EXHIBIT 10.2
AMENDMENT NO. 1
TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 dated as of March 9, 1998 (the "Amendment"), has been
executed by and between Eastern Environmental Services, Inc., and the
Shareholders of Bluegrass Containment, Inc.
RECITALS
The parties to this Amendment have entered into a Stock Purchase Agreement
dated March 2, 1998 ("Agreement"). The parties hereto wish to make certain
modifications to the 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
1.1 All capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
1.2 Section 1.3(a) of the Merger Agreement is hereby amended and restated
in its entirety to read as follows:
"At the Closing, each of the Sellers agrees to transfer and deliver to Purchaser
all of the Company Shares owned by such Seller, as applicable, and Purchaser
agrees to purchase and pay for the Company Shares, the total consideration of a
number of shares of Purchaser's common stock having the value set forth
hereinafter ("Consideration Stock"), each share being valued ("Per Share Value")
at $24.25 per share. The total value of the Consideration Stock valued at the
Per Share Value shall equal $4,100,000 ("Base Purchase Price") as increased as
hereinafter set forth. The Base Purchase Price shall be increased by the
amount, if any, by which the accounts receivable of the Company (less an agreed-
upon bad debt reserve) exceed the accounts payable of the Company as of the
Closing Date ("Accounts Receivable Excess"). The Base Purchase Price shall also
be increased by the amount of cash held by Company in its regular checking and
savings accounts in excess of $100,000 ("Cash Excess"). The Base Purchase Price
shall be further increased by the dollar value of any freely tradeable mutual
funds posted as collateral for landfill closing and post-closing performance
bonds, valued at the closing net asset value as of the trading day which is the
fifth trading day prior to closing ("Collateral Securities"). At the Closing,
Purchaser shall deliver to Sellers Consideration Stock in the amount of
$4,806,932 (the "Closing Payment Amount"). The Consideration Stock shall not be
registered under the Securities Act of 1933 (the "Act") or any state securities
law."
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1.3 Section 1.3(d) of the Merger Agreement is hereby amended and restated
in its entirety to read as follows:
"Upon conclusive determination of the Company's cash balances, accounts
receivable and accounts payable as of the Closing Date as provided in Section
1.3(c), Purchaser shall deliver to Sellers additional Consideration Stock valued
at the Per Share Value in the amount of (i) the Base Purchase Price plus the
amount of the Accounts Receivable Excess, if any, plus the amount of the Cash
Excess, if any, plus the amount of the Collateral Securities, less (ii) the
Closing Payment Amount delivered at closing in accordance with Section 1.3(a)."
1.4 The Closing Date under the Agreement shall be March 9, 1998.
ARTICLE II
MISCELLANEOUS
2.1 All references in the Agreement to "this Agreement" or like terms
shall mean and be a reference to the Agreement as amended by this Amendment and
all references to "the Agreement" or a like term in any agreement executed in
connection with the Agreement shall mean and be a reference to the Agreement as
amended by this Amendment.
2.2 Except as specifically amended by this Amendment, the Agreement shall
remain in full force and effect.
2.3 This Amendment hereby incorporates, includes and is subject to Article
X of the Agreement.
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IN WITNESS WHEREOF, the parties have executed this Amendment on the date
first above written.
SHAREHOLDERS
WITNESS:
/s/ Xxxxxxx Xxxxx /s/ Xxxxxx X. Xxxxx, Xx.
_____________________________________ ________________________________________
Xxxxxx X. Xxxxx, Xx.
WITNESS:
/s/ Xxxxxxx Xxxxx /s/ Xxxx X. Xxxx
_____________________________________ ________________________________________
Xxxx X. Xxxx
COMPANY
BLUEGRASS CONTAINMENT, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
____________________________________
Its: President
___________________________________
PURCHASER
EASTERN ENVIRONMENTAL SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
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