PARTNERSHIP PURCHASE AGREEMENT
THIS PARTNERSHIP PURCHASE AGREEMENT (this "Agreement") is made and
entered into as of the 16th day of December, 1996, by and between Riverside
Caloric Company, an Indiana corporation ("Seller"), Waste Recovery, Inc., a
Texas corporation ("WRI"), and Waste Recovery-Illinois, L.L.C., an Illinois
limited liability company ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller and WRI are parties to that Partnership Agreement (the
"Partnership Agreement") dated as of November 29, 1993 of Waste
Recovery-Illinois, a partnership organized under the Uniform Partnership Act of
Illinois (the "Partnership"); and
WHEREAS, Seller desires to sell and convey to Purchaser, and Purchaser
desires to purchase and acquire from Seller, all of Seller's right, title and
interest in, to and under the Partnership in exchange for shares of Common
Stock, no par value per share, of WRI ("WRI Common Stock").
NOW, THEREFORE, for and in consideration of the foregoing, and of the
mutual covenants hereinafter contained, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section 1. Purchase of Partnership Interest
1.1 Purchase and Sale. On the Closing Date (as defined below) but to be
effective as of September 30, 1996 (the "Effective Date"), Purchaser shall buy
from Seller, and Seller shall sell to Purchaser, all of its right, title and
interest in and to the Partnership (the "Partnership Interest") for a total
consideration of One Million One Hundred Thousand (1,100,000) Shares of WRI
Common Stock (the "Initial Consideration") (subject to adjustment pursuant to
Section 1.2 hereof).
1.2 Purchase Price Adjustment. To the extent that during the
twelve-month period following the Effective Date the shares of WRI Common Stock
described in Section 1.1 do not attain an aggregate Average Market Value (as
defined below) of $2,000,000 or greater ($1.82 per share of WRI Common Stock)
for any period of thirty (30) consecutive days, WRI shall issue to Seller such
additional number of shares of WRI Common Stock as shall be necessary to provide
Seller with shares of WRI Common Stock that would have an aggregate Average
Market Value of $2,000,000; provided, however, that in no event shall the number
of additional shares of WRI Common Stock that may be issued pursuant to this
Section 1.2 exceed 233,333 shares. For purposes of the issuance of additional
shares of WRI Common Stock pursuant to this Section 1.2, the Average Market
Value of WRI Common Stock shall be the average of the highest bid price for such
shares on each day during any period of thirty (30) consecutive days within the
twelve-month period following the Effective Date selected by Seller, as reported
on the ILX quote system.
Section 2. Closing of Transaction
2.1 Closing. The purchase and sale of the Partnership Interest
described in Section 1.1 above shall take place at a closing (the "Closing") to
be held on or before December 16, 1996 and at such location, time and date (the
"Closing Date") as may be agreed to in writing by Seller, Purchaser and WRI.
Section 3. Consideration
3.1 Payment for the Partnership Interest. At the Closing, Purchaser
shall pay the purchase price determined in accordance with Section 1.1 above by
delivery to Seller of duly executed certificates for one million one hundred
thousand (1,100,000) shares of WRI Common Stock issued in the name of NIPSCO
Development Company, Inc. On or before October 20, 1997 Seller, Purchaser and
WRI shall determine the highest Average Market Value for any consecutive thirty
(30) day period for shares of WRI Common Stock during the twelve-month period
following the Effective Date and determine whether additional shares of WRI
Common Stock are to be delivered pursuant to Section 1.2 hereof. To the extent
that Purchaser is required to deliver additional shares of WRI Common Stock
pursuant to Section 1.2 hereof, Purchaser shall deliver to Seller duly executed
certificates for the appropriate number of shares of WRI Common Stock within ten
(10) business days following the determination by Seller, Purchaser and WRI of
the adjustment.
Section 4. Seller's Representations, Warranties and Covenants
4.1 Representations,Warranties and Covenants of Seller. Seller hereby
represents and warrants to, and covenants and agrees with, Purchaser and WRI as
follows:
(a) Seller (i) owns of record and beneficially and has good
and marketable title to the Partnership Interest, free and clear of any
and all liens, mortgages, security interests, encumbrances, pledges,
charges, adverse claims, options, rights or restrictions of any
character whatsoever, other than as provided in the Partnership
Agreement (collectively, "Liens"), and (ii) has the right to vote the
Partnership Interest on any matters as to which the partners of the
Partnership are entitled to vote under the laws of the State of
Illinois and the Partnership Agreement, free of any right of any other
person. The Partnership Interest constitutes a fifty-five percent (55%)
Percentage Interest (as defined in the Partnership Agreement) in the
Partnership.
(b) Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Indiana, and has
all requisite corporate power and authority to own, lease and operate
its properties and to carry on its business as it is presently being
operated and in the places where such properties are owned or leased
and such business is conducted. Seller has full corporate power,
capacity and authority to execute and deliver this Agreement and all
other agreements and documents contemplated hereby. The execution and
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delivery of this Agreement and such other agreements and documents by
Seller and the consummation by Seller of the transactions contemplated
hereby have been duly authorized by Seller and no other corporate
action on the part of Seller is necessary to authorize the transactions
contemplated hereby. This Agreement has been duly executed and
delivered by Seller and constitutes the valid and binding obligation of
Seller, enforceable in accordance with its terms, except that (i)
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally, (ii)
the remedies of specific performance and injunctive relief are subject
to certain equitable defenses and to the discretion of the court before
which any proceedings may be brought, and (iii) rights to
indemnification hereunder may be limited under applicable securities
laws.
(c) The execution, delivery and performance of this Agreement
and the other agreements and documents contemplated hereby by Seller
and the consummation of the transactions contemplated hereby will not
(i) violate any provision of the Articles of Incorporation of Seller,
(ii) violate any statute, rule, regulation, order or decree of any
public body or authority by which the Partnership or Seller or its
respective properties or assets are bound, or (iii) result in a
violation or breach of, or constitute a default under, or result in the
creation of any encumbrance upon, or create any rights of termination,
cancellation or acceleration in any person with respect to any contract
or any license, franchise or permit of the Partnership or Seller or any
other agreement, contract, indenture, mortgage or instrument to which
the Partnership or Seller is a party or by which any of its properties
or assets is bound.
(d) No consent, approval or other authorization of any
governmental authority or under any contract or other material
agreement or commitment to which the Partnership or Seller is a party
or by which its respective assets are bound is required as a result of
or in connection with the execution or delivery of this Agreement and
the other agreements and documents to be executed by the Partnership or
Seller or the consummation by the Partnership or Seller of the
transactions contemplated hereby.
(e) No agent, advisor, broker, person or firm acting on behalf
of Seller is, or will be, entitled to any commission or broker's,
advisor's or finder's fees from any of the parties hereto, or from any
of its affiliates in connection with any of the transactions
contemplated hereby.
(f) Seller has (i) received from Purchaser copies of (A) the
Annual Report to Shareholders of WRI for the fiscal year ended December
31, 1995, (B) WRI's definitive proxy statement dated April 26, 1996 for
its 1996 meeting of shareholders, (C) WRI's Annual Report on Form 10-K
for the fiscal year ended December 31, 1995, and (D) WRI's Quarterly
Reports on Form-Q for each of the quarters ended September 30, 1995,
March 31, 1996, June 30, 1996 and September 30, 1996 and (ii) had the
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opportunity to ask questions of and receive answers from each of WRI
and Purchaser concerning the terms and conditions of this Agreement and
to obtain from each of WRI and Purchaser any additional information
that WRI and/or Purchaser possesses or can acquire without unreasonable
effort or expense necessary to verify the accuracy of the information
described in the preceding clause (i).
(h) Seller represents and warrants that it is acquiring the
shares of WRI Common Stock issuable to it pursuant to the Agreement for
investment purposes only and has no present intention to make any
further distribution of such shares. Seller acknowledges that the
shares of WRI Common Stock are not presently registered under the
Securities Act of 1933, as amended (the "Act"), or under any state
securities laws.
(i) Seller has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks
of engaging in the transactions described in this Agreement, including
without limitation its acquisition of WRI Common Stock.
Section 5. Representations, Warranties and Covenants of WRI and Purchaser
5.1 Representations, Warranties and Covenants of WRI and Purchaser.
Each of WRI and Purchaser, jointly and severally, hereby represents and warrants
to, and covenants and agrees with, Seller as follows:
(a) WRI is a corporation duly organized, validly existing and
in good standing under the laws of the State of Texas, and Purchaser is
a limited liability company duly organized, validly existing and in
good standing under the laws of the State of Illinois. Each of WRI and
Purchaser has all requisite corporate power and authority to own, lease
and operate its properties and to carry on its business as it is
presently being operated and in the places where such properties are
owned or leased and such business is conducted. Each of WRI and
Purchaser has full corporate power, capacity and authority to execute
and deliver this Agreement and all other agreements and documents
contemplated hereby. The execution and delivery of this Agreement and
such other agreements and documents by WRI and Purchaser and the
consummation by WRI and Purchaser of the transactions contemplated
hereby have been duly authorized by WRI and Purchaser and no other
corporate action on the part of WRI or Purchaser is necessary to
authorize the transactions contemplated hereby. This Agreement has been
duly executed and delivered by each of WRI and Purchaser and
constitutes the valid and binding obligation of each of WRI and
Purchaser, enforceable in accordance with its terms except that (i)
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally, (ii)
the remedies of specific performance and injunctive relief are subject
to certain equitable defenses and to the discretion of the court before
which any proceedings may be brought, and (iii) rights to
indemnification hereunder may be limited under applicable securities
laws.
(b) The execution, delivery and performance of this Agreement
and the other agreements and documents contemplated hereby by WRI and
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Purchaser and the consummation of the transactions contemplated hereby
will not (i) violate any provision of the Articles of Incorporation of
WRI or the Articles of Organization of Purchaser, (ii) violate any
statute, rule, regulation, order or decree of any public body or
authority by which each of WRI or Purchaser or its properties or assets
are bound, or (iii) result in a violation or breach of, or constitute a
default under, or result in the creation of any encumbrance upon, or
create any rights of termination, cancellation or acceleration in any
person with respect to any agreement, contract, indenture, mortgage or
instrument to which each of WRI or Purchaser is a party or any of its
properties or assets is bound.
(c) No consent, approval or other authorization of any
governmental authority or third party is required as a result of or in
connection with the execution and delivery of this Agreement and the
other agreements and documents to be executed by WRI and Purchaser or
the consummation by WRI and Purchaser of the transactions contemplated
hereby.
(d) No agent, advisor, broker, person or firm acting on behalf
of WRI or Purchaser is, or will be, entitled to any commission or
broker's, advisor's or finder's fees from any of the parties hereto, or
from any of its affiliates, in connection with any of the transactions
contemplated hereby.
(e) Purchaser has provided to Seller copies of WRI's audited
historical financial statements for the year ended December 31, 1995
and WRI's financial statements as filed with Form 10-Q with the
Securities and Exchange Commission for each of the quarters ended
September 30, 1995, March 31, 1996, June 30, 1996 and September 30,
1996. Such financial statements have been prepared in accordance with
generally accepted accounting principles consistently applied and
present fairly the financial position of WRI as of the indicated dates
and for the indicated periods.
(f) The WRI Common Stock to be delivered to Seller at the
Closing and pursuant to Section 1.2 hereof shall constitute valid and
legally issued shares of WRI, fully paid and nonassessable, and (i)
will be owned free and clear of all Liens created by WRI or Purchaser,
and (ii) except for the fact that the issuance of such shares of WRI
Common Stock to Seller will not be registered under the Act, will be
identical to the WRI Common Stock issued and outstanding as of the date
hereof. Upon delivery of the shares of WRI Common Stock to Seller at
the Closing Seller shall have good and marketable title to such shares.
(g) All issued and outstanding shares of WRI Common Stock are
duly authorized, validly issued, fully paid and nonassessable. There
are no obligations of WRI or Purchaser to repurchase, redeem or
otherwise acquire any shares of WRI's or Purchaser's capital stock.
Except as set forth on Schedule 5.1(g), there are no options, warrants,
equity securities, calls, rights, commitments or agreements of any
character to which WRI or Purchaser is a party or by which it is bound
obligating WRI or Purchaser to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock of WRI or
Purchaser or obligating WRI or Purchaser to grant, extend, accelerate
the vesting of or enter into any such option, warrant, equity security,
call, right, commitment or agreement.
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(h) Purchaser represents and warrants that it is acquiring the
Partnership securities for investment purposes only and has no present
intention to make any further distribution of such securities.
(i) At the Closing and to the extent permitted by the Texas
Business Corporation Act and the Articles of Incorporation and Bylaws
of WRI, WRI shall permit a designee as designated by Seller in writing
to attend, observe and participate in meetings of the Board of
Directors of WRI for the twelve (12) months following the Effective
Date; provided, however, that at Seller's option and upon written
notice delivered to WRI on or before February 28, 1997, WRI shall
nominate and recommend for election as a director at its 1997
shareholders' meeting that person designated by Seller in its notice.
During such period that the designee has the rights described in this
Section 5.1(i), WRI shall give such designee such notice as is given to
the members of the Board of Directors regarding impending meetings of
the Board and copies of any and all materials disseminated to the
members of the Board of Directors, including without limitation all
unanimous written consents and "Board packages". Seller may at any time
cause its designee to be removed from such position in its sole
discretion by written notice to WRI.
(j) (i) If at any time through September 30, 1998 WRI shall
propose to file a registration statement pursuant to the Act,
for the purpose of registering shares of WRI Common Stock to
be sold for cash, not less than thirty (30) days prior to the
proposed filing date of such registration statement WRI shall
give notice in writing to Seller of its intent to file the
proposed registration statement and the number of shares of
WRI Common Stock it intends to register. Seller shall have the
right to request in writing within twenty (20) days of the
receipt thereby of such notice that WRI include in such
registration any of the shares of WRI Common Stock that Seller
shall have acquired pursuant to this Agreement. If the total
amount of Seller's securities, including the shares of WRI
Common Stock acquired by Seller pursuant to this Agreement,
requested to be included in an offering by the holders of any
class of outstanding securities of WRI exceeds the amount of
securities that any managing underwriter or WRI reasonably and
in writing determines to be compatible with the success of the
offering, then WRI shall be required to include in the
offering only that number of such securities, including the
shares of WRI Common Stock held by Seller, which the managing
underwriter or WRI reasonably determines will not jeopardize
the success of the offering (the securities so included to be
apportioned pro rata among Purchaser and the selling
shareholders (including Seller) according to the total amount
of securities proposed to be included therein owned by each
selling shareholder or in such other proportions as shall
mutually be agreed to by WRI and such selling shareholders).
Seller agrees that in the event that the shares of WRI Common
Stock held by Seller are to be included in the registration
statement, Seller will cooperate with WRI in the preparation
and filing of any such registration statement. All expenses,
disbursements and fees, except fees of any counsel hired by
Seller, incurred in connection with the registration by WRI of
any of the shares of WRI Common Stock held by Seller under
this Section 5.1(i) shall be borne by WRI.
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(ii) In the event of the preparation and filing of a
registration statement as provided in this Section 5.1(i),
WRI's obligations to use its best efforts to effect the
registration of shares for Seller shall include such
qualification under applicable blue sky or other state
securities laws as may be requested by Seller.
(iii) In connection with any registration of Seller's
shares of WRI Common Stock under the Act pursuant to this
Agreement: (A) WRI will furnish Seller with a copy of the
registration statement and all amendments thereto and will
supply Seller with copies of any prospectus included therein
(and, if necessary, with copies of a prospectus meeting the
requirements of Section 10(a)(3) of the Act; provided,
however, that no such prospectus need be supplied more than
nine (9) months after the effective date of such registration
statement) in such quantities as may be necessary for the
purposes of such proposed sale or distribution; and (B) Seller
will be required to enter into an underwriting agreement, in
usual and customary form for an unaffiliated selling
shareholder, with the underwriters of such offering.
(iv) Nothing in this Section 5.1(i) shall be deemed
to (A) require WRI to proceed with any registration of its
securities after giving the notice herein provided; or (B)
provide Seller with any right to participate in the selection
of the managing underwriter(s) for such offering.
5.2 Representations, Warranties and Covenants of Seller. During the
twelve-month period following the Effective Date Seller shall direct and use its
reasonable efforts to cause its Director of Investor Relations to provide such
investor relations advice to WRI (including without limitation introducing
representatives of WRI to other persons in the businesses engaged in or to be
engaged in by WRI and facilitating communications concerning WRI and its
business and operations and prospects) as WRI may reasonably request.
Section 6. Indemnification
6.1 Purchaser's Losses.
(a) Seller agrees to indemnify and hold harmless WRI and
Purchaser and their respective directors, officers, employees,
representatives, agents and attorneys from, against and in respect of
any and all Purchaser's Losses (as defined below) suffered, sustained,
incurred or required to be paid by any of them by reason of (i) any
representation or warranty made by Seller in or pursuant to this
Agreement being untrue or incorrect in any respect; and (ii) any
failure by Seller to observe or perform its covenants and agreements
set forth in this Agreement or any other agreement or document executed
by it in connection with the transactions contemplated hereby; except
in any instance to the extent Purchaser's Losses result from the gross
negligence or willful misconduct of WRI or Purchaser. This Section 6.1
is intended to indemnify WRI and Purchaser and their respective
directors, officers, employees, representatives, agents and attorneys
from the results of their own negligence.
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(b) "Purchaser's Losses" shall mean all damages (including,
without limitation, amounts paid in settlement with Seller's consent,
which consent may not be unreasonably withheld), losses, obligations,
liabilities, Liens, claims, deficiencies, costs (including, without
limitation, reasonable attorneys' fees), penalties, fines, interest,
monetary sanctions and expenses, including, without limitation,
reasonable attorneys' fees and costs incurred to comply with
injunctions and other court and agency orders, and other costs and
expenses incident to any suit, action, investigation, claim or
proceeding or to establish or enforce WRI's or Purchaser's or such
other persons' right to indemnification hereunder.
6.2 Seller's Losses.
(a) Each of WRI and Purchaser, jointly and severally, agrees
to indemnify and hold harmless Seller and its directors, officers,
employees, representatives, agents and attorneys from, against, for and
in respect of any and all Seller's Losses (as defined below) suffered,
sustained, incurred or required to be paid by any of them by reason of
(i) any representation or warranty made by WRI or Purchaser in or
pursuant to this Agreement being untrue or incorrect in any respect;
and (ii) any failure by WRI or Purchaser to observe or perform its
covenants and agreements set forth in this Agreement or any other
agreement or document executed by it in connection with the
transactions contemplated hereby, except in any instance to the extent
Seller's Losses result from Seller's own gross negligence or willful
misconduct. This Section 6.2 is intended to indemnify Seller and its
directors, officers, employees, representatives, agents and attorneys
from the results of their own negligence.
(b) "Seller's Losses" shall mean all damages (including,
without limitation, amounts paid in settlement with the consent of WRI
or Purchaser, which consent may not be unreasonably withheld), losses,
obligations, liabilities, Liens, claims, deficiencies, costs
(including, without limitation, reasonable attorneys' fees) penalties,
fines, interest, monetary sanctions and expenses, including, without
limitation, reasonable attorneys' fees and costs incurred to comply
with injunctions and other court and agency orders, and other costs and
expenses incident to any suit, action, investigation, claim or
proceeding or to establish or enforce Seller's or such other persons'
right to indemnification hereunder.
6.3 Notice of Loss. Except to the extent set forth in the next
sentence, a party to this Agreement will not have any liability under the
indemnity provisions of this Agreement with respect to a particular matter
unless a notice setting forth in reasonable detail the breach or other matter
which is asserted has been given to the Indemnifying Party (as defined below)
and, in addition, if such matter arises out of a suit, action, investigation,
proceeding or claim, such notice is given promptly, but in any event within
thirty (30) days after the Indemnified Party (as defined below) is given notice
of the claim or the commencement of the suit, action, investigation or
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proceeding. Notwithstanding the preceding sentence, failure of the Indemnified
Party to give notice hereunder shall not release the Indemnifying Party from its
obligations under this Section 6, except to the extent the Indemnifying Party is
actually prejudiced by such failure to give notice. With respect to Purchaser's
Losses, Seller shall be the Indemnifying Party and WRI and Purchaser and their
respective directors, officers, employees, representatives, agents and attorneys
shall be the Indemnified Parties. With respect to Seller's Losses, WRI and
Purchaser shall be the Indemnifying Party and Seller and its directors,
officers, employees, representatives, agents and attorneys shall be the
Indemnified Party.
6.4 Right to Defend. Upon receipt of notice of any suit, action,
investigation, claim or proceeding for which indemnification might be claimed by
an Indemnified Party, the Indemnifying Party shall be entitled to defend,
contest or otherwise protect against any such suit, action, investigation, claim
or proceeding at its own cost and expense, and the Indemnified Party must
cooperate in any such defense or other action. The Indemnified Party shall have
the right, but not the obligation, to participate at its own expense in defense
thereof by counsel of its own choosing, but the Indemnifying Party shall be
entitled to control the defense unless the Indemnified Party has relieved the
Indemnifying Party from liability with respect to the particular matter or the
Indemnifying Party fails to assume defense of the matter. In the event the
Indemnifying Party shall fail to defend, contest or otherwise protect in a
timely manner against any such suit, action, investigation, claim or proceeding,
the Indemnified Party shall have the right, but not the obligation, thereafter
to defend, contest or otherwise protect against the same and make any compromise
or settlement thereof and recover the entire cost thereof from the Indemnifying
Party including, without limitation, reasonable attorneys' fees, disbursements
and all amounts paid as a result of such suit, action, investigation, claim or
proceeding or the compromise or settlement thereof; provided, however, that the
Indemnified Party must send a written notice to the Indemnifying Party of any
such proposed settlement or compromise, which settlement or compromise the
Indemnifying Party may reject, in its reasonable judgment, within thirty (30)
days of receipt of such notice. Failure to reject such notice within such thirty
(30) day period shall be deemed an acceptance of such settlement or compromise.
The Indemnified Party shall have the right to effect a settlement or compromise
over the objection of the Indemnifying Party; provided, that if (i) the
Indemnifying Party is contesting such claim in good faith or (ii) the
Indemnifying Party has assumed the defense from the Indemnified Party, the
Indemnified Party waives any right to indemnity therefor. If the Indemnifying
Party undertakes the defense of such matters, the Indemnified Party shall not,
so long as the Indemnifying Party does not abandon the defense thereof, be
entitled to recover from the Indemnifying Party any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense
thereof other than the reasonable costs of investigation undertaken by the
Indemnified Party with the prior written consent of the Indemnifying Party.
6.5 Cooperation. Each of WRI, Purchaser and Seller shall cooperate with
each other in the defense of any suit, action, investigation, proceeding or
claim by a third party and, during normal business hours, shall afford each
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other access to their books and records and employees relating to such suit,
action, investigation, proceeding or claim and shall furnish each other all such
further information that they have the right and power to furnish as may
reasonably be necessary to defend such suit, action, investigation, proceeding
or claim.
Section 7. Miscellaneous
7.1 Miscellaneous.
(a) Modification and Amendment. This Agreement may be modified or
amended only by written instrument executed by the parties hereto.
(b) Publicity. Except as otherwise required by law, neither of the
parties hereto shall issue any press release or make any other public
statement, in each case relating to, connected with or arising out of this
Agreement or the matters contained herein, without obtaining the prior
approval of the other party to the contents and the manner of presentation
and publication thereof.
(c) Headings. The Section headings contained herein are solely for
convenience of reference and do not constitute a part of this Agreement or
affect in any way its meaning or construction.
(d) Survival. All representations and warranties, covenants and
agreements made hereunder or in connection with the transactions
contemplated hereby shall survive the Closing and shall continue in full
force and effect thereafter according to their terms without limit as to
duration.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(f) Assignments; Successors and Assigns. This Agreement may not be
assigned by any party hereto without the prior written consent of the other
party hereto. This Agreement shall be binding upon, and inure to the
benefit of, the heirs, executors, administrators, legal representatives,
successors and assigns of the parties.
(g) Governing Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Illinois, without regard as to its
principles of conflicts of laws.
(h) Notices. Any notice or other communications required or permitted
hereunder shall be sufficiently given if delivered (i) in person, (ii) by
certified or registered mail, postage prepaid, or (iii) by confirmed
facsimile or other generally accepted means of electronic transmission,
provided that a copy of any notice delivered pursuant to this clause (iii)
shall also be sent pursuant to clause (ii), addressed as follows:
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If to Seller:
Riverside Caloric Company
c/o NIPSCO Development Company, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Messrs. ▇▇▇▇▇▇▇ ▇. Adik and
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., Esq. or
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
If to Purchaser and/or WRI:
Waste Recovery, Inc.
Waste Recovery-Illinois, L.L.C.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇▇▇▇ Rain ▇▇▇▇▇▇▇
(A Professional Corporation)
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇
Telecopier Number: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other addresses as may be specified by like notice to the other
parties.
(i) Entire Agreement. This Agreement constitutes the entire agreement,
and supersedes all prior agreements and understandings, oral and written,
between the parties hereto with respect to the subject matter hereof.
11
IN WITNESS WHEREOF, the parties hereto have duly executed this
Partnership Purchase Agreement as of the day and year first above written.
SELLER:
RIVERSIDE CALORIC COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ADIK
Printed Name: ▇▇▇▇▇▇▇ ▇. Adik
Title: President
WRI:
WASTE RECOVERY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
PURCHASER:
WASTE RECOVERY-ILLINOIS, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
