EXHIBIT 10.53
FIRST AMENDMENT TO PURCHASE AND SALE OF ASSETS AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE OF ASSETS AGREEMENT
(this "Amendment") is executed and delivered as of January 1, 1998, among U S
LIQUIDS NORTHEAST, INC., a Delaware corporation ("Buyer"); U S LIQUIDS INC., a
Delaware corporation ("Parent"); SUBURBAN WASTEWATER SERVICES INC., a
Massachusetts corporation ("Seller"); and XXXXX X. XXXXX ("Xxxxx"), XXXXX X.
XXXXX, XXXXX X. XXXXXXX AND XXXX X. XXXXXX ("Xxxxxx") its sole stockholders
("Stockholders").
WHEREAS, Buyer, Seller and Stockholders entered into that certain
Purchase and Sale of Assets Agreement dated as of January 1, 1998 (the "Purchase
Agreement"); and
WHEREAS, Buyer, Seller and Stockholders are desirous of amending
the Purchase Agreement;
NOW, THEREFORE, in consideration of Ten Dollars ($10), the mutual
promises and covenants herein contained and other good and valuable
consideration, received to the full satisfaction of each of them, the parties
hereby agree as follows:
1. The following shall be inserted as Section 2.5 of the Purchase
Agreement:
SECTION 2.5 ADDITIONAL PURCHASE PRICE. In addition to the
consideration payable pursuant to Section 2.1 and Section 2.4 above,
Parent will pay on the Closing Date additional consideration equal to
20,000 shares of Parent Stock to Xxxxx and 20,000 shares of Parent Stock
to Xxxxxx.
2. Section 2.2 of the Purchase Agreement shall be deleted in its
entirety and the following inserted in lieu thereof:
SECTION 2.2 AGREED VALUE OF PARENT STOCK. For purposes of Section
2.1, the "Agreed Value" per share of Parent Stock shall be the average
of the closing prices of a share of the only class of common stock of
Parent, $.01 par value per share, on the American Stock Exchange as
reported in THE WALL STREET JOURNAL for the following trading days:
December 24, 1997; December 26, 1997; December 29, 1997; December 30,
1997; and December 31, 1997, adjusted for any stock splits, stock
dividends and other capital changes between the first date of the
valuation period and the date of issuance. For purposes of Section 2.4,
the "Agreed Value" per share of Parent Stock shall be the average of the
closing prices of a share of the only class of common stock of Parent,
$.01 par value per share, on the American Stock Exchange as reported in
THE WALL STREET JOURNAL for the five trading days immediately prior to
the date of issuance, adjusted for any stock splits, stock dividends and
other capital expenditures between the first date of the valuation
period and the date of issuance.
3. This Amendment shall be deemed to form a part of and shall be
construed in connection with and as part of the Purchase Agreement. Except as
hereinbefore expressly amended, all of the other terms, covenants and conditions
contained in the Purchase Agreement
shall continue to remain unchanged and in full force and effect and are hereby
ratified and confirmed. Capitalized terms used herein but not defined herein
shall have the meanings ascribed to them in the Purchase Agreement.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the day and year first above written.
BUYER:
U S LIQUIDS NORTHEAST, INC.
By: __________________________
Its: __________________________
PARENT:
U S LIQUIDS INC.
By: __________________________
Its: __________________________
SELLER:
SUBURBAN WASTEWATER SERVICES, INC.
(EIN: 00-0000000)
By: ___________________________
Its: ___________________________
STOCKHOLDERS:
_______________________________
Xxxxx X. Xxxxx
(SSN: ###-##-####)
_______________________________
Xxxxx X. Xxxxx
(SSN: ###-##-####)
_______________________________
Xxxxx X. Xxxxxxx
(SSN: ###-##-####)
_______________________________
Xxxx X. Xxxxxx
(SSN: ###-##-####)
