1
EXHIBIT 2.2
FIRST AMENDMENT
TO MERGER AGREEMENT
FIRST AMENDMENT TO MERGER AGREEMENT, dated as of October 16, 1995 to
the Merger Agreement, dated as of August 24, 1995 (the "Agreement") among
Republic Waste Industries, Inc., a Delaware corporation ("Republic"), RS
Mergersub, Inc., a Florida corporation and wholly-owned subsidiary of Republic
("Republic Merger Sub", and together with Republic, the "Republic Companies"),
Southland Environmental Services, Inc., a Florida corporation (the "Company"),
Xxxxx X. Xxxxxxxx ("Xxxxxxxx"), Xxxxx X. Xxxxxxxx, as trustee of the Xxxxx X.
Xxxxxxxx Revocable Living Trust (the "Trust"), and CFP, Ltd., a Florida limited
partnership ("CFP").
WHEREAS, the Republic Companies, the Company, Xxxxxxxx, the Trust and
CFP have requested that the Agreement be amended and such parties have agreed
to such amendment;
NOW THEREFORE, the parties hereto agree as follows:
1. AMENDMENT TO SUBSEQUENT 9.2 (SECURITY FOR THE COMPANY
SHAREHOLDERS' INDEMNIFICATION OBLIGATION). The number of shares of Republic
Common Stock to be delivered by Xxxxxxxx to Republic, and which shall be set
aside and held by Republic as security for the agreement by Xxxxxxxx to
indemnify and hold the Republic Companies harmless as described in the
Agreement, is hereby amended by substituting the following in the fourth line
of Subsection 9.2 of the Agreement:
"125,540"
2. Definitions. Unless otherwise defined herein, terms
defined in the Agreement shall have their defined meanings when used herein.
3. Limited Effect. Except as amended herein, the
Agreement shall continue to be, and shall remain, in full force and effect in
accordance with its terms.
2
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Merger Agreement to be executed as of the date first written
above.
REPUBLIC WASTE INDUSTRIES, INC.
By: /s/ H. Xxxxx Xxxxxxxx
-----------------------------------
H. Xxxxx Xxxxxxxx,
Chief Executive Officer
RS MERGERSUB, INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Xxxxxx X. Xxxxxx,
President
SOUTHLAND ENVIRONMENTAL SERVICES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx,
President
CFP, LTD.
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx,
General Partner
XXXXX X. XXXXXXXX REVOCABLE LIVING TRUST
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxxx,
Trustee
2
