EX-10.DD
AMENDMENT #1 TO SECOND A&R MARKETING AND DISTRIBUTION AGREEMENT
AMENDMENT NUMBER 1
TO
SECOND AMENDED AND RESTATED
MARKETING AND DISTRIBUTION AGREEMENT
BY AND BETWEEN
SAFETY-KLEEN SYSTEMS, INC.
AND
SYSTEMONE TECHNOLOGIES INC.
THIS AMENDMENT NUMBER 1 ("Amendment Number 1") to the Second Amended
and Restated Marketing and Distribution Agreement between SystemOne Technolgies,
Inc., a Florida corporation, with offices located at 0000 X.X. 00xx Xxxxxx,
Xxxxx 000, Xxxxx, Xxxxxxx 00000 (hereinafter referred to as "SystemOne") and
Safety-Kleen Systems, Inc., a Wisconsin corporation with offices located at 0000
Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxx Xxxxxxxx, 00000 (hereinafter referred
to as "Safety-Kleen") dated as of March 8, 2001 ("Marketing Agreement"), is made
this 25th day of June 2002, by and between SystemOne and Safety-Kleen.
W I T N E S S E T H
WHEREAS, SystemOne and Safety-Kleen entered into the Marketing Agreement
dated as of March 8, 2001; and
WHEREAS, the Marketing Agreement provides that Safety-Kleen may terminate
the Initial Term, as defined therein, effective on the second anniversary of the
Effective Date, as defined therein, by providing irrevocable written notice to
SystemOne of such termination at any time prior to the 180th day before the
second anniversary of the Effective Date; and
WHEREAS, the second anniversary of the Effective Date is on or about
December 29, 2002; and
WHEREAS, the parties desire to extend the period during which
Safety-Kleen may terminate the Initial Term; and
WHEREAS, the parties desire to modify the Marketing Agreement so to
reflect these changes.
NOW THEREFORE, for and in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and subject to the terms and conditions contained
herein, the preamble and recitals forming an integral part hereof, by their
signatures hereto the parties agree that this Amendment Number 1 modifies the
above referenced Marketing Agreement in the manner set forth below.
1
1. Section 2.1, insert the following additional language immediately
following the Minimum Purchase Commitment chart
"In the event that this Agreement is terminated in accordance
with Section 4.2(a), Safety-Kleen shall be required to purchase
only 1,041 Series 500 Equivalent Units for Contract Year 3."
2. Section 4.2(a), the entire paragraph is deleted and replaced with the
following:
"Notwithstanding anything in this Agreement to the contrary,
Safety-Kleen may terminate the Initial Term effective on January
29, 2003 by providing irrevocable written notice to SystemOne
of such termination at any time on or before July 29, 2002."
3. Notwithstanding anything in this Amendment Number 1 to the contrary,
nothing herein shall waive any right Safety-Kleen shall have to terminate the
Marketing Agreement in accordance with Section 4.2(b) of the Marketing
Agreement.
4. To the extent there are any conflicts between the terms contained in
this Amendment Number 1 and those contained in the Marketing Agreement, the
terms set forth in this Amendment Number 1 shall control.
5. The Marketing Agreement, as amended, shall remain in full force and
effect. This Amendment Number 1 shall become effective upon its execution by all
parties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Number 1 to be executed by their duly authorized representatives on the date
first above written.
Safety-Kleen Systems, Inc. SystemOne Technologies Inc.
By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
---------------------------------- ---------------------------
Name: Xxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxx
-------------------------------- --------------------------
Title: President Title: Chief Executive Officer
------------------------------- -------------------------
2
