EXHIBIT F
AGREEMENT
This AGREEMENT dated as of May 13, 1996 by XXXXXX XXXXX ("Xx. Xxxxx")
and DUQUESNE CAPITAL MANAGEMENT, L.L.C., a Pennsylvania limited liability
company ("Duquesne LLC").
W I T N E S S E T H
WHEREAS, Xx. Xxxxx may be deemed the direct or indirect beneficial
owner of shares of common stock, par value $1 ("Common Stock") of WMX
Technologies, Inc. (the "Issuer");
WHEREAS, Duquesne LLC may be deemed the direct or indirect beneficial
owner of shares of Common Stock;
WHEREAS, Xx. Xxxxx and Duquesne LLC desire to vote the shares of Common
Stock of which they may be deemed to be beneficial owners in the same manner;
NOW THEREFORE, in consideration of the foregoing and of the mutual
terms and conditions set forth herein, the parties hereto, intending to be
legally bound, agree as follows:
1. At any time any actions are taken or proposed to be taken by the Issuer which
require a vote of the stockholders of the Issuer, the parties shall meet within
a reasonable period of time prior to the date on which such a vote is to be
taken, and shall use their best efforts to reach an agreement to vote in the
same manner all of the shares of Common Stock over which each of them has direct
or indirect voting power.
2. This agreement shall terminate in the event either Xx. Xxxxx or Duquesne LLC
no longer has direct or indirect voting power with respect to any shares of
Common Stock.
3. Nothing in this Agreement shall prevent any party from acquiring any
additional shares of Common Stock or disposing of any shares of Common Stock
with respect to which the party has direct or indirect dispositive power. Any
additional shares of Common Stock acquired over which either Xx. Xxxxx or
Duquesne LLC has direct or indirect voting power shall be subject to the terms
and conditions of this Agreement.
4. This Agreement may be executed in two or more counterparts, all of which
shall be considered one and the same agreement.
5. This Agreement constitutes the entire agreement among the parties hereto and
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.
6. This Agreement shall be governed by and construed in accordance with the laws
of the State of New York.
-2-
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date above first written.
XXXXXX XXXXX
By: /s/ Xxxx X. Xxxxxx
-------------------
Xxxx X. Xxxxxx
Attorney-in-Fact
DUQUESNE CAPITAL MANAGEMENT, L.L.C.
By: /s/ Xxxxxxx X. Xxxx
---------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
-3-
