EXHIBIT (10)(ii)
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This First Amendment ("Amendment"), effective as of September 16,
2002, amends that certain Asset Purchase Agreement dated as of August 27, 2002
("Agreement"), entered into by and among New 3E Company Acquisition Corporation,
a Delaware corporation (the "Purchaser"), Safety-Kleen Systems, Inc., a
Wisconsin corporation ("Safety-Kleen"), Xxxx X. Xxxxx, XX, Xxxxx Xxxxx,
Xxxxxxxxxxx Xxxxx, Xxxxxx X. Xxxx, Xxxxxx Xxxxxx and 3E Company Environmental,
Ecological and Engineering, a California corporation (the "Company"). The
Company, Safety-Kleen, the Minority Shareholders and the Purchaser are sometimes
collectively referred to herein as the "Parties" and individually as a "Party."
Capitalized terms used herein and not otherwise defined herein have the meanings
given to such terms in Section 11 of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants,
agreements and understandings contained in the Agreement, and intending to be
legally bound, the Parties hereby agree to amend Section 1C(v) of the Agreement
to read as follows:
(v) any and all Liabilities arising under guarantees or similar
instruments relating to indebtedness for borrowed money incurred
by Safety-Kleen or any of its Affiliates (other than the Company),
including without limitation Liabilities as a guarantor pursuant
to that certain Amended and Restated Credit Agreement, dated as of
April 3, 1998, by and among LES, Inc., Xxxxxxx Environmental
Services (Canada) Ltd., and the lenders and agents thereunder (the
"LES Guarantee"); and
Except as set forth above, the terms and conditions of the original Agreement
are ratified, approved and confirmed and are incorporated herein as if fully set
forth. If there is any conflict between any provisions of the Agreement and any
provision of this Amendment, the terms and conditions of this Amendment shall
prevail and control.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment to
be effective as of the date first written above.
3E COMPANY ENVIRONMENTAL, /s/ Xxxx X. Xxxxx, XX
ECOLOGICAL AND ENGINEERING -----------------------
Xxxx X. Xxxxx, XX
By: /s/ Xxxx X. Xxxxx XX /s/ Xxxxx Xxxxx
---------------------------- -----------------------
Xxxx X. Xxxxx, XX, President Xxxxx Xxxxx
SAFETY-KLEEN SYSTEMS, INC. /s/ Xxxxxxxxxxx Xxxxx
-----------------------
Xxxxxxxxxxx Xxxxx
By: /s/ XX Xxxxxxxx
----------------------------
Name: Xxxxx X. Xxxxxxxx /s/ Xxxxxx X. Xxxx
---------------------------- -----------------------
Its: President Xxxxxx X. Xxxx
---------------------------
/s/ Xxxxxx Xxxxxx
NEW 3E COMPANY ACQUISITION -----------------------
CORPORATION Xxxxxx Xxxxxx
By: /s/Xxxx X. Xxxxx, XX
----------------------------
Xxxx X. Xxxxx, XX, President
