Exhibit 99.5
AGREEMENT TO TERMINATE SHAREHOLDERS AGREEMENT
ADVANCED RECOVERY SOLUTIONS, INC.
THIS AGREEMENT, made on February 26, 2003 by and between Xxxxxxxx Xxxxx, 00 Xxxx
Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxxxxxxx, (Perry), Xxxxx Dancer, 00 Xxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxxxx (Dancer), Total Recycling Services, Inc., a New Jersey
Corporation with offices at 000 Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx, (TRS), and
Advanced Recovery Solutions, Inc. a Delaware corporation with offices at 000
Xxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx, (ARS).
W I T N E S S E T H
WHEREAS, Perry, Dancer and TRS are the sole shareholders of the corporation,
owning respectively 80, 20, and 100 shares. As used in this agreement, the term
"shares" shall mean all shares of the common stock, zero par value, of the
corporation now owned or later in any manner acquired by the parties; and
WHEREAS, on or about September 19, 2001, the shareholders became parties to, and
to subject their shares of stock in the corporation to, a shareholders'
agreement; and
WHEREAS, Perry, Dancer and TRS intend to sell their shares to Whitewing
Environmental Corp., which will become the sole shareholder of ARS after
closing;
NOW, THEREFORE, in consideration of the mutual covenants set forth below, the
parties agree as follows:
1. Shareholders Agreement dated on or about September 19, 2001 and any
amendments thereto are hereby terminated pursuant to section 11.1 thereof and
shall be of no further force or effect.
The undersigned parties have executed this agreement the day and year
first above written.
ADVANCED RECOVERY SOLUTIONS, INC.
/s/ Xxxxxx X. Xxxxxxx By: /S/ Xxxxxxxx Xxxxx
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Xxxxxx X. Xxxxxxx, Secretary Xxxxxxxx Xxxxx, President
/s/ Xxxxx Dancer By: /s/ Xxxxxxxx Xxxxx
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Xxxxx Dancer Xxxxxxxx Xxxxx
TOTAL RECYCLING SERVICES
Xxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx, Xx.
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Xxxxxx X. Xxxxxxx, Asst. Secretary Xxxxxx X. Xxxxxx Xx., President
