EXHIBIT 2.2(c)
AMENDMENT NO. 2 TO
SEPARATION AGREEMENT
THIS AMENDMENT NO. 2 TO SEPARATION AGREEMENT (this "Amendment"), is
made effective as of the 28th day of October, 2003, for the purpose of amending,
modifying, and terminating that certain Separation Agreement, effective as of
November 30, 2002, as amended by that certain Amendment No. 1 to Separation
Agreement, effective as of December 23, 2002 (the "Separation Agreement"), by
and among Central Freight Lines, Inc., a Texas corporation ("Central Freight"),
Central Refrigerated Service, Inc., a Nebraska corporation ("Central
Refrigerated"), the Xxxxx and Xxxxxx Xxxxx Family Trust, Interstate Equipment
Leasing, Inc., an Arizona corporation, and Xxxxx Xxxxx individually.
WHEREAS, pursuant to the terms of the Separation Agreement, Central
Freight is required to pay to Central Refrigerated the sum of eight million
three hundred forty thousand five hundred fifty dollars ($8,340,550) (the
"Separation Payment") following the satisfaction of the following conditions
precedent: (1) Central Freight shall have terminated its status as a Subchapter
S corporation pursuant to the Internal Revenue Code; and (2) Central Freight
shall have consummated its initial public offering of equity securities (the
"Conditions Precedent");
WHEREAS, payment of the Separation Payment is the sole remaining
unperformed obligation between the parties under the Separation Agreement; and
WHEREAS, the parties hereto desire to waive the Conditions Precedent,
provide for the payment of the Separation Payment on the date hereof, and
thereby terminate the Separation Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
agreements set forth herein, and other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Waiver of Conditions. Central Freight hereby agrees to waive the
Conditions Precedent and to pay to Central Refrigerated the Separation Payment
on the date hereof by wire transfer of immediately available funds.
2. Release. Subject to its receipt of the Separation Payment, Central
Refrigerated hereby agrees to release, acquit, and forever discharge Central
Freight, its parents and subsidiaries, and their respective officers, directors,
agents, servants, employees, shareholders, successors, assigns, and affiliates,
of and from any and all claims, liabilities, demands, causes of action, and
obligations of every kind and nature, in law, equity, or otherwise, arising
under the Separation Agreement.
3. Other Agreements. Nothing contained in this Amendment shall affect
any duties or obligations that the parties may have under any contract or
arrangement other than the Separation Agreement. Without limiting the generality
of the foregoing, this Amendment shall
not affect any duties or obligations under that certain Indemnification
Agreement effective as of December 31, 2002, by and between Central Freight and
Central Refrigerated.
4. Miscellaneous. This Amendment may not be amended except by an
instrument signed by each of the parties hereto. This Amendment constitutes the
entire agreement and supersedes all other prior agreements and undertakings,
both written and oral, among the parties with respect to the subject matter
hereof. This Amendment may be executed via facsimile or otherwise in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this Amendment
effective as of the date first above written.
CENTRAL FREIGHT LINES, INC., THE XXXXX AND XXXXXX XXXXX
a Texas corporation FAMILY TRUST
By: /s/ Xxxxx Xxxxx
By: /s/ Xxxxxxx X. Xxxx Name: Xxxxx Xxxxx
Name: Xxxxxxx X. Xxxx Title: Trustee
Title: Senior Vice President and Chief
Financial Officer
CENTRAL REFRIGERATED SERVICE, INTERSTATE EQUIPMENT LEASING,
INC., a Nebraska corporation INC., an Arizona corporation
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
Title: Vice President of Finance and Name: Xxxxx Xxxxx
Chief Financial Officer Title: President
XXXXX XXXXX
/s/ Xxxxx Xxxxx
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