Exhibit 2.4
THIRD AMENDMENT TO XXXXX CONSTRUCTION STOCK PURCHASE AGREEMENT
THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT dated November , 1997
(the "Third Amendment"), by and among Xxxxxx X. Xxxxx (the "Seller"), Compost
America Holding Company, Inc. (the "Purchaser") and X. X. Xxxxx Construction
Co., Inc. (the "Corporation") amending and supplementing that certain Stock
Purchase Agreement dated as of September 17, 1997, as amended by that certain
First Amendment to Stock Purchase Agreement dated as of September 30, 1997
and that certain Second Amendment to Stock Purchase Agreement dated as of
October 31, 1997 (collectively, the "Agreement") by and among the Seller, the
Purchaser and the Corporation. Terms defined in the Agreement are used herein
as therein defined unless otherwise defined herein.
WITNESSETH:
WHEREAS, the Seller, the Purchaser and the Corporation previously entered
into the Agreement and now wish to amend certain provisions of the Agreement
in order to facilitate in an orderly fashion the consummation of the purchase
of the Seller's common stock of the Corporation identified in the Agreement
(the "Stock").
NOW, THEREFORE, in consideration of the mutual covenants, agreements and
representations and warranties contained in this Second Amendment and
intending to be legally bound hereby, the parties hereto agree as follows:
1. Schedule 1.03(a) of the Agreement shall be, and hereby is, deleted in
its entirety and shall be of no further force or effect and is replaced by
Schedule A attached hereto and made a part hereof. Any reference to Schedule
1.03(a) in the Agreement or in any related documents from and after the date
hereof shall mean the attached Schedule A.
2. Schedule 2.02 of the Agreement shall be, and hereby is, amended to
add the following:
"Waiver and release of guaranty of Xxxxx Puerto Rico, Inc. by Charter
Financial, Inc."
3. Schedule 3.01(b) of the Agreement shall be, and hereby is, amended to
add the following:
"Maryland- not in good standing for failure to file 1997 personal
property return.
Tennessee-revoked on December 12, 1985 for failure to pay taxes.
Texas-not in good standing for failure to file annual franchise report
due on May 15, 1997."
4. Schedule 3.05 of the Agreement shall be, and hereby is, amended to add
the following:
"Waiver and Consent of Charter Financial, Inc."
5. Schedule 3.07(a) of the Agreement shall be, and hereby is, amended to
add the following:
"Multiemployer plans required to be maintained pursuant to the following
collective bargaining agreements:
Xxxxx 000, XX xx X, AFL-CIO (N.J.)
International Union of Operating Engineers AFL-CIO Local 825 (N.J.)
International Union of Operating Engineers A.F. of L.-C.I.O. Local 542 (PA)
Potential withdrawal liability of approximately $7,000 under the
multiemployer plan of the Operating Engineers Local No. 825 Pension Fund.
6. To the extent that Section 4.03 of the Agreement is inconsistent with
the capitalization provisions contained in paragraph 3.03 of Schedule A to
this Third Amendment, paragraph 3.03 of Schedule A shall control.
7. Schedule 4.03 of the Agreement shall be and hereby is, further amended
to add the following:
"That certain Stockholders Agreement dated November 3, 1997 by and among
Compost America Holding Company, Inc., Wasteco Ventures Limited, Xxxxxx X.
Xxxxx, Xxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X.
Xxxxxxxx, Xx., VRH Construction Company, Select Acquisitions and Xxxxxx
Xxxxxx".
8. Section 4.04 of the Agreement shall be and hereby is, amended in its
entirety to read as follows:
"4.04 No Brokers. Except with respect to fees payable by the Purchaser to
Xxxxx Xxxxxx Peppet Inc. and Andersen, Weinroth, & Co., L.P., neither the
Purchaser nor any of its officers, directors, employees or shareholders has
employed any investment banker, broker or finder or incurred any liability
for any investment banking fees, brokerage fees, commissions or finder's fees
in connection with the transactions contemplated by this Agreement."
9. Except as amended and supplemented by this Third Amendment, the
Agreement is ratified and confirmed in all respects.
IN WITNESS WHEREOF, the parties have duly executed this
Third Amendment as of the date and year first above written.
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Xxxxxx X. Xxxxx
X. X. Xxxxx Construction Co., Inc.
By:
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Compost America Holding Company, Inc.
By:
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