Exhibit 10.2
AMENDMENT NO. 1
TO MERGER AGREEMENT
This Amendment No. 1 dated as of November 7, 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 ("Merger Agreement"), which provides that the EESI stock to
be delivered to the Sellers shall be valued at $20.00 per share. The parties
hereto wish to revise the price per share and make certain other 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 Merger 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, pursuant to the provisions of New Jersey General
Corporation Law, effective on the Closing Date, Xxxx shall be merged with
Eastern SC, with the survivor of the merger being Xxxx, and HSS shall be merged
with Eastern Recycling, with the survivor of the merger being HSS. At the
Closing, (i) the outstanding common stock of Eastern SC shall be automatically
converted into the common stock of Xxxx and delivered to Eastern, (ii) the
outstanding common stock of Eastern Recycling shall be automatically converted
into the common stock of HSS and delivered to Eastern, (iii) all of the Company
Shares previously outstanding shall be delivered to Eastern, and (iii) Eastern
shall deliver to Sellers, subject to adjustment as provided herein in this
Section 1.3, a number of shares of Eastern's common stock ("EESI Stock") having
a value of $17,050,400, each share being valued at $24.00 ("Per Share Value").
At the Closing, the Xxxx Companies shall have total liabilities, excluding
accounts payable, of $1,000,000.00, as set forth on Schedule 1.3(a) attached
("Company Debt"). If the Company Debt, at Closing, is less than or more than
$1,000,000.00, the EESI Stock to be delivered at Closing shall be increased or
decreased, dollar for dollar, by the amount by which the principal and accrued
interest owed on the Company Debt at Closing is less than or exceeds
$1,000,000.00. The increase or decrease, as applicable, shall be calculated by
valuing the EESI Stock at $24.00 per share."
1.3 Section 1.5(b) of the Merger Agreement is hereby deleted in its
entirety and the phrase "Intentionally Omitted" is substituted therefor.
ARTICLE II
Miscellaneous
2.1 All references in the Merger Agreement to "this Agreement" 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.
2.2 Except as specifically amended by this Amendment, the Merger Agreement
shall remain in full force and effect.
2.3 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
---------------------------------
Xxxxxx X. Xxxxxx
Executive Vice President
SELLERS:
/s/ Xxxxxxx Xxxx /s/ Xxxxxxx Xxxx
----------------------------- ----------------------------
Xxxxxxx Xxxx Xxxxxxx Xxxx
/s/ Xxxxxxxxx Xxxxxxxx /s/ Keilley Xxxxxxxx
----------------------------- ----------------------------
Xxxxxxxxx Xxxxxxxx Keilley Xxxxxxxx
/s/ Xxxxx Xxxx /s/ Xxxxx Xxxxxxxx, Xx.
----------------------------- ----------------------------
Xxxxx Xxxx Xxxxx Xxxxxxxx, Xx.
/s/ Xxxx Xxxxxxxx /s/ Xxxxxxx Xxxx
----------------------------- ----------------------------
Xxxx Xxxxxxxx Xxxxxxx Xxxx, as Trustee for
Keilley Xxxxxxxx
/s/ Xxxxxxx Xxxx
-----------------------------
Xxxxxxx Xxxx, as Trustee for
Xxxxx Xxxx
