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EXHIBIT 2.4
December 23, 1999
Xxxxxx X. Xxxxxxx
Xxxxxxx, Inc.
X.X. Xxx 000
0000 00xx Xxxxxx Xxxxx
Xxxx, XX 00000
Subject: Stock Purchase Agreement (the "Agreement"), dated as of
October 1999, by and among Synagro Technologies, Inc. (the
"Purchaser") and Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx
(collectively, the "Shareholders")
Dear Xxxxxx:
This letter (the "Letter Agreement") is intended to confirm and give
effect to the following agreements between the Purchaser and the Shareholders:
1. The dates set forth in Sections 9.1(a)(ii) and
9.1(b)(ii) of the Agreement are hereby extended to February 4, 2000.
2. The Purchaser and the Shareholders hereby agree that
if the transactions contemplated by the Agreement fail to close by the
end of the day on February 4, 2000, Purchaser shall reimburse the
Shareholders (upon acceptable verification) for the costs and expenses
incurred in connection with the negotiation and execution of the
Agreement and as liquidated damages for any breach or alleged breach by
Purchaser of the Agreement, unless any Shareholder has breached the
Agreement or any condition to Closing set forth in Sections 8.1 or 8.3
of the Agreement (other than Section 8.3(i)) has not been satisfied.
3. If the Purchaser and the Shareholders mutually agree
to further extend the Agreement beyond February 4, 2000, such
reimbursement shall be payable at the expiration of such later date if
the transactions contemplated by the Agreement fail to close by such
date, unless any Shareholder has breached the Agreement or any
condition to
EXHIBIT 2.4
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Closing set forth in Sections 8.1 or 8.3 of the Agreement (other than
Section 8.3(i)) has not been satisfied.
4. To the extent any provision in this Letter Agreement
is inconsistent with the Agreement, this Letter Agreement shall control
and shall constitute an amendment to the Agreement. As amended by this
Letter Agreement, the Agreement shall continue in full force and
effect. Capitalized terms used, but not defined, herein shall have the
meanings ascribed to them in the Agreement.
Please indicate your agreement with the foregoing by executing this
letter in the space provided below and returning it to me.
Synagro Technologies, Inc.
/s/ Xxxx X. Rome
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By: Xxxx X. Rome, Executive Vice President
ACCEPTED AND AGREED TO:
THE SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
EXHIBIT 2.4
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