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EXHIBIT 4
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement ("Agreement") dated January
31, 1997, is entered into by and between TransAmerican Waste Industries, Inc.,
a Delaware corporation (the "Company") and Xxxxxx X. Xxxxx, Xx. (the "Holder").
This Agreement evidences that for good and valuable consideration, the receipt
and sufficiency of which is acknowledged, the Company and the Holder agree as
follows:
ARTICLE 1. INTRODUCTION
SECTION 1.1 RECITALS. In connection with the receipt by a wholly-
owned subsidiary of the Company of an $8.5 million loan from a certain bank
(the "Loan"), Holder personally guaranteed the Loan and pledged certain shares
of stock to secure such Loan. As consideration for such guarantee, the Company
issued to Holder a Warrant to purchase 2,000,000 shares of the Company's Common
Stock for $1.00 per share and a Warrant to purchase 1,000,000 shares of the
Company's Common Stock for $1.25 per share (collectively referred to herein as
the "Warrants"). The 3,000,000 shares of the Company's Common Stock
purchasable upon the exercise of the Warrants are referred to herein as the
"Warrant Shares".
SECTION 1.2 DEFINITIONS. Certain capitalized terms used in this
Agreement are defined in Article 6 hereof; references to sections shall be to
sections of this Agreement.
ARTICLE 2. REQUIRED REGISTRATION
SECTION 2.1 SHELF REGISTRATION.
(a) Within four months of the Closing, the Company shall file
with the Commission a registration statement covering the resale of the
Warrant Shares on the appropriate form (the "Registration Statement")
and shall designate such registration to be a "shelf" registration
pursuant to Rule 415 under the Act. The Company shall use its best
efforts to cause such Registration Statement to become effective as soon
as practicable and in no event later than seven months after the Closing
and to cause the Warrant Shares to be qualified in such state
jurisdictions as the Holder may request.
(b) The Company shall keep the Registration Statement current
and effective until the earlier of (i) five years from the date hereof
or (ii) the Warrant Shares may be resold under Rule 144(k) promulgated
under the Act. The Company shall supplement or make amendments to the
Registration Statement, if required by the registration form used by the
Company, the instructions thereto, the Act or the rules and regulations
of the Commission. The Company will furnish the Holder a copy of all
such supplements or amendments at least one business day prior to filing
such supplement or amendment.
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(c) The Company shall be entitled to require that the Holder
refrain from effecting any purchases or public sales or distributions of
the Warrant Shares pursuant to a Registration Statement that has been
declared effective by the Commission, if the board of directors of the
Company reasonably determines that such public sales or distributions
would interfere in any material respect with any transaction involving
the Company that the board of directors reasonably determines to be
material to the Company. The Company will notify the Holder of such an
event pursuant to Section 4.1(g). In the event of a request by the
board of directors of the Company that the Holder refrain from effecting
any purchases or public sales or distributions of the Warrant Shares or
offering any Warrant Shares pursuant to the Registrant Statement, the
Company shall be required (i) to lift such restrictions regarding
effecting public purchases or sales or distributions of the Warrant
Shares, as the case may be, as soon as reasonably practicable after the
board of directors shall reasonably determine public sales or
distributions by the Holder of the Warrant Shares shall not interfere
with such transaction and (ii) to deliver an amended prospectus
disclosing the material event, if necessary; provided, that in no event
shall any requirement that the Holder refrain from effecting public
sales or distributions in the Warrant Shares extend for more than 90
days.
SECTION 2.2 EFFECTIVE REGISTRATION STATEMENT. A registration of
Warrant Shares pursuant to this Article 2 shall not be deemed to have been
effective (i) unless a Registration Statement with respect to the Warrant
Shares has become effective, provided, that a Registration Statement which does
not become effective after the Company has filed such Registration Statement
solely by reason of the refusal to proceed by the Holder (other than a refusal
to proceed based upon the advice of counsel relating to a matter related solely
to the Company) shall be deemed to have been effected by the Company unless the
Holder shall have elected to pay all Registration Expenses in connection with
such registration; or (ii) if, after it has become effective, such registration
is withdrawn by the Company (other than at the request of the Holder),
interfered with by any stop order, injunction or other order or requirement of
the Commission or other governmental agency or court for any reason prior to
the expiration of a ninety-day period following the effectiveness of such
Registration Statement effectiveness, or (iii) the conditions to closing
specified in any purchase agreement or underwriting agreement entered into in
connection with such registration are not satisfied due to some act or omission
by the Company.
SECTION 2.3 UNDERWRITING. If the Registration Statement required by
this Article 2 is filed pursuant to an underwritten offering, the right of the
Holder to registration pursuant to Section 2.1 shall be conditioned upon such
Holder's participation in such reasonable underwriting arrangements as the
Company shall make regarding the offering, and the inclusion of Warrant Shares
in the underwriting shall be limited to the extent provided herein. The Holder
shall (together with the Company and the other holders distributing their
securities through such underwriting) enter into an underwriting agreement in
customary form with the managing underwriter selected for such underwriting by
the Company. If the managing underwriter concludes in its reasonable judgment
that the number of shares to be registered for selling stockholders (including
the Holder) would materially adversely effect such offering and exceeds the
number of shares which can be sold in such offering within a price range
reasonably acceptable to the underwriter, the Company and the Holder, then the
Holder shall be given written notice
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thereof stating the basis for such belief and the number of Shares to be
registered. The Shares, together with the number of shares of Common Stock or
other securities subject to a contractual right to participate in the offering,
held by Persons that have notified the Company of their intent to be included
and registered in such offering, shall be reduced on a pro rata basis based on
the number of Warrant Shares proposed to be sold by the Holder as compared to
the number of shares proposed to be sold by all stockholders. If the Holder
disapproves of the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to the Company and the managing underwriter,
delivered not less than ten days before the effective date. Any securities
excluded or withdrawn from such underwriting shall be withdrawn from such
registration, and shall not be transferred in a public distribution prior to 90
days after the effective date of the registration statement relating thereto,
or such other shorter period of time as the underwriters may require. If
Holder effect the sale of less than all his Warrant Shares in such underwritten
offering, the Company shall have the continuing obligation to effect the
registration of the remaining Warrant Shares pursuant to Section 2.1 hereof.
ARTICLE 3. "PIGGY-BACK" REGISTRATION
SECTION 3.1 RIGHT TO INCLUDE REGISTRABLE SECURITIES. Except as set
forth below, if the Company at any time proposes to file a Registration
Statement under the Act covering any of its securities other than (i) a
registration on Form X-0, Xxxx X-0, or any successor or similar forms, or (ii)
a shelf registration under Rule 415 under the Act for the sole purpose of
registering shares to be issued in connection with the acquisition of assets,
whether or not for sale for its own account, it will each such time give prompt
written notice to the Holder of its intention to do so and of the Holder's
rights under this Article 3. Upon the written request of the Holder made
within 30 days after the receipt of any such notice (which request shall
specify the Warrant Shares intended to be disposed of by the Holder and the
intended method of disposition thereof), the Company will use its best efforts
to effect the registration under the Act of all Warrant Shares which the
Company has been so requested to register by the Holder, to the extent required
to permit the disposition in accordance with the intended methods of
disposition, by inclusion of such Warrant Shares in the Registration Statement
which covers the securities that the Company proposes to register ("Piggy-Back
Right"); provided, that if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the
Registration Statement filed in connection with such registration, the Company
shall determine for any reason either not to register or to delay registration
of such securities, the Company may, at its election, give written notice of
such determination to the Holder and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Warrant Shares in connection with such registration (but not from its
obligation to pay the Registration Expenses in connection therewith), without
prejudice, subject to the rights of the Holder under Article 2 and (ii) in the
case of a determination to delay registering, shall be permitted to delay
registering any Warrant Shares, for the same period as the delay in registering
such other securities. The Company shall have no further obligation, and the
Holder shall have no rights, pursuant to any provision of this Article 3 after
the earlier of (a) five years from the date hereof or (b) the Warrant Shares
may be sold under Rule 144(k) promulgated under the Act. No registration
effected under
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this Article 3 shall relieve the Company of its obligation to effect any
registration under Article 2 unless all the Warrant Shares are included in such
registration.
SECTION 3.2 PRIORITY IN PIGGY-BACK REGISTRATIONS. If (i) a
registration pursuant to Article 3 involves an underwritten offering of the
securities being registered, whether or not for sale for the account of the
Company, to be distributed by or through one or more underwriters under
underwriting terms appropriate for such a transaction, and (ii) the managing
underwriter of such underwritten offering shall inform the Company and the
Holder by letter of its belief that the distribution of all or a specified
number of such Warrant Shares concurrently with the securities being
distributed by such underwriters would interfere with the successful marketing
of the securities being distributed by such underwriters (such writing to state
the basis of such belief and the approximate number of such Warrant Shares
which may be distributed without such effect), then the Company may, upon
written notice to the Holder, reduce pro rata (if and to the extent stated by
such managing underwriter to be necessary to eliminate such effect) the number
of such Warrant Shares and securities proposed to be sold by any Person other
than the Company the registration of which shall have been requested by the
Holder and each security holder so that the resultant aggregate number of such
securities so included in such registration shall be equal to the number of
shares stated in such managing underwriter's letter.
ARTICLE 4. REGISTRATION PROCEDURES
SECTION 4.1 PREPARATION OF FILINGS. If and whenever the Company is
required to use its best efforts to effect the registration of any Warrant
Shares under the Act as provided in Articles 2 or 3 the following shall apply:
(a) Registration Statement. The Company shall promptly
prepare and file with the Commission the requisite Registration
Statement to effect such registration (including such audited financial
statements as may be required by the Act or the rules and regulations
promulgated thereunder) and thereafter use its reasonable best efforts
to cause such Registration Statement to become and remain effective;
provided, however, that the Company may withdraw any registration of its
securities at any time prior to the effective date of the Registration
Statement relating thereto; provided further, that before filing such
Registration Statement or any amendments thereto, the Company will
furnish to the Holder and its counsel copies of all such documents
proposed to be filed.
(b) Amendments. The Company shall prepare and file with the
Commission such amendments, post-effective amendments and supplements to
such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement
effective and to comply with the provisions of the Act with respect to
the disposition of all securities covered by such Registration Statement
for the time periods specified in Section 2.1(b).
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(c) Copies of Documents. The Company shall furnish to the
Holder and each underwriter, if any, of the securities being sold by the
Holder such number of conformed copies of such Registration Statement
and of each amendment and supplement thereto (in each case including all
exhibits to such Registration Statement), such number of copies of the
prospectus contained in such Registration Statement (including each
preliminary prospectus and any summary prospectus) and any other
prospectus filed pursuant to Rule 424 under the Act and such other
documents, as the Holder and underwriter, if any, may reasonably request
in order to facilitate the public sale or other disposition of the
securities owned by the Holder (it being understood that the Company
consents to the use of the prospectus and any amendments or supplement
thereto by the Holder and the underwriter or underwriters, if any, in
connection with the offering and sale of securities covered by the
prospectus or any amendment or supplement thereto).
(d) Blue-Sky. The Company will use its reasonable best
efforts to register or qualify all Warrant Shares under the securities
laws or blue sky laws of the jurisdictions as the Holder and any
underwriter of the securities being sold by the Holder shall reasonably
request, to keep such registrations or qualifications in effect for so
long as such Registration Statement remains in effect, and take any
other action which may be reasonably necessary or advisable to enable
the Holder and underwriter to consummate the disposition in such
jurisdictions of the securities owned by the Holder, except that the
Company shall not for any such purpose be required to qualify generally
to do business as a foreign corporation in any jurisdiction wherein it
would not but for the requirements of this subsection (d) be obligated
to be so qualified, or to consent to general service of process in any
such jurisdiction.
(e) Expenses. The Company will pay all Registration Expenses
in connection with any registration effected pursuant to Article 2 or
Article 3.
(f) Other Approvals. The Company will use its reasonable best
efforts to cause all Warrant Shares covered by such Registration
Statement to be registered with or approved by such other governmental
agencies or authorities as may be necessary to enable the Holder to
consummate the intended disposition of such securities.
(g) Notice of Events. The Company will notify the Holder at
any time when a prospectus relating thereto is required to be delivered
under the Act, upon the Company's discovery that, or upon the happening
of any event as a result of which, the prospectus included in such
Registration Statement, as then in effect, includes an untrue statement
of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made,
and at the request of the Holder promptly prepare and furnish to the
Holder and each underwriter, if any, a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so
that, as thereafter delivered to the purchasers of such securities, such
prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to
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make the statements therein not misleading in the light of the
circumstances under which they were made.
(h) Listing. The Company will cause all Warrant Shares
covered by the Registration Statement to be listed on each securities
exchange or traded or quoted on each market on which the same class of
securities issued by the Company are then listed, traded or quoted.
(i) Transfer Agent. The Company will provide a transfer
agent, registrar and a CUSIP number for all Warrant Shares no later than
the effective date of such Registration Statement.
SECTION 4.2 DATA FROM THE SHAREHOLDERS. The Company may require the
Holder to furnish the Company, and Holder agrees to provide to the Company,
such information regarding the Holder and the distribution of such securities
as the Company may from time to time reasonably request in writing.
SECTION 4.3 DISCONTINUANCE OF USE OF PROSPECTUS. The Holder agrees by
acquisition of such Warrant Shares that, upon receipt of any written notice
from the Company of the occurrence of any event of the kind described in
Section 4.1(g), the Holder will forthwith discontinue the Holder's offer of
Warrant Shares pursuant to the Registration Statement relating to such Warrant
Shares until the Holder's receipt of the copies of the supplemented or amended
prospectus contemplated by Section 4.1(g) and, if so directed by the Company,
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in the Holder's possession of the prospectus
relating to such Warrant Shares at the time of receipt of such notice.
SECTION 4.4 UNDERWRITTEN OFFERINGS. If requested by the underwriters
for any underwritten offering by the Holder pursuant to a registration under
Article 2 or Article 3, the Company will enter into an underwriting agreement
with such underwriters for such offering, such agreement to be reasonably
satisfactory in form and substance to the Company, the Holder and the
underwriters, and to contain such representations and warranties by the Company
and such other terms as are generally prevailing in agreements of this type.
The Holder will cooperate with the Company in the negotiation of the
underwriting agreement. The Holder shall be a party to such underwriting
agreement.
SECTION 4.5 PREPARATION; REASONABLE INVESTIGATION. In connection with
the preparation and filing of each Registration Statement under the Act
pursuant to this Agreement, the Company will give the Holder, and its counsel
and accountants, the opportunity to participate in the preparation of such
Registration Statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto.
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ARTICLE 5. INDEMNIFICATION
SECTION 5.1 INDEMNIFICATION BY THE PURCHASER. In the event of any
registration of any securities of the Company under the Act, the Company will,
and hereby does, severally indemnify and hold harmless in the case of any
registration statement filed pursuant to Article 2 or 3, the Holder and each
underwriter, if any, of the Holder's securities, and each person who controls
the Holder or the underwriter within the meaning of Section 15 of the Act,
against any losses, claims, damages or liabilities, joint or several, to which
the Holder may become subject under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any Registration Statement under which such securities were registered under
the Act, any preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto, or any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and the Company
will reimburse the Holder for any legal or any other expenses reasonably
incurred by him in connection with investigating or defending any such loss,
claim, liability, action or proceeding; provided that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof) or expense arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such Registration Statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment or supplement in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by the Holder, specifically stating
that it is for use in the preparation thereof and, provided further that the
Company shall not be liable to any Person who participates as an underwriter,
in the offering or sale of Warrant Shares or to any other Person, if any, who
controls such underwriter within the meaning of the Act, in any such case to
the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of such Person's failure
to send or give a copy of the final prospectus, as the same may be then
supplemented or amended, within the time required by the Act to the Person
asserting an untrue statement or alleged untrue statement or omission or
alleged omission at or prior to the written confirmation of the sale of Warrant
Shares to such Person if such statement or omission was corrected in such final
prospectus. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of the Holder or any such director,
officer, and shall survive the transfer of such securities by such holder.
SECTION 5.2 INDEMNIFICATION BY THE SELLER. To the extent permitted by
law, the Holder will indemnify the Company, each of its directors and officers,
each underwriter, if any, of the Company's securities covered by such a
Registration Statement, each person who controls the Company or such
underwriter within the meaning of Section 15 of the Act, and each other person
selling the Company's securities covered by such Registration Statement, each
of such person's officers and directors and each person controlling such
persons within the meaning of Section 15 of the Act, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of
or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any such Registration Statement, prospectus, offering
circular or other document, or any omission (or alleged omission) to state
therein a material fact required to be stated therein or
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necessary to make the statements therein not misleading, or any violation by
the Holder of any rule or regulation promulgated under the Act applicable to
the Holder and relating to action or inaction required of the Holder in
connection with any such registration, qualification or compliance, and will
reimburse the Company, such other persons, such directors, officers, persons,
underwriters or control persons for any legal or other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such Registration Statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to the Company by the Holder specifically for use
therein. In addition, insofar as the foregoing indemnity relates to any such
untrue statement (or alleged untrue statement) or omission (or alleged
omission) made in the preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the Commission at the time the Registration
Statement becomes effective or in the final prospectus filed pursuant to
applicable rules of the Commission or in any supplement or addendum thereto,
the indemnity agreement herein shall not inure to the benefit of the Company,
any underwriter if a copy of the final prospectus filed pursuant to such rules,
together with all supplements and addenda thereto, was not furnished to the
person or entity asserting the loss, liability, claim or damage at or prior to
the time such furnishing is required by the Act.
SECTION 5.3 NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in Sections 5.1 or 5.2 such indemnified party
will, if a claim in respect thereof is to be made against an indemnifying
party, give written notice to the latter of the commencement of such action,
provided that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under
Sections 5.1 or 5.2, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice. In case any such action is
brought against an indemnified party, unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim, the indemnifying party
shall be entitled to participate in and to assume the defense thereof, jointly
with any other indemnifying party similarly notified, to the extent that the
indemnifying party may wish, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall, without the consent of the indemnified party, consent to entry of
any judgment or enter into any settlement of any such action which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such indemnified party of a release from all liability, or a
covenant not to xxx, in respect to such claim or litigation. No indemnified
party shall consent to entry of any judgment or enter into any settlement of
any such action the defense of which has been assumed by an indemnifying party
without the consent of such indemnifying party.
SECTION 5.4 INDEMNIFICATION PAYMENTS. The indemnification required by
this Article 5 shall be made by periodic payments of the amount thereof during
the course of the investigation or defense, as and when bills are received or
expense, loss, damage or liability is incurred.
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ARTICLE 6. DEFINITIONS
As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:
Act: means the Securities Act of 1933, or any similar Federal
statute, and the rules and regulations of the Commission thereunder, all
as of the same shall be in effect at the time. References to a
particular section of the Securities Act of 1933 shall include a
reference to the comparable section, if any, of any such similar Federal
statute.
Commission: means the Securities and Exchange Commission or any
other Federal agency at the time administering the Securities Act.
Exchange Act: means the Securities Exchange Act of 1934, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference
to a particular section of the Securities Exchange Act of 1934 shall
include a reference to the comparable section, if any, of any such
similar federal statute.
Person: means a corporation, as association, a partnership, an
organization, business, an individual, a governmental or political
subdivision thereof or a governmental agency.
Registration Expenses: means all expenses incident to the
Company's performance of or compliance with Article 2 or 3, including,
without limitation, all registration, filing, listing, and NASD fees,
all fees and expenses of complying with securities or blue sky laws, all
word processing, duplicating, printing and engraving expenses, messenger
and delivery expenses, the fees and disbursements of counsel for the
Company and of its independent public accountants, including the
expenses of any special audits or "cold comfort" letters required by or
incident to such performance and compliance, premiums and other costs of
policies of insurance against liabilities arising out of the public
offering of the Warrant Shares being registered and any fees and
disbursements of underwriters customarily paid by issuers or sellers of
securities, but excluding underwriting discounts and commissions and
transfer taxes, if any.
Warrant Shares: means the 1,000,000 shares and 2,000,000 shares
of the Company's Common Stock purchased or purchasable by the holder of
the Warrants issued to the Holder dated as of the date hereof upon the
exercise of such Warrants.
ARTICLE 7. MISCELLANEOUS
SECTION 7.1 REMEDIES. The Company agrees that monetary damages would
not be adequate compensation for any loss incurred by reason of a breach hereof
and hereby agrees to
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waive the defense in any action for specific performance of such an obligation
that a remedy at law would be adequate.
SECTION 7.2 ASSIGNMENT. This Agreement shall not be assignable by
either party hereto without the written consent of the other party.
SECTION 7.3 DESCRIPTIVE HEADINGS. The descriptive headings of the
several sections and paragraphs of this Agreement are inserted for reference
only and shall not limit or otherwise affect the meaning hereof.
SECTION 7.4 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED
BY, THE LAWS OF THE STATE OF TEXAS WITHOUT PREJUDICE TO THE PRINCIPLES OF
CONFLICTS OF LAW.
SECTION 7.5 COUNTERPARTS. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original, but all such counterparts shall together constitute one and the same
instrument.
SECTION 7.6 ENTIRE AGREEMENT. This Agreement embodies the entire
agreement and understanding between the Company and the Holder and supersedes
all prior agreements and understandings relating to the subject matter hereof.
SECTION 7.7 SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.
SECTION 7.8 AMENDMENTS AND WAIVERS. This Agreement may be amended and
the Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent of the Holder.
SECTION 7.9 NOTICES. Except as otherwise provided in this Agreement,
all communications provided for hereunder shall be in writing and sent by
first-class mail, postage prepaid, and (a) if addressed to the Holder, at X.X.
Xxx 00000, Xxxxxxx, Xxxxx 00000 or (b) if addressed to the Company, 000 X. Xxxx
Xxx Xxxx, Xxxxxxx, Xxxxx 00000 to the attention of its President.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.
TRANSAMERICAN WASTE INDUSTRIES, INC.
By: /s/ Xxxxx Xxxxx
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Name: J. Xxxxx Xxxxx
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Title: Vice President
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/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Xx.
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