EXHIBIT 2.2
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement is entered into this 21st day of May 1999, by
and between XXXXXX X. XXXXXX and XXXXXXX X. XxXXX, as Sellers, and FLORIDA ROCK
INDUSTRIES, INC., a Florida corporation, as Buyer.
1. Sellers, Buyer and Xxxxxx Bros., Inc., as Transferred Company, have
simultaneously entered into a Stock Purchase Agreement ("Stock Purchase
Agreement") of even date herewith. Terms used but not defined herein shall have
the meaning set forth in the Stock Purchase Agreement.
2. In accordance with Section 10.1(a) of the Stock Purchase Agreement,
Transferred Company and each of the Sellers will join with Buyer in making an
election under ss. 338(h)(10) of the Code (and any corresponding election under
state, local and foreign tax law) with respect to the purchase and sale of the
stock of Transferred Company.
3. To the extent that the Sellers incur in the aggregate in excess of $2
million of taxes as the result of the sale of the Shares over the amount they
would have incurred had the 338(h)(10) Election not been made (the "Excess
Tax"), then Sellers shall report the Excess Tax to Buyer.
4. In the event a Seller incurs and reports Excess Tax to Buyer, the amount
thereof shall be contingent additional purchase price for the Shares and shall
be paid by Buyer to Seller within 30 days of notification by Seller to Buyer.
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement,
or has caused this Agreement to be duly executed on its respective behalf, as of
the day and year first above written.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. XxXxx
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Xxxxxxx X. XxXxx
("Sellers")
FLORIDA ROCK INDUSTRIES, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: President & CEO
("Buyer")
May 21, 0000
Xxxxxxx Xxxx Industries, Inc.
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
ATTN: Xxxx X. Xxxxx, XX
President and Chief Executive Officer
Re: Stock Purchase Agreement of Xxxxxx Bros., Inc.
Dear Sirs:
Reference is made to Article IX of the Xxxxxx Bros., Inc. Stock Purchase
Agreement to which we are parties as well as to the consent and order to be
filed in the United States District Court, middle District, Florida, by the
United States of America through the Department of Justice concerning the
transactions contemplated by the Stock Purchase Agreement (the "Consent").
We hereby agree that to the extent Xxxxxx Bros, Inc. realizes less than
$4,000,000 upon the sale of the Xxxxxx Bros., Inc. Palmdale Sand Mine and
royalty agreements to a bona fide third party purchaser in accordance with the
Consent, upon your providing to us notice thereof, the shortfall from $4,000,000
shall be considered Damages under such Article IX, subject, however, to all the
terms thereof.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxx X. XxXxx
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Xxxxxxx X. XxXxx
