1 EXHIBIT 10.2 FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT WHEREAS, ITEQ, Inc. and the Shareholders of Exell, Inc. entered into that certain Stock Purchase Agreement dated April 24, 1997 (the "Agreement"); WHEREAS, the parties desire to amend the...
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EXHIBIT 10.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
WHEREAS, ITEQ, Inc. and the Shareholders of Exell, Inc. entered into
that certain Stock Purchase Agreement dated April 24, 1997 (the "Agreement");
WHEREAS, the parties desire to amend the Agreement as hereinafter
provided.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The date "June 30, 1997" in Sections 1.6 and 6.1(a) of the
Agreement is hereby deleted and replaced with July 31, 1997.
2. ITEQ, Inc. shall have until July 15, 1997, under Article 2 in
which to approve or reject the Disclosure Schedules.
3. Except as otherwise amended, the Agreement remains in full
force and effect.
EXECUTED BY THE PARTIES as of June 30, 1997.
ITEQ, INC.
By: /s/ Xxxxxxxx X. XxXxxx
---------------------------------------------
Name: Xxxxxxxx X. XxXxxx
-------------------------------------------
Title: EVP and CFO
------------------------------------------
SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxx X. Xxxxx
------------------------------------------------
Xxx X. Xxxxx
/s/ Xxxxx Xxx Xxxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxxx, XX, by Xxxxx Xxx Xxxxxxxxx,
Individually and as Surviving Marital Partner
/s/ Xxxxxxx Xxxxxx Xxxxxx
------------------------------------------------
Xxxxxxx Xxxxxx Xxxxxx
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/s/ Xxxxxx Xxxxxx Babel
-----------------------------------------------
Xxxxxx Xxxxxx Babel
/s/ Xxxxxx Xxxxxxxxx, III
-----------------------------------------------
Xxxxxx Xxxxxxxxx, III
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SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
WHEREAS, ITEQ, Inc. ("ITEQ") and the Shareholders of Exell, Inc.
entered into that certain Stock Purchase Agreement dated April 24, 1997, as
amended by a First Amendment to Stock Purchase Agreement dated effective June
30, 1997 (collectively, "Agreement");
WHEREAS, the parties desire to amend the Agreement as hereinafter
provided.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The amount "$8,864,958" in the second sentence of Section 1.2
of the Agreement is deleted and replaced with "$7,864,958."
2. Section 1.4 of the Agreement is deleted. All other provisions
of the Agreement which refer to Section 1.4 or require the parties to enter
into the Escrow Agreement are deleted.
3. The parties agree that it is a condition to each party's
obligation to close the Agreement that ITEQ and the Partnership (or its
successor) shall have entered into a mutually acceptable lease agreement with
respect to the real property and improvements which are subject to the Real
Estate Contract. Each party agrees that the closing of the Real Estate
Contract shall not be a condition to closing for any party to the Agreement.
Among other things, the lease agreement shall provide that (i) the base rental
during the first three years of the term of the lease agreement will be
$150,000.00 per year, (ii) during the fourth and any succeeding year of the
lease term, the base rental will be $240,000.00 per year, and (iii) upon
completion of the remediation described in paragraph 4 below, ITEQ will
purchase the real property and improvements from the Partnership (or its
successor) for the sum of $1,500,000.00, in cash, on the terms and conditions
set forth in the Real Estate Contract. If for any reason prior to the closing
of the Real Estate Contract, the Real Estate Contract and the lease agreement
have been terminated, then ITEQ or its affiliates shall convey to the record
owner of the real property subject to the Real Estate Contract and such lease
all cranes located thereon which constitute "fixtures."
4. The parties agree that the closing of the Agreement is
conditioned upon the parties and/or the Partnership entering into a mutually
acceptable agreement with respect to the remediation by ITEQ, Inc. of the
property subject to the Real Estate Contract. The remediation obligation will
be set forth in the Lease Agreement to be entered into at the Closing of the
Agreement.
5. The last sentence of Section 4.5 and Section 6.1(d) are
deleted.
6. The parties agree that for all accounting and financial
reporting purposes the Closing shall be effective as of the close of business
on July 31, 1997.
7. The date "July 31, 1997" in Sections 1.6 and 6.1(a) of the
Agreement is hereby deleted and replaced with August 15, 1997.
8. ITEQ, Inc. shall have until the Closing Date in which to
approve or reject the Disclosure Schedules.
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9. Sellers' representation set forth in Section 2.13 is subject
to those matters disclosed by the Dames & Xxxxx Reports (as defined in the Real
Estate Contract) for which Sellers deny responsibility.
10. Capitalized terms not defined herein shall have the meanings
set forth in the Agreement. Except as otherwise amended, the Agreement remains
in full force and effect.
EXECUTED BY THE PARTIES as of August 13, 1997.
ITEQ, INC.
By: /s/ Xxxxxxxx X. XxXxxx
---------------------------------------------
Name: Xxxxxxxx X. XxXxxx
-------------------------------------------
Title: EVP & CFO
------------------------------------------
SHAREHOLDERS:
/s/ Xxxxxxx X. Xxxxxx
------------------------------------------------
Xxxxxxx X. Xxxxxx
/s/ Xxx X. Xxxxx
------------------------------------------------
Xxx X. Xxxxx
/s/ Xxxxx Xxx Xxxxxxxxx
------------------------------------------------
Xxxxxx X. Xxxxxxxxx, XX, by Xxxxx Xxx Xxxxxxxxx,
Individually and as Surviving Marital Partner
/s/ Xxxxxxx Xxxxxx Xxxxxx
------------------------------------------------
Xxxxxxx Xxxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx Babel
------------------------------------------------
Xxxxxx Xxxxxx Babel
/s/ Xxxxxx Xxxxxxxxx, III
------------------------------------------------
Xxxxxx Xxxxxxxxx, III
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