1
EXHIBIT 10.2
FIRST AMENDMENT TO
PREFERRED STOCK EXCHANGE AGREEMENT
THIS FIRST AMENDMENT TO PREFERRED STOCK EXCHANGE AGREEMENT,
made and entered into as of July 22, 1998, between and among Xxxxx Corporation,
a Delaware corporation (the "Corporation"), and each person who has signed this
First Amendment to Preferred Stock Exchange Agreement (each signatory
individually an "Investor" and collectively the "Investors").
W I T N E S S E T H :
WHEREAS, the Corporation and the Investors have heretofore
entered into that certain Preferred Stock Exchange Agreement ("Exchange
Agreement") dated as of June 21, 1998 and wish to modify Section 1.1(b)(v) of
the Exchange Agreement.
1. The first sentence of Section 1.1(b)(v) of the Exchange
Agreement is hereby amended by deleting in their entirety the words "within
thirty (30) days from the Closing Date", and substituting in lieu thereof the
words "no later than July 30, 1998".
2. Except as expressly amended hereby, the Exchange Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to Preferred Stock Exchange Agreement to be duly executed as of the
date first above written.
XXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxx
--------------------------------------
XXXXXX X. XXXXX, Chairman
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
XXXXXX X. XXXXXX
Chief Executive Officer
2
[EXECUTION CONTINUED ON THE FOLLOWING PAGES]
INVESTORS:
XXXXX INTERNATIONAL
By: /s/
-----------------------------------------------------
Name:
Title:
SHEPHERD INVESTMENTS INTERNATIONAL, LTD.
By: /s/
-----------------------------------------------------
Name:
Title:
RAMIUS FUND, LTD.
By: AG. RAMIUS PARTNERS, L.L.C., Investment Manager
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Officer
GAM ARBITRAGE INVESTMENTS, INC.
By: XXXXXX, XXXXXX & CO., L.P., Investment Manager
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Operating Officer
[EXECUTION CONTINUED ON THE FOLLOWING PAGES]
2
3
XXXXXXXX, L.P.
By: XXXXXX, XXXXXX & CO., L.P., General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Operating Officer
RAPHAEL, L.P.
By: XXXXXX, XXXXXX & CO., L.P., General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Operating Officer
AG SUPER FUND INTERNATIONAL PARTNERS, L.P.
By: XXXXXX, XXXXXX & CO., L.P., General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Operating Officer
3
