AMENDMENT NO. 1
to
STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement (this
"Amendment") is entered into as of October 9, 2003, by and
between Solico International, Inc., a Texas corporation
("Purchaser"), and Xxxxxx X. Xxxxxx ("Seller"). Purchaser and
Seller are sometimes collectively referred to herein as the
"Parties" and individually as a "Party."
RECITALS
WHEREAS, the Parties previously entered into that certain
Stock Purchase Agreement as of September 22, 2003 (the "Stock
Purchase Agreement"); and
WHEREAS, the Parties, in accordance with Section 10.8 of the
Stock Purchase Agreement, desire to amend the terms of the Stock
Purchase Agreement to their mutual benefit in accordance with the
terms of this Amendment;
NOW THEREFORE, the Parties, in consideration of the above
recitals, and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, do hereby agree to
the following:
1. AMENDMENT TO RECITALS. The second paragraph of the Recitals
to the Stock Purchase Agreement is deleted in its entirety and
replaced with the following language:
"Purchaser desires to acquire, and Seller desires
to sell, all right, title and interest of Seller
in and to 1,064,718 shares of common stock, par
value $.01 per share (the "Common Stock") of
"American Building Control, Inc., a Delaware
corporation (the "Company").
2. AMENDMENT OF SECTION 2.1. Subsection (a) of Section 2.1 of
the Stock Purchase Agreement is deleted in its entirety and
replaced with the following language:
"(a) First Closing. The closing (the "First
Closing") of the purchase and sale of 275,000 of
the Purchased Shares (the "First Closing Shares"),
for an aggregate purchase price of $400,000 (the
"First Purchase Price"), will take place at 11:00
a.m. Central, on or before October 31, 2003, at
the offices of Xxxxxxx & Xxxxx L.L.P., 000
Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000,
or at such other time and place as the Parties may
agree."
3. AMENDMENT OF SECTION 2.3. Section 2.3 of the Stock Purchase
Agreement is deleted in its entirety and replaced with the
following language:
"(a) "Put Option. Seller shall have the right
(the "Put Option"), but not the obligation, to
sell all of the remaining 589,718 Common Shares
owned by Seller (the "Remaining Common Shares")
after consummation of the First Closing and the
Second Closing (collectively, the "Option
Shares"), on June 30, 2004 (the "Option Date"),
for an aggregate purchase price of $1,621,724.50
for the Remaining Common Shares (the "Option
Price")
"(b) Call Option. Purchaser shall have the right
(the "Call Option"), but not the obligation, to
purchase all, but not less than all, of the Option
Shares from Seller on the Option Date for the
Option Price.
"(c) Exercise. Seller may exercise the Put
Option, and Purchaser may exercise the Call
Option, by delivery of written notice to the other
Party of Seller's election to exercise the Put
Option or Purchaser's election to exercise the
Call Option, as the case may be, on or before the
Option Date.
"(d) Closing. The closing of the purchase and
sale of the Option Shares pursuant to the exercise
of the Put Option or Call Option (the "Option
Closing") will take place at 11:00 a.m. Central no
later than five (5) business days following the
Option Date.
"(e) Termination. In the event that Seller does
not exercise the Put Option and Purchaser does not
exercise the Call Option by delivery of notice
thereof on or before the Option Date as provided
in this Section 2.3, each of the Put Option and
the Call Option shall automatically terminate."
In addition thereto, each reference in the Stock Purchase
Agreement to "Purchase Option," "Purchase Option Expiration
Date," "Purchase Option Purchase Price," and "Purchase
Option Closing" shall be amended to read, respectively "Put
Option," "Option Expiration Date," "Option Purchase Price,"
and "Option Closing."
4. AMENDMENT OF SECTION 7.3. Subsection (a) of Section 7.3 of
the Stock Purchase Agreement is deleted in its entirety with the
following language:
"(a) Purchaser and certain shareholders of the
Company affiliated with Seller (excluding Seller,
the "GKB Group") shall have entered into a
definitive, binding agreement (the "GKB Group
Purchase Agreement"), satisfactory to Purchaser
and its counsel, pursuant to which Purchaser shall
acquire (or have the right to acquire) a minimum
of 637,932 shares (the "GKB Group Shares") of
Common Stock owned by the GKB Group; and"
5. AMENDMENT OF SECTION 7.4. Section 7.4 of the Stock Purchase
Agreement is deleted in its entirety and replaced with the
following language:
"[Intentionally Deleted]"
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6. AMENDMENT OF SECTION 7.5. Section 7.5 of the Stock Purchase
Agreement is deleted in its entirety and replaced with the
following language:
"[Intentionally Deleted]"
7. AMENDMENT OF SECTION 8.1. Subsection (e) of Section 8.1 of
the Stock Purchase Agreement is deleted in its entirety and
replaced with the following language:
"(e) by either Purchaser or Seller if the
First Closing has not occurred on or before
November 15, 2003, or such later date as the
parties may agree upon; or"
8. EFFECT OF AMENDMENT. Except as expressly amended by the
terms hereof, the terms and provisions of the Stock Purchase
Agreement shall continue in full force and effect.
9. COUNTERPARTS. This Amendment may be executed by facsimile
signature in one or more counterparts, each of which will be
deemed to constitute an original copy of this Amendment and all
of which, when taken together, will be deemed to constitute one
and the same Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed and delivered
this Amendment as of the date first written above.
SOLICO INTERNATIONAL, INC.,
a Texas corporation
By: /s/ X. XXXXXXX SPARKS
------------------------------
Name: X. Xxxxxxx Xxxxxx
----------------------------
Title: President
---------------------------
/s/ XXXXXX X. XXXXXX
---------------------------------
Xxxxxx X. Xxxxxx
