SUPPLEMENT TO SETTLEMENT AGREEMENT
This Supplement to the Settlement Agreement dated January 31, 2002 by
an among Xxxxxxx Resource Recovery Partners, L.P. (the "Partnership"), RRRP
Xxxxxxx, Inc. (the "General Partner"), RRRP Illinois, LLC (the "Operator", and
together with the Partnership and the General Partner hereinafter sometimes
referred to individually as a "Debtor" and collectively as the "Debtors"), the
undersigned holders (each in its capacity as an individual holder, and
collectively, as an unofficial committee known as the "Bondholders Steering
Committee") of 1999 Bonds (as defined below) issued pursuant to the Indenture
(as defined below) representing the number of holders of 1999 Bonds as reflected
in the signature lines below (each, a "Bondholder" and, collectively, the
"Bondholders"), Xxxxxx Xxxxxxx LLC (successor by merger to Xxxxxx Xxxxxxx
Corporation), its Affiliates, and their Related Persons (as defined in Section
24 of the Settlement Agreement) (collectively "FW") and SunTrust Bank (formerly
known as, and as successor to SunTrust Bank, Central Florida, National
Association) in its capacity as trustee under the Indenture (as defined in the
Settlement Agreement) (the "Trustee") and as Litigation Proceeds Trustee (as
defined in the Indenture) (the "Settlement Agreement") is made this 31st day of
January, 2002.
The Parties hereto, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, hereby agree as follows:
1. Paragraph 3 of the Settlement Agreement is deleted in its entirety
and replaced with the following:
3. Contemporaneously with the filing of the Motion to
Approve this Settlement Agreement with the Bankruptcy Court, the
Trustee shall file in the Bankruptcy Court a Complaint in the
Bankruptcy Cases in the form attached hereto as EXHIBIT 2 (the
"Foreclosure Action") seeking (a) to foreclose the Partnership's
interests in the Trust Estate, and (b) to foreclose the Trustee's
liens on the Trust Estate. The Parties hereto agree that the
Foreclosure Action is being brought for the benefit of the Debtors
and their respective bankruptcy estates and creditors for purposes of
implementing the Settlement Agreement and that this Foreclosure
Action is an integral part of the Settlement Agreement. The rights of
the Trustee in and to the proceeds of such Foreclosure Action are
subject to the terms and conditions of this Settlement Agreement
and specifically to the rights of the Debtors and FW to allocation of
the proceeds of the Foreclosure Action as set forth in Section 8.1 of
the Agreement.
2. Paragraph 5 of the Settlement Agreement shall be amended by adding
the following proviso to the end of the second sentence thereof:
"; provided that, notwithstanding the foregoing to the
contrary, the Debtors shall be permitted to pay 80% of their
respective professional fees to Walker, Truesdell, Xxxxxx & Assoc.
and Power Services Associates, Inc., as the case may be"
* * * * *
-2-
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of date first above written.
XXXXXXX RESOURCE RECOVERY
PARTNERS, L.P.
By: /S/ HOBART X. XXXXXXXXX
--------------------------------------------
Name:
Title:
RRRP XXXXXXX, INC.
By: /S/ HOBART X. XXXXXXXXX
---------------------------------------------
Name:
Title:
RRRP ILLINOIS, LLC
By: /S/ HOBART X. XXXXXXXXX
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Name:
Title:
XXXXXX XXXXXXX LLC (as successor by merger
to Xxxxxx Xxxxxxx Corporation)
By: /S/ XXXXXX X. XXXXXXXXX
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Name: Xxxxxx X. Xxxxxxxxx
Title: Manager and Vice President
SUNTRUST BANK, as Trustee
By: /S/ XXXXXXX XXXXXX
----------------------------------------------
Name: Xxxxxxx Xxxxxx
Title: First Vice President
FRANKLIN HIGH YIELD TAX-FREE INCOME FUND
Holder of 1999A Bonds, 1999B Bonds, 1999C Bonds
and 1999D Bonds in the principal amount of
$72.729M, $28,459M, $35,000M and $22,651M,
respectively.
By: /S/ XXXXXXX X. KUERSTAINER
----------------------------------------------
Name: Xxxxxxx X. Kuerstainer
Title: AVP
XXXXX XXXXX MANAGEMENT
Holder of 1999A Bonds, 1999B Bonds, 1999C Bonds
and 1999D Bonds in the principal amount of
$14,554,687, $5,695,313, $11,686,780 and
$4,533,035, respectively.
By: /S/ XXXXXX X. XXXXXXX
----------------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
PRUDENTIAL MUTUAL FUND INVESTMENT MANAGEMENT
Holder of 1999A Bonds, 1999B Bonds, 1999C Bonds
and 1999D Bonds in the principal amount of
$5,031,250, $1,968,750, $4,039,876 and
$1,566,975, respectively.
By: /S/ XXXXXX XXXX
----------------------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
XXX XXXXXX TAX FREE HIGH INCOME FUND*
Holder of 1999A Bonds, 1999B Bonds, 1999C Bonds
and 1999D Bonds in the principal amount of
$3,953,000, $1,547,000, $0 and $0, respectively.
By: /S/XXXX X. XXXXXXXX
----------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President, CFO and Treasurer
*As provided for in Section 8.1 of the Agreement
and Declaration of Trust of the Xxx Xxxxxx Tax
Free `Trust (the "Trust") dated as of May 10,
1995 an r amended (under which the Trust is
organized as a business trust under the laws of
the State of Delaware and the Xxx Xxxxxx Tax Free
High Income Fund (the "`Series") is organized as
series of the Trust), the shareholders, trustees,
officers, employees, and other agents of the
Trust and the Series shall not personally be
bound by or liable for the matters set for
hereunder, nor shall resort be had to their
private property for the satisfaction of any
obligation or claim hereunder. A Certificate of
Trust referring to the Agreement and Declaration
of Trust of the Trust is on file with the
Secretary of State of Delaware.
XXX XXXXXX MUNICIPAL INCOME FUND
Holder of 1999A Bonds, 1999B Bonds, 1999C Bonds
and 1999D Bonds in the principal amount of
$3,773,000, $1,477,000, $0 and $0, respectively.
By: /S/ XXXX X. XXXXXXXX
----------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President, CFO and Treasurer
*As provided for in Section 8.1 of the Agreement
and Declaration of Trust of the Xxx Xxxxxx Tax
Free Trust (the "Trust") dated as of May 10, 1995
and further amended (under which the Trust is
organized as a business trust under the laws of
the State of Delaware and the Xxx Xxxxxx
Municipal Income Fund (the "Series") is organized
as series of the Trust), the shareholders,
trustees, officers, employees, and other agents
of the Trust and the Series shall not personally
be bound by or liable for the matters set forth
hereunder, nor shall resort be had to their
private property for the satisfaction of any
obligation or claim hereunder. A Certificate of
Trust referring to the Agreement and Declaration
of Trust of the Trust is on file with the
Secretary of State of Delaware.
XXX XXXXXX HIGH YIELD MUNICIPAL FUND*
Holder of 1999A Bonds, 1999B Bonds, 1999C Bonds
and 1999D Bonds in the principal amount of
$1,473,000, $577,000, $0 and $0, respectively.
By: /S/ XXXX X. XXXXXXXX
----------------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President, CFO and Treasurer
*As provided for in Section 8.1 of the Agreement
and Declaration of Trust of the Xxx Xxxxxx
Tax-Exempt Trust (the "Trust") dated as of May
10, 1995, as amended and restated as of June 21,
1995 and subsequently amended (under which the
Trust is organized as a business trust under the
laws of the State of Delaware- and the Xxx Xxxxxx
High Yield Municipal Fund (the "Series") is
organized as series of the Trust), the
shareholders, trustees, officers, employees, and
other agents of the Trust and the Series shall
not personally be bound by or liable for the
matters set forth hereunder, nor shall resort be
had to their private property for the
satisfaction of any obligation or claim
hereunder. A Certificate of Trust referring to
the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of
Delaware.
XXX XXXXXX INVESTMENT GRADE MUNICIPAL TRUST*
Holder of 1999A Bonds, 1999B Bonds, 1999C Bonds
and 1999D Bonds in the principal amount of
$180,000, $70,000, $0 and $0, respectively.
By: /S/ XXXX X. XXXXXXXX
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Name: Xxxx X. Xxxxxxxx
Title: Vice President, CFO and Treasurer
*As provided for in Section 5.5 of the
Declaration of Trust as amended of the Xxx Xxxxxx
Investment Grade Municipal Trust (the "Trust")
(under which the Trust is organized as an
unincorporated business trust under the laws of
the Commonwealth of Massachusetts), the
shareholders, trustees, officers, employees and
other agents of the Trust shall not personally be
bound by or liable for the matters set forth
herein, nor shall resort be had to their private
property for the satisfaction of any obligation
or claim hereunder.