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EXHIBIT 10.14
AMENDMENT TO THE GLENDALE SUPERFUND SITE PRP
ORGANIZATION AGREEMENT
This AMENDMENT TO THE GLENDALE SUPERFUND SITE PRP ORGANIZATION
AGREEMENT ("Amendment") is made as of this 11th day of January, 1996 by and
among the parties to the Glendale Superfund Site PRP Organization Agreement
dated as of October __, 1993 (the "Organization Agreement"), with reference to
the following facts:
WHEREAS, the Organization Agreement currently provides that shared
information received from any Member (as defined below) or its counsel, or
technical consultant retained for the Group pursuant to the Organization
Agreement shall only be used in connection with allocating Shared Costs,
asserting any common claims or defenses in connection with the Site and
conducting such other activities that are necessary and proper to carry out the
purposes of the Organization Agreement.
WHEREAS, the current parties to the Organization Agreement
(individually, a "Member" and collectively, the "Members") now desire to amend
the Organization Agreement to provide that any Member may disclose shared
information to (1) its insurance company for the sole purpose of obtaining
insurance coverage for fees, costs and expenses incurred by such Member and
related to the Site, provided that such Member's insurance company agrees to
keep such shared information strictly confidential, and (2) indemnitors and/or
contributors for the sole purpose of obtaining indemnity and/or contribution
for fees, costs and expenses incurred by such Member and related to the Site,
provided that such indemnitor and/or contributor agrees to keep such shared
information strictly confidential.
WHEREAS, the Members also desire to amend the Organization Agreement to
provide that any Member may disclose to its outside independent auditors (1)
its own allocable share of fees, costs and expenses that have been assessed,
and (2) estimates of the allocable share of fees, costs and expenses that may
be assessed, to such Member by the Group for the purpose of preparing,
reviewing and auditing financial statements for such Member.
WHEREAS, any term not otherwise defined herein shall have the same meaning
ascribed to such term in the Organization Agreement.
NOW THEREFORE, in consideration of the foregoing, the Members agree as
follows:
1. Use and Disclosure of Shared Information. Section 12.41 (a) of
the Organization Agreement is hereby deleted in its entirety, and the following
paragraph is inserted in lieu thereof:
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"(a) Each Member agrees that all shared information received
from any other Member or its counsel, or technical consultant
retained for the Group pursuant to this Agreement, shall be
held in strict confidence by the receiving Member and by all
persons to whom such confidential information is revealed by
the receiving Member, pursuant to this Agreement, and that
such information shall be used only in connection with
allocating Shared Costs, asserting any common claims or
defenses in connection with the Site, and conducting such
other activities that are necessary and proper to carry out
the purposes of this Agreement; provided, further that a
Member may also voluntarily disclose shared information (i) to
its insurance company or companies for the sole purpose of
obtaining insurance coverage from such insurance company for
fees, costs and expenses incurred by such Member and related
to the Site (including, without limitation, all fees, costs
and expenses arising from, or related to, such Member's
participation in the Group and the Interim Remedial Action) or
(ii) to any indemnitor or indemnitors, or any contributor or
contributors, of such Member for the sole purpose of obtaining
indemnity and/or contribution for fees, costs and expenses
incurred by such Member and related to the Site (including,
without limitation, all fees, costs and expenses arising from,
or related to, such Member's participation in the Group and
the Interim Remedial Action) if and only if such Member's
insurance company or indemnitor or contributor, as the case
may be, agrees in writing (A) to keep such shared information
strictly confidential, except as is required by law, by an
order of a court of competent jurisdiction or by subpoena, in
which event such insurance company or indemnitor or
contributor shall notify such Member and the Group of the
circumstances requiring disclosure and shall refrain from such
disclosure for the maximum period of time allowed by law so
that such Member, the Member that generated the information to
be disclosed or the Group may obtain a protective order or
take other action to protect the confidentiality of the shared
information, (B) that such disclosure does not waive any
attorney-client privilege, attorney work product protections
or any other privilege associated with such information and
(C) that the Group shall be entitled to injunctive and other
equitable relief in the event of a threatened or actual breach
of the foregoing confidentiality provisions. Additionally,
any Member may voluntarily disclose to its outside independent
auditors (1) its own allocable share of fees, costs and
expenses that have been and (2) estimates of, and reasons
for, the allocable share of fees, costs and expenses that may
be assessed, to such Member by the Group for the purpose of
preparing, reviewing and auditing financial statements for
such Member, provided that no other shared information may be
disclosed to the auditor of any Member without the prior
written consent of the Group and the Member that generated the
information to be disclosed. A Member's disclosure of shared
information shall not be considered voluntary if such
disclosure is required by a court order or subpoena; provided,
that in the event that a
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Member is required to disclose shared information pursuant to
a court order or subpoena, such Member shall comply with all
provisions of Section 12 of the Organization Agreement,
including, without limitation, all provisions of Section
12.3(b)."
2. Except as otherwise expressly amended herein, the Organization
Agreement shall continue in full force and effect in accordance with the terms
in effect immediately prior to the execution of this Amendment.
IN WITNESS WHEREOF, pursuant to Section 20 of the Organization Agreement,
the Chairman and Secretary of the Group hereby certify and attest that the
foregoing Amendment has been approved by a vote of at least two-thirds of the
Voting Power of the Members present in person or by proxy at a Group meeting
called for the purpose of considering such amendment, and pursuant to such
vote, the Group has agreed that this Amendment is effective and binding on all
Members as of January 11, 1996.
/s/ RICHARD J. McNEIL
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Richard McNeil, Chairman
/s/ TERESA C. OLMSTED
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Teresa Olmsted, Secretary
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