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EXHIBIT 6.4
FIRST AMENDMENT AGREEMENT TO
NON-COMPETITION AND CONSULTING AGREEMENT
THIS FIRST AMENDMENT AGREEMENT TO NON-COMPETITION AND CONSULTING
AGREEMENT (the "Amendment") is made and entered into as of the 1st day of June,
1995, by and between CABLE LINK, INC. an Ohio corporation and formerly known as
Cable Link, Incorporated (the "Company") and E. XXXX XXXXX ("Xxxxx").
Capitalized terms not defined herein have the meanings given them in the
Agreement (as such term is defined below).
W I T N E S S E T H:
WHEREAS, the Company and Xxxxx are parties to a Non-Competition and
Consulting Agreement, dated as of the 18th day of October, 1994 (the
"Agreement") and desire to amend the terms of the Agreement by this Amendment;
NOW THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, the parties hereto, intending to be legally bound, agree
as follows:
SECTION 1. Amendment of Section 5.1 Section 5.1 of the Agreement is hereby
amended and restated in its entirety to read as follows:
5.1. Payments for Non-Competition. In consideration of Xxxxx'
covenant not to compete with Company and Xxxxx' other covenants
and obligations hereunder, the Company shall pay $25,000 to
Xxxxx, payable in 12 monthly installments of $1,099.53 and 17
monthly installments of $694.53
SECTION 2. Amendment of Section 5.2. Section 5.2 of the Agreement is hereby
amended and restated in its entirety to read as follows:
5.2. Payments for Consulting. In consideration of the consulting
services of Xxxxx hereunder and Xxxxx' other covenants and
obligation hereunder, the Company shall pay $350,000 to Xxxxx,
payable in 11 monthly installments of $15,393.51, one monthly
installment of $15,393.57 and 17 monthly installments of
$9,722.22.
SECTION 3. Amendment of Section 5.3. The first sentence of Section 5.3 is
hereby amended and restated in its entirety to read as follows:
The first monthly installment payment pursuant to each of
Section 5.1 and 5.2 shall be paid on June 1, 1995, receipt of
which by Xxxxx is hereby acknowledged, the remaining monthly
installments shall be paid on the first day of each calendar
month for the 28 months following such date.
SECTION 4. New Section 6.3. A new Section 6.3 is hereby added to the
Agreement to read as follows:
6.3. Default. At any time during the pendency of a default by
the Company in the payment of three monthly payments payable
pursuant to Section 5.3 hereof, or of any default by Binsky of
any payment under Section 3.2 of the Purchase Agreement which
such default has continued uncured for a period of 10 days after
notice thereof to the Company by Xxxxx, then Xxxxx may elect to
accelerate the balance due hereunder to immediate maturity and
upon the Company's failure to pay the amount then due, including
interest thereon at ten percent (10%) per annum from and after
the date of default, within ten (10) days of notice of
acceleration, Xxxxx may either pursue collection of such sum or
may declare this Agreement null and void by giving written
notice of such election to the Company, and upon receipt of such
notice by the Company, this Agreement shall be null and void.
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SECTION 5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which will be deemed an original and all of
which together shall constitute one and the same Amendment.
SECTION 6. Board Action. As soon as is reasonably possible, but in any
event prior to June 21, 1995, the Company shall present this
Amendment to its board of directors for its approval.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first mentioned above.
CABLE LINK, INC.
By:
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Xxx Xxxxxx
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E. Xxxx Xxxxx
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