invalid under applicable law, such provision will be ineffective to
the extent of such prohibition or invalidity, without invalidating the remaining
provisions of this Amendment. Each provision in this Amendment shall be read
and construed independently of the other provisions hereof. If any provision of
this Amendment, as applied to any party or to any
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circumstances, is adjudged by a court to be invalid or unenforceable for any
reason, such judgment shall in no way affect any other provision of this
Amendment, the application of such provision in any other circumstances or to
any other party or the validity or enforceability of this Amendment. If any
provision or part of a provision in this Amendment is held to be unenforceable
because of the duration of such provision, the geographical area covered by such
provision or the range of activities covered by such provision, the parties
agree that the court making such determination will have the power to reduce the
duration, area and scope of such provisions and to delete specific words or
phrases, if and as necessary under law, and in its reduced form such provision
will then be enforceable and will be enforced.
10. Registration of Agreement. If there is any provision of this
Amendment, or of any agreement or arrangement of which this Amendment forms a
part, which causes or would cause this Amendment or that agreement or
arrangement to be subject to registration under the Restrictive Trade Practices
Xxx 0000 of Great Britain, then that provision shall not take effect until the
day after particulars of this Amendment or that agreement or arrangement (as the
case may be) have been furnished to the Director General of Fair Trading
pursuant to Section 24 of that Act.
11. Ratification. Except as specifically amended hereby, the Agreement is
hereby ratified, confirmed and approved.
WMX TECHNOLOGIES, INC. CHEMICAL WASTE
MANAGEMENT, INC.
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxx
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Name: Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx
Title: Vice President Title: Secretary
WHEELABRATOR WASTE MANAGEMENT
TECHNOLOGIES INC. INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxx
Title: Staff Vice President and Secretary Title: Vice President and Secretary
WASTE MANAGEMENT RUST INTERNATIONAL INC.
INTERNATIONAL PLC
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Executive Title: Vice President and
Secretary
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