EXHIBIT 2.2
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 dated as of October 30, 1998 (this "Amendment") to the
Stock Purchase Agreement (as defined below) between Xxxxx Xxxxxxx Corporation, a
New York corporation ("Seller"), and TransMontaigne Inc., a Delaware corporation
("Buyer").
W I T N E S S E T H:
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WHEREAS, Buyer and Seller have entered into a Stock Purchase Agreement
dated as of September 13, 1998 (the "Agreement"); and
WHEREAS, the Buyer and Seller desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound by this Amendment, the Buyer and Seller hereby agree as follows:
1. Definitions. All capitalized terms not defined herein shall have
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the respective meanings assigned to such terms in the Agreement.
2. Amendments. Effective as of the date hereof, the Agreement is
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hereby amended as follows:
(a) Section 1(c) on page 2 of the Agreement is hereby amended by
inserting ")" immediately after the phrase "(as defined in Section 3(a)" in the
fourth line of such Section.
(b) Section 3(a)(vii) on page 9 of the Agreement is hereby
amended by deleting the words "September 30, 1999" in clause (A)(I) of such
Section and by inserting in lieu thereof the words "December 31, 1999".
(c) Section 5(h) on page 37 of the Agreement is hereby deleted
in its entirety.
(d) Section 7(b) on page 44 of the Agreement is hereby amended by
(i) deleting the words "effective on the Closing Date" in the first sentence of
such Section and by inserting in lieu thereof the words "effective as of the day
after the Closing Date" and (ii) deleting the words "For so long as Seller
maintains" in the second sentence of such Section and by inserting in lieu
thereof the words "For so long as Seller, together with its affiliates,
maintains".
(e) Section 11(b)(i) on page 58 of the Agreement is hereby
amended by inserting after the words "provided, however," the words "that the
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term "Environmental Loss" shall not include, and Seller shall retain as Retained
Liabilities any and all liabilities relating to, any loss, liability, claim,
damage, charge, cost or expense arising out of any contamination by, or Release
of, any Hazardous Substance on or relating to (or any transportation of any
Hazardous Substance from) any real property formerly owned or operated by the
Company and not owned or operated by the Company at the Closing; and provided,
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further,".
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(f) Section 11(h) on page 65 of the Agreement is hereby amended
by deleting the words "in accordance with the procedures set forth in Section
11(b)" at the end of such Section and by inserting in lieu thereof the words "in
accordance with the procedures set forth in subparagraphs (v) and (vi) of
Section 8(a) (applied mutatis mutandis and with the term "Environmental Loss"
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substituted for the term "Cost of Remediation")".
3. Governing Law. This Amendment shall be governed by and construed
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in accordance with the internal laws of the State of New York applicable to
agreements made and to be performed entirely within such State, without regard
to the conflicts of law principles of such State.
4. Continuation. The parties hereto agree and acknowledge that the
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Agreement, as amended by this Amendment, continues in full force and effect
according to its terms.
5. Counterparts. This Amendment may be executed in any number of
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counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have each caused this Amendment
to be duly executed and delivered as of the day and year first above written.
XXXXX XXXXXXX CORPORATION
By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: President
TRANSMONTAIGNE INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: President
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