EXHIBIT 2
MODIFICATION AGREEMENT
THIS MODIFICATION AGREEMENT (this "Agreement") is made as of the
___ day of July, 1999, by and between XXXXX X. XXXXXXX, a resident of
Arizona ("Acridge"), and XXXXX X. XXXXX, a resident of North Carolina
("Xxxxx").
Recitals
Reference is made to (i) the Note dated June 21, 1999, executed by
Acridge in the principal amount of One Million Five Hundred Thirty
Thousand Four Hundred Twenty Five Dollars ($1,530,425.00) and payable
to Xxxxx (the "Note"), (ii) the Stock Option Agreement dated June 21,
1999, between Acridge and Xxxxx (the "Stock Option Agreement"), and
(iii) the Pledge Agreement dated June 21, 1999, between Acridge and
Xxxxx (the "Stock Pledge Agreement"). The Note, the Stock Option
Agreement and the Stock Pledge Agreement are referred to herein
collectively as the "Loan Documents."
Acridge and Xxxxx desire to amend the Stock Option Agreement and
the Stock Pledge Agreement upon the terms and conditions hereinafter
set forth.
NOW THEREFORE, in consideration of the foregoing recitals, the
mutual covenants hereinafter contained and other good and valuable
consideration, the parties hereto agree as follows:
1. Updated Exhibit to Pledge Agreement. Exhibit A to the Stock
Pledge Agreement shall be amended by deleting such Exhibit in its
entirety and substituting therefor the "Exhibit A to the Stock Pledge
Agreement" attached hereto as Exhibit X. Xxxxxxx hereby confirms,
ratifies and reaffirms the security interest granted by Acridge to
Xxxxx in all of the Pledged Collateral (as defined in the Stock Pledge
Agreement) to secure the prompt and complete payment of the obligations
secured by the Stock Pledge Agreement.
2. Updated Exhibit to Option Agreement. Exhibit A to the Stock
Option Agreement shall be amended by deleting such Exhibit in its
entirety and substituting therefor the "Exhibit A to the Stock Option
Agreement" attached hereto as Exhibit X. Xxxxxxx hereby confirms,
ratifies and reaffirms the option to purchase the Pledged Stock (as
defined in the Stock Option Agreement) granted by Acridge to Xxxxx
pursuant to the terms of the Stock Option Agreement.
3. Effect of Amendment; No Waiver. Each of Acridge and Xxxxx
acknowledged and agree that, except as modified hereby, all of the
terms and provisions of the Loan Documents shall remain in full force
and effect. Each of the Loan Documents shall be deemed to be amended
and modified to reflect and be consistent with the amendments and
modifications effected by this Agreement. Xxxxx'x acceptance of this
Agreement shall in no way affect any other obligations of Acridge to
Xxxxx.
4. Merger. This Agreement is the sole agreement between the
parties with respect to the subject matter hereof and supersedes all
other agreements, written or oral, between the parties as to the
subject matter hereof.
5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina.
IN WITNESS WHEREOF, the parties have caused this Modification
Agreement to be duly executed, under seal, as of the day and year first
above written.
/s/ XXXXX X. XXXXXXX (SEAL)
__________________________
Xxxxx X. Xxxxxxx
/s/ XXXXX X. XXXXX (SEAL)
__________________________
Xxxxx X. Xxxxx
EXHIBIT A
EXHIBIT A
to the Stock Pledge Agreement
Certificate Number of
Number Issued to Shares
GC 0000 Xxxxx X. Xxxxxxx 1,000
GC 0000 Xxxxx X. Xxxxxxx 10,625
GC 0000 Xxxxx X. Xxxxxxx 30,000
GC 0000 Xxxxx X. Xxxxxxx 30,000
GC 0000 Xxxxx X. Xxxxxxx 30,000
GC 0000 Xxxxx X. Xxxxxxx 35,000
GC 0000 Xxxxx X. Xxxxxxx 0000
EXHIBIT B
EXHIBIT A
to the Stock Option Agreement
Certificate Number of
Number Issued to Shares
GC 0000 Xxxxx X. Xxxxxxx 1,000
GC 0000 Xxxxx X. Xxxxxxx 10,625
GC 0000 Xxxxx X. Xxxxxxx 30,000
GC 0000 Xxxxx X. Xxxxxxx 30,000
GC 0000 Xxxxx X. Xxxxxxx 30,000
GC 0000 Xxxxx X. Xxxxxxx 35,000
GC 0000 Xxxxx X. Xxxxxxx 0000
