EXHIBIT 10.3
EASTERN ENVIRONMENTAL SERVICES, INC.
0000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxx Xxxxxx 00000
Brambles Waste Services, Inc.
c/o Brambles USA, Inc.
The Wrigley Building
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx Xxxxxx
Re: Amendment of: (i) Agreement for the Sale and Purchase of Stock of
Atlantic Waste Disposal, Inc., dated as of March 25, 1998, among Brambles
Waste Services, Inc., Eastern Environmental Services, Inc. and others (the
"Atlantic Waste Agreement"); (ii) Agreement for the Sale and Purchase of
Atlantic New York, Inc., dated as of March 25, 1998, among Brambles Waste
Services, Inc., Eastern Environmental Services, Inc. and others (the "New
York Agreement").
Gentlemen:
This letter agreement amends the Atlantic Waste Agreement and the New York
Agreement (collectively, the "Agreements") to the extent, but only to the
extent, set forth below. All capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to them in the Atlantic Waste
Agreement.
(1) In consideration of the Sellers' agreement to make payment to the
County of Sussex, Virginia to obtain the County's consent to the transactions
contemplated by the Atlantic Waste Agreement on the terms set forth in the Third
Amendment to Contract and Ground Lease Agreement between the County and Atlantic
Waste Disposal, the purchase price act forth in the second line of Section 1.5
of the Atlantic Waste Agreement shall be $85,950,000 and not $80,600,000.
(2) New Section 5.2 shall be added to the Atlantic Waste Agreement, which
shall read in their entirety as follows:
Section 5.2 Certain Letters of Credit. Brambles USA is the account party
-------------------------
on certain letters of credit maintained for the benefit of Atlantic Waste. These
letters of credit shall remain in place at the Closing. Purchaser shall replace
the letters of credit within 90 days of the Closing. Purchaser shall indemnify
and hold harmless Brambles USA against any draw on the letters of credit that
may be made following the Closing.
(3) Section 8.2(a) of each of the Agreements shall be amended to add an
additional clause (vi) to the first sentence thereof. This additional clause
shall read in its entirety as follows:
; and (iii) against any liability or claim asserted by a third party against
Sellers or Brambles USA for liabilities fully reflected or reserved against in
the Most Recent Financial Statements, liabilities incurred in the ordinary
course of the Business after the date of the Most Recent Financial Statements
and through the Closing Date, and liabilities reflected on a Schedule to this
Agreement or arising from the operations by Purchaser of the Business after the
Closing. Notwithstanding the foregoing the indemnity act forth in this Section
8.2(a)(iii) shall not apply to any Excluded Liability or to the extent that any
claims arise from breaches by the Sellers of their representations, warranties,
or covenants.
Except as specifically amended hereby, the Agreements shall remain in full
force and effect.
-2-
Please indicate your agreement with the terms of this letter and your
intention to be legally bound hereby, by executing this letter where indicated
below.
Very truly yours,
EASTERN ENVIRONMENTAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Executive Vice President
ACCEPTED AND AGREED:
ATLANTIC WASTE DISPOSAL, INC. (and
on behalf of each Subsidiary)
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Vice President
Dated: June 29, 1998
BRAMBLES WASTE SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Dated: June 29, 1998
-3-
