Exhibit 10.67
THIRD AMENDMENT TO
STOCK PURCHASE AGREEMENT
This Agreement is the Third Amendment to the Stock Purchase Agreement,
dated October 7, 1996, (the "Stock Purchase Agreement") by and between
Tanknology-NDE International, Inc. (formerly known as NDE Environmental
Corporation and hereinafter referred to as "Buyer" ), a Delaware corporation,
and TEI, Inc. (formerly known as Tanknology Environmental, Inc. and hereinafter
referred to as "Seller" ), a Texas corporation, (jointly referred to as the
"Parties");
WHEREAS, pursuant to the Stock Purchase Agreement, the Seller sold all the
capital stock of (i) Tanknology Corporation International, including its
cathodic protection division d/b/a Tanknology Cathodic Protection, a Delaware
corporation, (ii) USTMAN Industries, Inc., a Delaware corporation, and (iii)
Tanknology Canada (1988), Inc. a Canadian corporation (the "Transferred
Companies"); and
WHEREAS, the Stock Purchase Agreement was closed on or about October 26,
1996 (the"Closing"); and
WHEREAS, the Parties have negotiated certain matters arising under the
Stock Purchase Agreement;
NOW, THEREFORE, in consideration of the promises and of the respective
agreements with conditions herein, the Parties hereto hereby agree as follows
1. Release by Buyer. Buyer hereby unconditionally and irrevocably releases,
acquits and forever discharges, to the fullest extent permitted by law, the
Seller from (i) all of Buyer's claims against Seller arising under the Stock
Purchase Agreement Section 7.1(a) - (d) including, but not limited to, (a) the
Xxxx Xxxx Royalty Agreement and related management contract, (b) the PM Services
Agreement, (c) the MCI telephone services contact, and (d) the Xxxxx termination
case, (ii) all of Buyer's claims against Seller arising under the Stock Purchase
Agreement Section 2.3 including, but not limited to, (a) accounts receivable
adjustments, (b) unaccrued management bonus (c) uncollected prepaid insurance,
(d) the Royal Bank of Canada cash deposit, (e) various non-transferred deposits,
(f) certain miscellaneous pre-closing unpaid taxes, and (g) the credit
adjustment for Petroleum Products Equipment, and (iii) certain Buyer's claims
against Seller which arose after Closing for post-closing health insurance
payments in the amount of $25,517.14.
2. Release by Seller. Seller hereby unconditionally and irrevocably
releases, acquits and forever discharges, to the fullest extent permitted by
law, the Buyer from (i) all of Seller's claims against Buyer arising under Stock
Purchase Agreement Section 2.3 including, but not limited to, (a) interest
pursuant to Section 2.3(b), and (b) excess cash in any of the Transferred
Companies, (ii) all of Seller's claims against Buyer arising under Stock
Purchase Agreement Section 2.4 including, but not limited to, excess cash in any
of the Transferred Companies, (iii) all of Seller's claims against Buyer
pursuant to Stock Purchase Agreement Section 6.15(e) for payment of reimbursable
taxes, (iv) all of Seller's claims against Buyer arising under Stock Purchase
Agreement Section 6.15(a) or otherwise for non-federal tax refund claims for
pre-closing periods collected by Buyer subsequent to the Closing, and (v)
certain Seller's claims against Buyer for matters arising after the Closing
relating to the Xxxxxxxx Xxxxxxxx replacement check for $3,158.00.
3. Hold Harmless, Buyer agrees to defend, indemnify and hold harmless
Seller from and against, any and all claims, actions, causes of action,
arbitrations, proceedings, losses, damages, liabilities, judgments and expenses
(including, without limitation, reasonable attorneys' fees) incurred by Seller
arising out of claims made by Xxxx Xxxx against Seller for post-closing matters
relating to USTMAN Industries.
4. Cash Payment. Seller shall pay Buyer $230,000 by check within two days
of the execution date of this agreement.
5. Indemnification Limitation. The indemnification limitation provided by
Seller to Buyer pursuant to Stock Purchase Agreement Section 7.2(b) shall be
lowered from $1,250,000.00 to $600,000.00.
6. No Other Amendment. Only the matters specifically referenced shall be
amended; otherwise, the original Stock Purchase Agreement and the prior
amendments shall remain in full force and effect.
EXECUTED as of this _____ day of December, 1998.
TANKNOLOGY-NDE INTERNATIONAL, INC.
By: //s// XXX XXXXX XXXXXXX
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Xxx Xxxxx Xxxxxxx
Chairman of the Board
TEI, INC.
By: //s// XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
President
