Exhibit 10.3
AMENDMENT NO. 2
TO MERGER AGREEMENT
This Amendment No. 2 dated as of December 1, 1997 (the "Amendment"),
has been executed by and between Eastern Environmental Services, Inc., and the
Shareholders of Xxxx'x Sanitation, Inc., and H.S.S., Inc.
RECITALS
The parties to this Amendment have entered into a Merger Agreement
dated September 16, 1997, as amended by an Amendment No.1 to Merger Agreement,
dated November 7, 1997 (collectively the "Merger Agreement"). The parties hereto
have entered into this Amendment to make certain changes and additions to the
Merger Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration, received to the
full satisfaction of each of them, the parties hereby agree to amend the
Agreement as follows:
ARTICLE I
Amendments
1. Capitalized Terms. All capitalized terms used but not defined
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herein shall have the meanings ascribed to them in the Merger Agreement.
2. Representation and Warranties of Sellers. There shall be added to
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Article III of the Merger Agreement the following representations and
warranties:
Section 3.20 Recycling Center. HSS and Xxxxxxx & Xxxxxxx
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Xxxxxxxx, T/A Sussex Truck & Equipment are parties to a Lease Agreement
Dated May 1, 1992 ("Lease Agreement"), pursuant to which HSS leases certain
real property ("Xxxxxxxx Property"). The term of the Lease Agreement has
expired and HSS, Inc is in possession of the Xxxxxxxx Property pursuant to
the Lease Agreement under a month to month basis. Sellers represent and
warrant to Eastern that for the one year period following the Closing Date,
HSS will be allowed to continue to occupy the Xxxxxxxx Property on a month
to month basis or under an extension of the Lease Agreement acceptable to
Eastern.
Section 3.21 Xxxxxx County Landfill Agreement. Section 3.3 of
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the Merger Agreement requires Sellers to list all Material Contracts.
Schedule 3.3 omitted to list a Material Contract between Xxxx and the
Pollution Control Financing Authority of Xxxxxx County ("Authority") dated
December 1995 ("Xxxxxx County Agreement"). The Xxxxxx County Agreement
shall be deemed to have been listed on Schedule 3.3. Sellers represent and
warrant that Xxxx'x Sanitation, Inc. is not
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responsible or liable for paying any fines which have been levied or
assessed the by New Jersey Department of Environmental Protection against
the Authority relating to the landfill managed by Xxxx on behalf of the
Authority.
Section 3.22 Combe Landfill South and North. Sellers represent
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and warrant that the Xxxx Companies never disposed of any solid waste (as
defined under New Jersey Law) at the Combe Fill South Sanitary Landfill/
Xxxxxxx Township-Washington Township, New Jersey. Sellers represent and
warrant that the Xxxx Companies never disposed of any solid waste (as
defined under New Jersey Law) at the Combe Fill North Sanitary Landfill
Mount Olive Township, New Jersey ("Comb Fill North"), except that during
the period of time from approximately 1977 through 1979 the Xxxx Companies
may have disposed of approximately thirty five (35) tons a week of Type 10
Solid Waste (as defined under New Jersey Law) at the Combe Fill North.
3. General. All references in the Merger Agreement to "this Agreement"
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or like terms shall mean and be a reference to the Merger Agreement as amended
by this Amendment and all references to "the Agreement" or a like term in any
agreement executed in connection with the Merger Agreement shall mean and be a
reference to the Merger Agreement as amended by this Amendment.
4. Incorporation. Except as specifically amended by this Amendment, the
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Merger Agreement shall remain in full force and effect. This Amendment hereby
incorporates, includes and is subject to Article X of the Merger Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first above written.
EASTERN ENVIRONMENTAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Executive Vice President
SELLERS:
/s/ Xxxxxxx Xxxx /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx Xxxxxxx Xxxx
/s/ Xxxxxxxxx Xxxxxxxx /s/ Keilley Xxxxxxxx
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Xxxxxxxxx Xxxxxxxx Keilley Xxxxxxxx
/s/ Xxxxx Xxxx /s/ Xxxxx Xxxxxxxx, Xx.
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Xxxxx Xxxx Xxxxx Xxxxxxxx, Xx.
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/s/ Xxxx Xxxxxxxx /s/ Xxxxxxx Xxxx
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Xxxx Xxxxxxxx Xxxxxxx Xxxx, as Trustee for
Keilley Xxxxxxxx
/s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx, as Trustee for
Xxxxx Xxxx
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