EXHIBIT 10.7
FIRST AMENDMENT TO FINANCIAL MONITORING AGREEMENT
DATED 15 SEPTEMBER 1995
BETWEEN H.F. BOECKMMANN, II AND ALPNET, INC.
FIRST AMENDMENT TO
FINANCIAL MONITORING AGREEMENT
This First Amendment to Financial Monitoring Agreement (the "AMENDMENT") is
made effective as of 15 September 1995 by and between X. X. Xxxxxxxxx XX
("XXXXXXXXX") and ALPNET, Inc., a Utah corporation ("ALPNET" or the "COMPANY").
R E C I T A L S :
WHEREAS, effective 31 March 1994, Xxxxxxxxx and ALPNET entered into a
"Financial Monitoring Agreement" (the "ORIGINAL AGREEMENT"); and
WHEREAS, pursuant to the terms of Paragraph 5.3 of the Original Agreement,
the Original Agreement may not be amended or modified except by a written
instrument signed by all parties affected thereby; and
WHEREAS, each of the parties desire to amend the Original Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and other
consideration herein set forth, the parties amend the Original Agreement as
follows:
A M E N D M E N T:
A. AMENDMENT TO PARAGRAPH 1. The parties hereby expressly revoke and
delete in its entirety Paragraph 1 of the Original Agreement, entitled "APPROVAL
RIGHTS" and hereby insert the following in lieu thereof:
1. APPROVAL RIGHTS. During the term of this Agreement, ALPNET
shall not, without the prior written consent of Xxxxxxxxx (which consent
shall not be unreasonably withheld), issue securities, borrow money or
purchase or dispose of assets if the aggregated amount of any such
transaction exceeds five percent (5%) of the then current assets of the
Company and its subsidiaries determined on a consolidated basis; provided,
however, that for equity transactions only, the five percent (5%) test
shall be applied on a prospective basis taking into account all equity
transactions which have not been approved by the Board of Directors of
ALPNET in meetings held on or before 15 September 1995. ALPNET agrees to
defend, indemnify and hold Xxxxxxxxx harmless from and against any and all
liabilities, claims, demands, damages, losses (including, without
limitation, reasonable attorneys' fees), actions and causes of action, or
suits at law or in equity of whatsoever kind or nature, arising from
actions taken, or actions that allegedly should have been taken, by
Xxxxxxxxx pursuant to or under this Agreement.
B. AMENDMENT TO PARAGRAPH 4.3. The parties hereby expressly revoke and
delete in its entirety Paragraph 4.3 of the Original Agreement and hereby insert
the following in lieu thereof:
4.3. Xxxxxxxxx'x actual holdings of ALPNET Common Stock and
Common Stock equivalents constitutes less than fifteen percent (15%) of
the issued and outstanding shares of ALPNET Common Stock and Common Stock
equivalents.
C. NO OTHER MODIFICATIONS. Except as expressly and specifically modified
herein, all of the other terms and conditions of the Original Agreement shall
remain absolutely unchanged and in full force and effect; provided, however,
that no provision of the Original Agreement shall be interpreted in such a
manner as to be inconsistent with this Amendment.
IN WITNESS WHEREOF, the parties have signed this Amendment effective as of
the day and year first set forth above.
\s\ X. X. Xxxxxxxxx, XX
X. X. XXXXXXXXX, XX
ALPNET, INC., a Utah Corporation
By: \s\ Xxxx X. Xxxxxxx
XXXX X. XXXXXXX
Executive Vice President
ATTEST:
\s\ D. Xxxxx Xxxxxx
D. XXXXX XXXXXX
Secretary
