EXHIBIT 2.2
December 4, 1996
TransAmerican Waste Industries, Inc.
000 Xxxxx Xxxx Xxx Xxxx
Xxxxxxx, Xxxxx 00000
Attn: Xx. Xxx X. Xxxxx
RE: PURCHASE AND SALE AGREEMENT EXECUTED DECEMBER 3, 1996 (THE
"AGREEMENT") BY AND AMONG TRANSAMERICAN WASTE INDUSTRIES, INC., A
DELAWARE CORPORATION ("BUYER"), AND SANIFILL, INC., A DELAWARE
CORPORATION ("SANIFILL"), SANIFILL OF TEXAS HAULING, INC., A TEXAS
CORPORATION ("HAULING"), SUNRAY SERVICES, INC., A DELAWARE
CORPORATION ("SUNRAY"), S&J LANDFILL LIMITED PARTNERSHIP, A LIMITED
PARTNERSHIP FORMED UNDER TEXAS LAW ("S&J LANDFILL") AND BRAZORIA
COUNTY RECYCLING CENTER, INC., A TEXAS CORPORATION ("BRAZORIA
RECYCLING"), (SANIFILL, HAULING, SUNRAY, S&J LANDFILL AND BRAZORIA
RECYCLING ARE COLLECTIVELY REFERRED TO HEREIN AS "SELLERS")
Dear Xx. Xxxxx:
As we have discussed, SECTION 1.2(A)(II) of the Agreement provides that
Buyer will pay to Grantors (as defined in the Agreement), as applicable, for the
disposal or delivery of municipal solid waste an initial fee of $23.08 per ton
of waste delivered to the Xxx Houston Transfer Station (Permit No. 1471) or the
WRS Transfer Station (Permit No. 1483), subject to adjustment as provided in the
Agreement.
We have further discussed the following proposed amendment of the
Agreement:
Sellers and Buyer agree that for all purposes from and after the
date hereof:
1. Clause (ii) of SECTION 1.2(A) of the Agreement shall be deleted
and the following clauses (ii) through (iv) shall be inserted in lieu
thereof:
"(ii) an initial fee of $21.75 per ton of waste delivered to
the Xxx Houston Transfer Station (Permit No. 1471) or the WRS
Transfer Station (Permit No. 1483) (collectively, the "TRANSFER
STATIONS") during the period from January 1, 1997 through December
31, 1997;
(iii) a fee of $22.25 per ton of waste delivered to the
Transfer Stations during the period from January 1, 1998 through
December 31, 1998;
(iv) a fee of $23.00 per ton of waste delivered to the
Transfer Stations during the period from January 1, 1999 through
December 31, 1999;"
2. The following provision shall be added to the end of clause (iii)
of SECTION 1.2(B) of the Agreement:
"; PROVIDED, HOWEVER, that no such consumer price index
increase shall be made in respect of disposal rates for waste
delivered to the Transfer Stations on or before December 31,
1999."
3. In addition, we noticed that an element in the definition of
Target Date in the second paragraph of SECTION 2.6 of the Agreement
incorrectly references September 30, 1996. Such date set forth at the
beginning of clause (y) of the second paragraph of SECTION 2.6 is hereby
amended to read "September 30, 1997".
Capitalized terms used in this letter agreement that are not otherwise
defined herein shall have the meaning set forth in respect thereof in the
Agreement. Except as specifically amended hereby, the Agreement shall remain in
full force and effect without modification.
If the foregoing correctly sets forth the terms of our agreement, please
execute this letter agreement in the space provided below.
SELLERS:
SANIFILL, INC.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Authorized Representative and Attorney-in-Fact
SANIFILL OF TEXAS HAULING, INC.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Authorized Representative and Attorney-in-Fact
SUNRAY SERVICES, INC.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Authorized Representative and Attorney-in-Fact
S & J LANDFILL LIMITED PARTNERSHIP
by Sanifill of Texas, Inc., its general partner
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Authorized Representative and Attorney-in-Fact
BRAZORIA COUNTY RECYCLING CENTER, INC.
By: /s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Authorized Representative and Attorney-in-Fact
2
Amendments set forth in above
letter accepted and agreed to as
of the date first set forth above:
BUYER:
TRANSAMERICAN WASTE
INDUSTRIES, INC.
By: /s/ XXX X. XXXXX
Xxx X. Xxxxx
President and Chairman