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Exhibit 10(a)
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF REORGANIZATION
This Amendment, dated as of July 27, 1995 (the "Amendment") to the
Agreement and Plan of Reorganization, dated December 5, 1995, as amended, (the
"Reorganization Agreement") by and among OHM Corporation, an Ohio corporation,
Rust Remedial Services, Inc., a Delaware corporation, Enclean Environmental
Services Group, Inc., a Delaware corporation, Rust Environmental Inc., a former
Delaware corporation that merged out of existence with and into OHM Remediation
Services Corp., an Ohio corporation and Rust International, Inc., a Delaware
corporation.
For good and valuable consideration, the parties hereby agree that the
Reorganization Agreement shall be amended as follows:
1. Section 3.1(a) of the Reorganization Agreement is hereby
amended and restated as follows:
(a) By the close of business on August 15, 1995, OHM shall
prepare and deliver a statement of current assets and current
liabilities of Environmental as of the last day of the month either
preceding or following the Closing Date which is closest to the Closing
Date (the "Closing Statement") which shall be prepared on a basis
consistent with the Division Balance Sheet (each, as hereinafter
defined).
2. Section 3.1(b) of the Reorganization Agreement is hereby
amended and restated as follows:
(b) If, within 45 days after the date such Closing Statement
is delivered to Rust, Rust shall not have given written notice to OHM
setting forth in detail any objection of Rust to such Closing
Statement, then such Closing Statement shall constitute the "Division
Closing Statement" and the current assets shown thereon less the
current liabilities shown thereon shall constitute the "Division
Closing Net Current Asssets." In the event Rust, within such 45-day
period, shall give written notice of any objection to such Closing
Statement, OHM and Rust shall endeavor to reach agreement on all
differences within the 30-day period following the giving of notice by
Rust of its objections. If the parties are unable to reach agreement
within such 30-day period, the matter shall be submitted to a firm of
independent certified public accountants as may be agreed to by OHM and
Rust (the "Independent Accountants"), the decision of which shall be
final and binding upon the OHM and Rust. The Closing Statement agreed
upon by OHM and Rust or as determined by the Independent Accountants
pursuant to this Section 3.1 shall constitute the "Division Closing
Statement" and the net current assets shown thereon shall constitute
the "Division Closing Net Current Assets".
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OHM and Rust shall bear equally the expenses of the Independent
Accountants.
3. Except as amended herein, the Reorganization Agreement and the
Schedules thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
OHM CORPORATION RUST REMEDIAL SERVICES INC.
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President Title: Treasurer
ENCLEAN ENVIRONMENTAL SERVICES OHM REMEDIATION SERVICES CORP.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Treasurer Title: Vice President
RUST INTERNATIONAL INC.
By: /s/ Xxxxxxx X. Xxxxx
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Title: Vice President
