Exhibit 10.4
November 21, 1997
Mr. Xxxxxxx Xxxxxx
Managing Director
Xxxxx & Company Incorporated
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxxxxxx:
I appreciate your kindness in confirming the agreement by Xxxxx & Company
Incorporated ("Xxxxx") regarding the termination of investment banking,
investment advisory and/or other financial services performed or to be performed
by Xxxxx for GeoWaste Incorporated ("Company" or "GeoWaste") pursuant to that
certain letter dated March 12, 1997 (the "Letter") by course of dealing or
otherwise (the "Services") and the settlement of any and all claims or
obligations between Xxxxx and the Company regarding the Services.
In consideration of the mutual promises contained herein and the Company's
agreement, effective as of November 4, 1997, to modify and amend the warrant
certificate dated as of August 2, 1991, as amended May 8, 1996 ("Warrant
Certificate"), pursuant to which Xxxxx is entitled to purchase, at any time and
from time to time prior to the Expiration Date (as defined in the Warrant
Certificate), up to an aggregate of 2,000,000 fully paid non-assessable shares
of the Company's common stock, $ .10 par value, at a purchase price of $ .55 per
share ("Warrants"), subject to adjustment as provided in Section 6 of the
Warrant Certificate, Xxxxx and GeoWaste agree as follows:
1. WARRANT CERTIFICATE. Sections 1 and 2.2 of the Warrant Certificate
shall be amended and replaced in their entirety, as follows:
"1. WARRANT; PURCHASE PRICE Each Warrant shall entitle the Holder to
purchase one share of Common Stock of the Company (individually, a "Share";
severally, the "Shares"). The purchase price payable upon exercise of each
Warrant (the "Purchase Price") shall be $ .61 per share, subject to adjustment
as adjustment as hereinafter provided. The number of shares purchasable upon
exercise of each Warrant and the Purchase Price of each Warrant are subject to
adjustment as provided in Article 6."
"2.2. The term "Expiration Date" shall mean 5:00 p.m., New York City
time on February 2, 1999, or if such date shall in the State of New York be a
holiday or a day on which banks are authorized to close, then 5:00 p.m. New York
Time the next following date which in the State of New York is not a holiday or
a day on which banks are authorized to close."
2. TERMINATION OF SERVICES. Xxxxx has not and shall not provide the
Services to GeoWaste or on GeoWaste's behalf and the Letter is void and of no
force or effect.
3. RELEASE. Xxxxx and each and every past and present subsidiary,
affiliate, shareholder, officer, director, managing director, agent, servant,
employee, representative and attorney hereby jointly and severally release,
acquit and forever discharge GeoWaste and each and every past and present
subsidiary, affiliate, shareholder, officer, director, agent, servant, employee,
representative and attorney from any and all claims, causes of action, suit,
debts, liens, obligations, liabilities, demands, losses, costs and expenses of
any kind, character or nature whatsoever, known or unknown, fixed or contingent,
which Xxxxx may have or claim to have now or which may hereafter arise out of or
connected with the Services, existing or occurring prior to the date of this
letter, including without limitation, any claims liabilities or obligations
arising with respect to the Services evidenced by the Letter. The provisions of
this paragraph shall be binding upon Xxxxx and shall inure to the benefit of
GeoWaste and its successors and assigns. Notwithstanding anything to the
contrary contained in this letter, this paragraph does not release any person
from any claim resulting solely from conduct occurring after the date of this
letter.
If this letter accurately reflects our understanding and agreement,
kindly confirm and acknowledge the same by having an authorized signature from
Xxxxx & Company Incorporated affixed in the space provided below. Please retain
a fully executed copy for your files and return the original to me.
Sincerely,
GEOWASTE INCORPORATED
/S/ XXX X. MACF. XXXXXXX
Xxx C. MacF. Burbott
President and Chief Executive Officer
Confirmed and Acknowledged
as of November 4, 1997
XXXXX & COMPANY INCORPORATED
/S/ XXXXXXX X. XXXXXX
Xxxxxxx X. Xxxxxx
Managing Director
