EXHIBIT 2.2
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this "Amendment") is
entered into as of January 28, 2000, by and among Xxxxxx X. Xxxxx, a resident of
the State of Texas (the "Seller"), Chase Bank of Texas, National Association, or
its successor in trust, in its capacity as trustee for Xxxxxxx Xxxxx 1999 Trust,
Xxxxx Xxxxx 1999 Trust, Xxxxxxx Xxxxx Descendants' Trust and Xxxxx Xxxxx
Descendants' Trust (with all of these trusts being referred to individually as a
"Trust" and collectively as the "Trusts"), and U.S. Concrete, Inc., a Delaware
corporation (the "Purchaser"). (References to a "Trust" and the "Trusts"
hereinafter in this Agreement shall be deemed to refer to the trustee or
trustees of the respective Trust(s) acting in such capacity.) All capitalized
terms used herein shall have the meanings assigned to them in that certain Stock
Purchase Agreement by and between the Seller, the Trusts and Purchaser dated
January 20, 2000 (the "Agreement").
RECITALS
WHEREAS, under the terms of the Agreement, the Seller and the Trusts
have agreed to sell, and the Purchaser has agreed to purchase, the Shares,
subject to the terms and conditions of the Agreement; and
WHEREAS, the Seller, the Trusts and the Purchaser desire to amend the
Agreement in accordance with Sections 9.3 and 12.5 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 amend the Agreement as set forth below:
AGREEMENTS
1. Restructuring. Immediately before the Closing, the Seller shall cause
the Companies to consummate the Restructuring. For purposes of this
Amendment and the Agreement, "Restructuring" shall mean the
restructuring of the Companies' businesses, assets and liabilities into
certain non-corporate subsidiaries, all of which are wholly-owned,
directly or indirectly, by either of the Companies, as agreed to by the
Seller and the Purchaser.
2. No Breach of Representations, Warranties or Covenants as a Result of
the Restructuring; Satisfaction of Conditions. The parties acknowledge
and agree that neither (i) the consummation of the Restructuring, nor
(ii) any action taken or transaction entered into by either of the
Companies in connection with, or in preparation for, the Restructuring
shall (i) constitute an inaccuracy or breach of any representation,
warranty or covenant of the Seller or any Trust set forth in this
Agreement or any Transaction Document or (ii) be deemed to result in
the failure of any condition set forth in Article VIII to be satisfied.
On the contrary, for purposes of determining (i) whether any
representation or warranty
of the Seller or any Trust is true and correct, (ii) whether the Seller
and the Trusts have performed all obligations and agreements, and
complied with all covenants, contained in the Agreement and (iii)
whether the conditions set forth in Article VIII have been satisfied,
the Restructuring shall be disregarded so that the foregoing matters
set forth in clauses (i), (ii) and (iii) shall be determined with
respect to the Companies, their Subsidiaries and Affiliates taken as a
whole.
3. No Further Amendment or Modification. Except as specifically set forth
in this Amendment, the Agreement shall remain in full force and effect,
without any amendment or modification thereto.
[The remainder of this page is left blank intentionally.]
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in
two or more counterparts as of the day first written above.
U.S. CONCRETE, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
--------------------------------
Title: Chief Financial Officer
-------------------------------
/s/ Xxxxxx X. Xxxxx
--------------------------------------
Xxxxxx X. Xxxxx
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, IN ITS CAPACITY
AS TRUSTEE FOR XXXXXXX XXXXX 1999 TRUST
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxxxx
--------------------------------
Title: Vice President
-------------------------------
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, IN ITS CAPACITY
AS TRUSTEE FOR XXXXX XXXXX 1999 TRUST
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxxxx
--------------------------------
Title: Vice President
-------------------------------
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, IN ITS CAPACITY
AS TRUSTEE FOR XXXXXXX XXXXX
DESCENDANTS' TRUST
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxxxx
--------------------------------
Title: Vice President
-------------------------------
CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, IN ITS CAPACITY
3
AS TRUSTEE FOR XXXXX XXXXX DESCENDANTS'
TRUST
By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxxxxx
--------------------------------
Title: Vice President
-------------------------------
4
