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EXHIBIT 10.7
AMENDMENT AND MODIFICATION OF BUY-SELL AGREEMENT
THIS AMENDMENT AND MODIFICATION OF BUY-SELL AGREEMENT (the
"Amendment"), dated as of the 7th day of August, 1995, is made and entered into
by and between the Xxxxxxx X. Xxxxxxxx Irrevocable Trust dated December 31,
1991, the Xxxx X. Xxxxx Irrevocable Trust dated December 31, 1991, the Xxxxx X.
Xxxxxxxx Irrevocable Trust dated December 31, 1991, the Xxxxxxx X. Xxxxxxxx
Irrevocable Trust dated December 31, 1991, the Xxxx X. Close Irrevocable Trust
dated December 31, 1991 (collectively, the "Shareholders"), Young Dental
Manufacturing Company, Inc., a Missouri corporation (the "Operating Company")
and Young Innovations, Inc., a Missouri corporation (the "Holding Company").
R E C I T A L S
A. As of the date of this Amendment, each of the Shareholders is
the owner of the number of shares of common stock of the Operating Company as
shown on Schedule A, attached hereto and incorporated by this reference herein
(the "Shares").
B. The Shareholders and the Operating Company have made and
entered into a Buy-Sell Agreement (Redemption - Cross Purchase) dated as of
December 31, 1991 (the "Agreement"), pursuant to which Agreement the
Shareholders and the Operating Company placed certain restrictions and controls
on the transfer of the Shares, all as provided in said Agreement.
C. The Shareholders and the Holding Company have agreed, pursuant
to an Exchange Agreement between the Holding Company and each of the
Shareholders of even date herewith (the "Exchange Agreement"), that each of the
Shareholders and the Holding Company will exchange each of the Shares of the
common stock of the Operating Company presently owned by each Shareholder for
Eleven and Nine-Tenths shares of the common stock of the Holding Company (the
"New Shares"), on the terms and conditions as set forth in said Exchange
Agreement.
D. Each of the parties hereto desire to modify the terms and
conditions of the Agreement as provided herein.
E. Each of the parties hereto deem it to be in their respective
best interests to modify the terms of the Agreement as provided herein.
NOW, THEREFORE, in consideration of the premises and promises
contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
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SECTION 1. CONSENT TO EXCHANGE AGREEMENT.
1.1 Consent of Shareholders. Each of the Shareholders
hereby consents to exchange of the Shares for the New Shares by each other
Shareholder with the Holding Company pursuant to the Exchange Agreement.
1.2 Consent of Operating Company. The Operating Company
hereby consents to the exchange of the Shares for the New Shares by each of the
Shareholders with the Holding Company pursuant to the Exchange Agreement.
SECTION 2. APPLICATION OF AGREEMENT TO NEW SHARES. From and after
the date of the Exchange Closing (as that term is defined in the Exchange
Agreement) the terms and provisions of the Agreement, as amended by this
Amendment, shall apply to the New Shares and the rights, duties and obligations
of the Operating Company shall be assigned to and assumed by the Holding
Company in all respects in connection with the Agreement.
SECTION 3. TERMINATION OF AGREEMENT UPON CERTAIN EVENTS. The
Agreement, as amended hereby, shall terminate, be null and void and of no
further force or effect whatsoever at such time as the Holding Company shall
become subject to the reporting requirements of Section 15(d) or Section 13 of
the Securities Exchange Act of 1934, as amended.
SECTION 4. GENERAL PROVISIONS.
4.1 Assignment. This Amendment shall not be assignable
by any party without the prior written consent of all other parties hereto.
Subject to the foregoing, this Amendment shall inure to the benefit of and be
binding upon the parties hereto and their respective representatives,
successors and assigns.
4.2 Waiver. The failure of a party to insist upon strict
adherence to any term of this Amendment on any occasion shall not be considered
a waiver thereof or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Amendment.
4.3 Entire Agreement; Amendment. This Amendment shall
supersede any and all existing agreements between the parties hereto and
relating to the subject matter hereof and may not be further amended except by
a written agreement signed by all parties hereto.
4.4 Heading. Section headings are used herein for
convenience of reference only and shall not affect the meaning of any provision
of this Amendment.
4.5 Severability. If any provision of the Agreement or
this Amendment is invalid or unenforceable, the balance of the Agreement as
modified hereby shall remain in effect, and if any provision is inapplicable to
any person or circumstance, it shall nevertheless remain applicable to all
other persons or circumstances.
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4.6 Further Assurances. The parties hereto shall each
take as promptly as possible all such action as may be necessary or appropriate
in order to effectuate the transactions contemplated hereunder, subject to the
terms explicitly set out herein.
4.7 Counterparts. This Amendment may be executed in one
or more counterparts each of which shall be deemed an original but all of which
taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties set their hands to this
instrument as of the date first written above.
SHAREHOLDERS:
The Xxxxxxx X. Xxxxxxxx Irrevocable Trust dated
December 31, 1991
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Trustee
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By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Co-Trustee
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The Xxxx X. Xxxxx Irrevocable Trust dated
December 31, 1991
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
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Title: Trustee
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By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Co-Trustee
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The Xxxxx X. Xxxxxxxx Irrevocable Trust dated
December 31, 1991
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
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Title: Trustee
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By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Co-Trustee
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The Xxxxxxx X. Xxxxxxxx Irrevocable Trust dated
December 31, 1991
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Trustee
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By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Co-Trustee
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The Xxxx X. Close Irrevocable Trust dated
December 31, 1991
By: /s/ Xxxx X. Close
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Name: Xxxx X. Close
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Title: Trustee
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By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
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Title: Co-Trustee
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OPERATING COMPANY:
Young Dental Manufacturing Company
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: President
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HOLDING COMPANY:
Young Innovations, Inc.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
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Title: President
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Schedule A
Schedule of Shareholders
Number of
Shareholder Name Shares
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The Xxxxxxx X. Xxxxxxxx Irrevocable Trust dated December 31, 1991 12,340
The Xxxx X. Xxxxx Irrevocable Trust dated December 31, 1991 12,340
The Xxxxx X. Xxxxxxxx Irrevocable Trust dated December 31, 1991 12,340
The Xxxxxxx X. Xxxxxxxx Irrevocable Trust dated December 31, 1991 12,340
The Xxxx X. Close Irrevocable Trust dated December 31, 1991 12,340
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