LOCK-UP AND VOTING AGREEMENT
This Lock-Up and Voting Agreement (the "Agreement"), dated as of June 4,
1999, among GAP Capital, L.L.C., a Texas limited liability company
("Purchaser"), and the other parties hereto (each a "Stockholder," and
collectively, the "Stockholders").
W I T N E S S E T H
WHEREAS, concurrently herewith, Purchaser and Xxxxxx Environmental
Services, Inc., a Delaware corporation (the "Company"), are entering into a
Tender Offer Agreement (as such agreement may hereafter be amended from time
to time, the "Tender Agreement"; capitalized terms used and not defined
herein have the respective meanings ascribed to them in the Tender
Agreement), pursuant to which, among other things, Purchaser will purchase
shares of the Class A Common Stock, $.01 par value per share, of the Company
(the "Class A Common Stock").
WHEREAS, following the purchase of shares of Class A Common Stock
pursuant to the Offer, the Company may effectuate a 50,000 to 1 reverse stock
split (the "Reverse Split") with respect to its Class A Common Stock and its
Class B Common Stock (as defined herein); and
WHEREAS, as an inducement and a condition to Purchaser entering into the
Tender Agreement, the Stockholders have agreed to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. DEFINITIONS. For purposes of this Agreement:
(a) "owns," "owned" or "ownership" with respect to any securities
shall mean having the sole power to dispose of such securities and the sole
power to vote such securities.
(b) "Class B Common Stock" shall mean at any time the Class B common
stock, $.01 par value per share, of the Company.
(c) "Person" shall mean an individual, corporation, partnership, joint
venture, association, trust, unincorporated organization or other entity.
(d) "Shares" means the shares of Class A Common Stock and/or shares of
Class B Common Stock (including any options or other derivative securities
convertible into shares of Class A Common Stock or Class B Common Stock)
owned by the Stockholders as set forth on SCHEDULE I hereto AND any such
shares acquired by a Stockholder after the date hereof and prior to the
termination of this Agreement.
2. PROVISIONS CONCERNING COMPANY COMMON STOCK.
(a) RESTRICTION ON TRANSFER, PROXIES AND NON-INTERFERENCE. No
Stockholder shall (i) other than gifts to persons who agree to be subject to
the terms of this Agreement, directly or indirectly offer for sale, sell,
transfer, tender, convert, exchange, pledge, encumber, assign or otherwise
dispose of, or enter into any contract, option or other arrangement or
understanding with respect to or consent to the offer for sale, sale,
transfer, tender, conversion, exchange, pledge, encumbrance, assignment or
other disposition of, any or all of such Stockholder's Shares or any interest
therein; (ii) except as contemplated by this Agreement, grant any proxies or
powers of attorney, deposit any Shares into a voting trust or enter into a
voting agreement with respect to any Shares; or (iii) take any action that
would make any representation or warranty of such Stockholder contained
herein untrue or incorrect or would have the effect of preventing or
disabling such Stockholder from performing such Stockholder's obligations
under this Agreement.
(b) VOTING AGREEMENT. Each Stockholder hereby agrees that during the
period commencing on the date hereof and continuing until the termination of
this Agreement, at any meeting of the holders of Class A Common Stock or
Class B Common Stock, however called, or in connection with any written
consent of the holders of Class A Common Stock or Class B Common Stock, such
Stockholder shall vote (or cause to be voted) the Shares held of record or
beneficially owned by such Stockholder, whether issued, heretofore owned or
hereafter acquired, (i) in favor of the Reverse Split, the execution and
delivery by the Company of the Tender Agreement and the approval of the terms
thereof and each of the other actions contemplated by the Tender Agreement
and this Agreement and any actions required in furtherance thereof and
hereof; (ii) against any action or agreement that would result in a breach in
any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Tender Agreement or this
Agreement (after giving effect to any materiality or similar qualifications
contained therein); and (iii) except as otherwise agreed to in writing in
advance by Purchaser, against the following actions (other than the
transactions contemplated by the Tender Agreement): (A) any extraordinary
corporate transaction, such as a merger, consolidation or other business
combination involving the Company or Company Subsidiaries; (B) a sale, lease
or transfer of a material amount of assets of the Company or its
subsidiaries, or a reorganization, recapitalization, dissolution or
liquidation of the Company or its subsidiaries; (C) (1) any change in a
majority of the persons who constitute the board of directors of the Company;
(2) any change in the present capitalization of the Company or any amendment
of the Company's Articles of Incorporation or Bylaws; (3) any other material
change in the Company's corporate structure or business; or (4) any other
action involving the Company or its subsidiaries which is intended, or could
reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the transactions contemplated by this Agreement
and the Tender Agreement. Such Stockholder shall not enter into any
agreement or understanding with any Person or entity the effect of which
would be inconsistent with or violative of the provisions and agreements
contained in this Section 2.
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3. OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES. Each Stockholder
hereby individually as to itself represents, warrants, covenants and agrees
to and with Purchaser as follows:
(a) OWNERSHIP OF SHARES. Such Stockholder is the record owner of the
number of Shares set forth opposite such Stockholder's name on Schedule I
hereto. On the date hereof, the Shares set forth opposite such Stockholder's
name on SCHEDULE I hereto constitute all of the shares of Class A Common
Stock and Class B Common Stock or securities convertible into Class A Common
Stock and Class B Common Stock owned of record by such Stockholder. Such
Stockholder has sole voting power and sole power to issue instructions with
respect to the matters set forth in Section 2 hereof, sole power of
disposition, sole power of conversion, sole power to demand appraisal rights
and sole power to agree to all of the matters set forth in this Agreement, in
each case with respect to all of the Shares set forth opposite such
Stockholder's name on Schedule I hereto, with no limitations, qualifications
or restrictions on such rights, subject to applicable securities laws and the
terms of this Agreement.
(b) POWER; BINDING AGREEMENT. Such Stockholder has the legal
capacity, power and authority, as applicable, to enter into and perform all
of such Stockholder's obligations under this Agreement. The execution,
delivery and performance of this Agreement by such Stockholder will not
violate any other agreement to which such Stockholder is a party including,
without limitation, any voting agreement, stockholders agreement or voting
trust. This Agreement has been duly and validly executed and delivered by
such Stockholder and constitutes a valid and binding agreement of such
Stockholder, enforceable against such Stockholder in accordance with its
terms except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws
affecting creditors' rights generally. There is no beneficiary or holder of
a voting trust certificate or other interest of any trust of which such
Stockholder is trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by such Stockholder of the
transactions contemplated hereby.
(c) NO CONFLICTS. (i) no filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority or any
other Person is necessary for the execution of this Agreement by such
Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby and (ii) none of the execution and delivery of this
Agreement by such Stockholder, the consummation by such Stockholder of the
transactions contemplated hereby or compliance by such Stockholder with any
of the provisions hereof shall (A) conflict with or result in any breach of
any applicable organizational documents applicable to such Stockholder, (B)
result in a violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party right of
termination, cancellation, material modification or acceleration) under any
of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding,
agreement or other instrument or obligation of any kind to which such
Stockholder is a party or by which such Stockholder or any of such
Stockholder's properties or assets may be bound, or (C) violate any order,
writ, injunction,
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decree, judgment, order, statute, rule or regulation applicable to such
Stockholder or any of such Stockholder's properties or assets.
(d) NO ENCUMBRANCES. Except as applicable in connection with the
transactions contemplated by Section 2 hereof and except as noted on SCHEDULE
I hereto, the certificates representing such Stockholder's Shares are held by
such Stockholder, or by a nominee or custodian for the benefit of such
Stockholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, or any other encumbrances whatsoever,
except for any such encumbrances arising hereunder.
(e) WAIVER OF APPRAISAL RIGHTS. Each Stockholder hereby waives any
rights of appraisal or rights to dissent from the Reverse Split that such
Stockholder may have.
(f) RELIANCE BY PURCHASER. Such Stockholder understands and
acknowledges that Purchaser is entering into the Tender Agreement in reliance
upon such Stockholder's execution and delivery of this Agreement.
(g) FURTHER ASSURANCES. From time to time, at the other party's
request and without further consideration, each party hereto shall execute
and deliver such additional documents and take all such further lawful action
as may be necessary or desirable to consummate and make effective, the
transactions contemplated by this Agreement.
4. STOP TRANSFER; CHANGES IN SHARES. Each Stockholder agrees with,
and covenants to, Purchaser that such Stockholder shall not request that the
Company register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Shares,
without the prior written consent of Purchaser. In the event of a stock
dividend or distribution, or any change in the Class A Common Stock or Class
B Common Stock by reason of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term "Shares" shall be
deemed to refer to and include the Shares as well as all such stock dividends
and distributions and any shares into which or for which any or all of the
Shares may be changed or exchanged.
5. TERMINATION. Except as otherwise provided herein, the covenants
and agreements contained herein with respect to the Shares shall terminate
upon the earliest of (a) the consummation of the Reverse Split, (b) the
termination of the Tender Agreement and (c) the nine month anniversary of the
date hereof.
6. STOCKHOLDER CAPACITY. No person executing this Agreement who is
or becomes during the term hereof a director of the Company makes any
agreement or understanding herein in his or her capacity as such director.
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7. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement and the Tender Agreement, with
any agreements contemplated therein, constitute the entire agreement between
the parties with respect to the subject matter hereof and supersede all other
prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter hereof.
(b) CERTAIN EVENTS. Each Stockholder agrees that this Agreement and
the obligations hereunder shall attach to such Stockholder's Shares and shall
be binding upon any Person to which legal or beneficial ownership of such
Shares shall pass, whether by operation of law or otherwise, including,
without limitation, such Stockholder's heirs, guardians, administrators or
successors. Notwithstanding any such transfer of Shares, the transferor shall
remain liable for the performance of all obligations under this Agreement of
the transferor.
(c) ASSIGNMENT. This Agreement shall not be assigned by operation of
law or otherwise without the prior written consent of the other party,
provided that Purchaser may assign, in its sole discretion, its rights and
obligations hereunder to any direct or indirect wholly owned subsidiary of
Purchaser.
(d) AMENDMENTS, WAIVERS, ETC. This Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, with
respect to any one or more Stockholders, except upon the execution and
delivery of a written agreement executed by the relevant parties hereto;
provided that Schedule I hereto may be supplemented by Purchaser by adding
the name and other relevant information concerning any stockholder of the
Company who agrees to be bound by the terms of this Agreement without the
agreement of any other party hereto, and thereafter such added stockholder
shall be treated as a "Stockholder" for all purposes of this Agreement.
(e) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram,
telex or telecopy, or by mail (registered or certified mail, postage prepaid,
return receipt requested) or by any courier service, such as Federal Express,
providing proof of delivery. All communications hereunder shall be delivered
to the respective parties at the following addresses:
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If to Stockholders: At the addresses set forth on Schedule I hereto
If to Purchaser: GAP Capital, L.L.C.,
a Texas limited liability company
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: Xxx Xxxxx, Manager
Telecopy: 000-000-0000
copy to: Xxxxxxx Xxxxxx, L.L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000-0000
Attn: Xxxxxxx X. Xxxx
Telecopy: 000-000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) SEVERABILITY. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision or portion of
any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and
this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provision or portion of any
provision had never been contained herein.
(g) SPECIFIC PERFORMANCE. Each of the parties hereto recognizes and
acknowledges that a breach by it of any covenants or agreements contained in
this Agreement may cause the other party to sustain damages for which it
would not have an adequate remedy at law for money damages, and therefore
each of the parties hereto agrees that in the event of any such breach the
aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
(h) REMEDIES CUMULATIVE. All rights, powers and remedies provided
under this Agreement or otherwise available in respect hereof at law or in
equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
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(i) NO WAIVER. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of
the parties at variance with the terms hereof, shall not constitute a waiver
by such party of its right to exercise any such or other right, power or
remedy or to demand such compliance.
(j) NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to
be for the benefit of, and shall not be enforceable by, any person or entity
who or which is not a party hereto.
(k) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.
(l) DESCRIPTIVE HEADINGS. The descriptive headings used herein are
inserted for convenience of reference only and are not intended to be part of
or to affect the meaning or interpretation of this Agreement.
(m) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which, taken
together, shall constitute one and the same Agreement.
IN WITNESS WHEREOF, Purchaser and, by execution of counterparts to
Schedule I hereto, each Stockholder have caused this Agreement to be duly
executed as of the day and year first above written.
PURCHASER:
GAP Capital, L.L.C.,
a Texas limited liability company
By: /s/ Xxx Xxxxx
-----------------------------
Xxx Xxxxx,
its Manager
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AGREED TO AND ACKNOWLEDGED
(with respect to Section 4):
COMPANY:
Xxxxxx Environmental Services, Inc.,
a Delaware corporation
By: /s/ Xxxx Xxxxxx
-----------------------------
Name: Xxxx Xxxxxx
Title: Chairman
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Schedule I to Lock-Up and Voting Agreement
May 28, 1999
XXXXXXX XXXXXX 1995 TRUST
Xxxxx X. Xxxxxx, Trustee
000 X. Xxxx Xx.
Xxxxxxxx, XX 00000
145,300 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to the Xxxxxxx Xxxxxx 1995 Trust by Certificate No. 112 (29,800
shares) dated December 28, 1995, and Certificate No. 134 (115,500 shares)
dated December 26, 1997.
Xxxxxxx Xxxxxx 1995 Trust
Date: May 28 , 1999 By: /s/ Xxxxx X. Xxxxxx
---------------- -----------------------------------
Xxxxx X. Xxxxxx, Trustee
May 28, 1999
XXXXX X. XXXXXX
000 X. Xxxx Xx.
Xxxxxxxx, XX 00000
228,976 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to Xxxxx X. Xxxxxx by Certificate No. 091 (7,771 shares) dated
December 16, 1993, Certificate No. 108 (9,067 shares) dated June 22, 1994,
Certificate No. 116 (25,800 shares) dated December 28, 1995, Certificate No.
138 (97,450 shares) dated December 26, 1996, and Certificate No. 143 (88,888
shares) dated December 18, 1997.
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Xxxxx X. Xxxxxx
Date: May 28, 1999
---------------------------------
May 28, 1999
XXXXXXX XXXXXX 1995 TRUST
Xxxxx X. Xxxxxx, Trustee
000 X. Xxxx Xx.
Xxxxxxxx, XX 00000
145,300 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to the Xxxxxxx Xxxxxx 1995 Trust by Certificate No. 111 (29,800
shares) dated December 28, 1995, and Certificate No. 133 (115,500 shares)
dated December 26, 1997.
Xxxxxxx Xxxxxx 1995 Trust
Date: May 28 , 1999 By: /s/ Xxxxx X. Xxxxxx
---------------- -----------------------------------
Xxxxx X. Xxxxxx, Trustee
May 28, 1999
XXXXX X. XXXXXX 1989 SUBCHAPTER S TRUST
Xxxxx X. Xxxxxx, Trustee
000 X. Xxxx Xx.
Xxxxxxxx, XX 00000
127,941 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to the Xxxxx X. Xxxxxx 1989 Subchapter S Trust by Certificate No. 010
(124,366 shares) dated October 1, 1991, and Certificate No. 063 (583 shares)
dated December 28, 1992, and Certificate No. 065 (2,992 shares) dated
December 28, 1992.
Xxxxx X. Xxxxxx 1989 Subchapter S Trust
Date: May 28 , 1999 By: /s/ Xxxxx X. Xxxxxx
---------------- -----------------------------------
Xxxxx X. Xxxxxx, Trustee
May 28, 1999
XXXX XXXXXX FAMILY TRUST THREE
Xxxx Xxx Xxxxxx and H. Xxxxx Xxxxxx, Trustees
0000 X. 00xx Xx.
Xxxxxx, XX 00000
253,500 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to Xxxx Xxxxxx Family Trust Three by Certificate No. 009 (248,732
shares) dated October 1, 1991, and Certificate No. 061 (4,818 shares) dated
December 28, 1992.
Xxxx Xxxxxx Family Trust Three
Date: 6/1 , 1999 By: /s/ Xxxx Xxx Xxxxxx
---------------- -----------------------------------
Xxxx Xxx Xxxxxx, Trustee
Date: 6/2 , 1999 By: /s/ H. Xxxxx Xxxxxx
---------------- -----------------------------------
H. Xxxxx Xxxxxx, Trustee
May 28, 1999
XXXX XXXXXX FAMILY TRUST TWO
0000 X. 00xx Xx.
Xxxxxx, XX 00000
112,236 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to Xxxx Xxxxxx Family Trust Two by Certificate No. 105 (30,370 shares)
dated December 16, 1993, and Certificate No. 107 (61,866 shares) dated June
22, 1994.
Xxxx Xxxxxx Family Trust Two
Date: June 1 , 1999 By: /s/ X. X. Xxxxxx
---------------- -----------------------------------
Trustee
Date: 6-1 , 1999 By: /s/ H. Xxxxx Xxxxxx
---------------- -----------------------------------
Trustee
May 28, 1999
PILOT INVESTMENTS, LTD.
0000 X. 00xx Xx.
Xxxxxx, XX 00000
433,454 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to Pilot Investments, Ltd. by Certificate No. 151 (412,873 shares)
dated October 28, 1998, and Certificate No. 152 (20,581 shares) dated October
28, 1998.
Pilot Investments, Ltd.
By: /s/ Xxxx Xxxxxx
-----------------------------------
Name: Xxxx Xxxxxx
---------------------------------
Title: General Partner
--------------------------------
Date: May 31, 1999
---------------------------------
May 28, 1999
XXXXXX XXXXXX 1995 TRUST
Xxxxxx X. Xxxxxx, Trustee
0000 Xxxxxxxx Xx.
Xxxxxx, XX 00000
145,300 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to the Xxxxxx Xxxxxx 1995 Trust by Certificate No. 114 (29,800
shares) dated December 28, 1995, and Certificate No. 136 (115,500 shares)
dated December 26, 1996.
Xxxxxx Xxxxxx 1995 Trust
Date: June 1 , 1999 By: /s/ Xxxxxx Xxxxxx
---------------- -----------------------------------
Xxxxxx X. Xxxxxx, Trustee
May 28, 1999
T.M. (XXX) XXXXXX
000 Xxxxxx Xxxx
Xxxxxxx, XX 00000
995,974 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to X.X. Xxxxxx by Certificate No. 129 (975,392 shares) dated December
30, 1995, and Certificate No. 131 (20,582 shares) dated December 3, 1996.
/s/ X.X. Xxxxxx
--------------------------------------
X.X. Xxxxxx
Date: 6-2-99
---------------------------------
May 28, 1999
XXXXX XXXXXX GRANTOR TRUST
Xxxxx Xxxxxx and Xxxxxx Xxxxxxxx, Trustees
0000 Xxxxxx Xx., Xxxxx 000
Xxxxxxxx, XX 00000
511,527 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to the Xxxxx Xxxxxx Grantor Trust by Certificate No. 047 dated October
30, 1992.
Xxxxx Xxxxxx Grantor Trust
Date: 6-4-99 , 1999 By: /s/ Xxxxx Xxxxxx
---------------- -----------------------------------
Xxxxx Xxxxxx, Trustee
Date: 6/4/99 , 1999 By: /s/ Xxxxxx Xxxxxxxx, Trustee
---------------- -----------------------------------
Xxxxxx Xxxxxxxx, Trustee
May 28, 1999
XXXXX XXXXXX GST TRUST
0000 Xxxxxx Xx, Xxxxx 000
Xxxxxxxx, XX 00000
60,000 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to Xxxxx Xxxxxx GST Trust by Certificate No. 044 dated October 30,
1992.
30,000 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to Xxxxx Xxxxxx GST Trust by Certificate No. 146 dated December 31,
1997.
Xxxxx Xxxxxx GST Trust
Date: 6/4/99 By: /s/ Xxxxxx X. Xxxxxxxx, Trustee
---------------- -----------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
May 28, 1999
XXXXX XXXXXX GST TRUST
0000 Xxxxxx Xx, Xxxxx 000
Xxxxxxxx, XX 00000
60,000 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to Xxxxx Xxxxxx GST Trust by Certificate No. 045 dated October 30,
1992.
30,000 shares, Class B common stock of Xxxxxx Environmental Services, Inc.,
issued to Xxxxx Xxxxxx GST Trust by Certificate No. 145 dated December 31,
1997.
Xxxxx Xxxxxx GST Trust
Date: 6/4/99 By: /s/ Xxxxxx X. Xxxxxxxx, Trustee
---------------- -----------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
