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EXHIBIT 2.5
SECOND AMENDMENT
TO PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT ("Amendment") is entered into as of January 26,
2000, by and between SYNAGRO TECHNOLOGIES, INC., a Delaware corporation
("Purchaser"), XXXX X. XXXXXXX, individually ("Xx. Xxxxxxx"), XXXXXX XXXXXXX, as
Trustee of the Xxxx X. Xxxxxxx 1998 Grat (the "Grat"), XXXXXXX X. XXXXXXXX,
individually ("Xxx. Xxxxxxxx"), XXXXXXX X. XXXXXXXX, as Executrix of the Estate
of Xxxxxxx X. Xxxxxxxx (the "Estate"), and XXXXXXX X. XXXXXXXX and XXXXXX
XXXXXX, as Co-Trustees of the Xxxxxxx X. Xxxxxxxx Revocable Trust under
agreement dated November 2, 1998 (the "Trust") (collectively, the "Parties").
RECITALS
WHEREAS, the Parties entered into that certain Purchase and Sale
Agreement dated October 20, 1999, as amended by a letter agreement dated January
7, 2000 (as amended, the "Agreement");
WHEREAS, the Parties now desire to amend the Agreement to provide,
among other things, that the cash portion of the Purchase Price is reduced by an
amount equal to certain bonuses which Purchaser has agreed to pay to certain
employees of the Companies, as more fully set forth herein; and
WHEREAS, capitalized terms used herein shall have the meanings ascribed
to them herein or in the Agreement, and references to Sections herein shall mean
the corresponding Sections of the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and other good and valuable and consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. Adoption of Letter Agreement. The parties hereto hereby consent to,
confirm, approve and adopt the letter agreement dated January 7, 2000,
among Parent, Xx. Xxxxxxx, the Grat, the Trust, the Estate, and Xxx.
Xxxxxxxx.
2. NETCO-Waterbury Systems, Inc. The Sellers jointly and severally
represent to the Purchaser that all of the capital stock of
NETCO-Waterbury Systems, Inc., a Delaware corporation ("Waterbury"), is
pledged to First Union Bank (the "Trustee") pursuant to that certain
Pledge and Security Agreement (the "Pledge and Security Agreement")
dated June 30, 1995, between the Trustee, Xx. Xxxxxxx and Xxxxxxx X.
Xxxxxxxx, in connection with a loan agreement dated June 1, 1995,
between the Connecticut Development Authority and NETCO-Waterbury
Limited Partnership, a Delaware limited partnership. Upon execution and
delivery of this Amendment and subject to any liens created by the
Pledge and Security Agreement, the Sellers hereby convey, assign,
transfer, set over and deliver all right, title and interest in and to
all of the capital stock of Waterbury to the Purchaser. In the event
either Seller receives any stock certificate(s) representing capital
stock of Waterbury, whether from the Trustee or otherwise, such Seller
shall immediately deliver such stock certificate(s) to the Purchaser.
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3. Amendments to Agreement.
a. Section 3.2(i) of the Agreement is hereby amended to read
in its entirety:
(i) cash equal to Forty-Four Million Six
Hundred Thousand Dollars ($44,600,000) minus (1) the
Companies' Indebtedness as of Closing, plus or minus
(2) the amount, if any, by which the Companies' Net
Working Capital as of Closing is greater than or less
than Four Hundred Ninety Thousand Dollars ($490,000),
minus (3) the amount, if any, of the Employee Bonuses
(as defined in Section 3.3(e)). The amount, if any,
by which the cash portion of the Purchase Price is
adjusted pursuant to this Section 3.2(i) (i.e., the
sum of (1), (2) and (3) above) is referred to herein
as the "Adjustment Amount"; and
b. Section 3.3 of the Agreement is hereby amended to add a new
subparagraph (e), as follows:
(e) As soon as practicable after
Closing, the Companies shall pay in the aggregate a
bonus of $423,394.50 to Xxxxx Xxxxxxx; a bonus of
$1,129,052.00 to Xxxx XxXxxxxxx; and a bonus of
$705,657.50 to Xxxxx Xxxxxxxxx (collectively, the
"Employee Bonuses"). The parties acknowledge that
such bonuses were awarded prior to Closing. The cash
portion of the Purchase Price shall be reduced by the
total dollar amount of the Employee Bonuses as set
forth in Section 3.2, and such Employee Bonuses shall
be excluded from the computations of Indebtedness and
Net Working Capital for purposes of this Agreement.
4. No Other Amendments to Agreement. Except as specifically set forth
in this Amendment, the Agreement shall remain in full force and effect,
without any amendment or modification thereto.
5. Counterparts and Facsimile Signatures. This Amendment may be
executed in any number of counterparts, and signature pages may be
delivered by telecopy, with the original executed signature pages to be
furnished promptly thereafter.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day first written above.
SYNAGRO TECHNOLOGIES, INC.
By: /s/ Xxxx X. Rome
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Xxxx X. Rome, Executive Vice President
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx, individually
THE XXXX X. XXXXXXX 1998 GRAT
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Trustee
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/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, individually
THE ESTATE OF XXXXXXX X. XXXXXXXX
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Executrix
THE XXXXXXX X. XXXXXXXX REVOCABLE TRUST
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Co-Trustee
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, Co-Trustee
