1
Exhibit 2.3
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
By this Amendment No. 2 to that Stock Purchase Agreement dated May 12, 1998
among the parties listed below, the parties acknowledge and agree that:
1. The Letter of Credit to be issued pursuant to the Purchase Agreement was
to permit blocking notices, consistent with Buyer's offset rights against the
Holdback Note.
2. The issuer of the Letter of Credit (Xxxxx Fargo Bank, National
Association) does not permit blocking notices in respect of credit that it
issues.
3. The lack of blocking notices permitted under the Letter of Intent does
not in any respect amend or modify Buyer's offset rights.
4. Sellers agree not to draw upon the Letter of Credit to the extent that
there are pending or resolved claims pursuant to the Holdback Note that are
appropriately subject to offset or potential offset under the Stock Purchase
Agreement and Holdback Note.
2
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be duly executed on their respective behalf, where appropriate by
their respective officers or fiduciaries thereunto duly authorized, as of June
4, 1998.
Xxxxxx Steel Company
By:___________________________________
Name:_________________________________
Its:__________________________________
("Buyer")
Addison Structural Services, Inc.
By:___________________________________
Name:_________________________________
Its:__________________________________
(the "Company")
_______________________________________
X. X. Xxxxxxx
Addison Structural Services, Inc. Leveraged
Employee Stock Ownership Plan
By:___________________________________
Its:__________________________________
("Sellers")
