FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement ("Amendment") is made
as of this 19th day of May 1997, by and among THE SOURCE COMPANY, a Missouri
corporation ("The Source"), XXXXXXX XXXXXXX AND XXXXXXX X. XXXXXXX (collectively
the "Seller"), the sole shareholders of XXXX XXXXXXX AND ASSOCIATES, INC., a New
Jersey corporation, and XXXX XXXXXXX AND ASSOCIATES, INC. ("Company").
A. The Source, Xxxxxxx Xxxxxxx and Company entered into a Stock
Purchase Agreement dated as of April 24, 1997 (the "Agreement");
B. The Source, Xxxxxxx Xxxxxxx and Company are desirous of amending the
Agreement with respect to the matters referred to herein;
NOW, THEREFORE, in consideration of the premises and of the agreements
and provisions set forth herein, and subject to the conditions herein contained,
it is mutually agreed as follows:
1. Amendments to the Agreement.
A. As used in the Agreement the term "Seller" shall hereafter
mean collectively Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxxx, jointly and severally.
B. All references contained in the Agreement to "K-Sub" are
hereby deleted and, where appropriate, The Source shall be substituted
therefore.
C. Section 2.03 of the Agreement is hereby deleted in its
entirety and the following substituted therefor:
"2.03. Transactions at Closing. At the Closing:
(a) Seller will deliver the Company Stock to The Source, duly
endorsed for transfer to The Source, in form acceptable to The Source's
counsel, so as to effectively vest in The Source full, indefeasible,
merchantable, legal, equitable and beneficial title to the Company
Stock, free and clear of all debts, claims, security interests, liens,
encumbrances and other title retention agreements, pledges,
assessments, covenants, restrictions and charges of every nature;
(b) The Source will deposit $100,000 in escrow (the
"Indemnification Escrow") with Wachovia Bank of North Carolina, N.A. or
other mutually acceptable escrow agent (the "Indemnification Escrow
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Agent") under the Indemnification Escrow Agreement set forth in
Schedule 2.03(b) or otherwise required by and acceptable to the
Indemnification Escrow Agent (the "Indemnification Escrow Agreement"),
which shall be executed by Seller, The Source and the Indemnification
Escrow Agent at the Closing;
(c) The parties hereto shall jointly instruct the Termination
Escrow Agent to release to The Source the sum of Ten Thousand Dollars
($10,000) as partial reimbursement for the cost of the Letter of Credit
(defined below) and to Seller the remaining principal amount of the
Termination Escrow deposited with the Termination Escrow Agent by The
Source pursuant to Section 2.02(a), and any income earned thereon;
(d) The Source will deliver to Seller a promissory note in the
principal amount of Two Million One Hundred Fifty Thousand Dollars
($2,150,000), a form of which is attached hereto as Schedule 2.03(d)(i)
(the "Note"), bearing interest at the rate of six and one-quarter
percent (6.25%) per annum, and payable on January 5, 1998. The Note
will be secured by an irrevocable letter of credit issued by Wachovia
Bank of North Carolina, N.A. or other mutually acceptable financial
institution, in the form attached hereto as Schedule 2.03(d)(ii) (the
"Letter of Credit"), with an expiration date of January 31, 1998.
(e) The parties shall perform all of the other obligations
required to be performed by them under this Agreement on or before the
Closing."
D. Section 3.09 shall be amended by adding the following
sentence to the end of such section:
"Neither Company nor Seller is related to, affiliated with, or
associated with in any manner whatsoever, Xxxxxxx Associates, Inc. or Xxxxx
Xxxxxxx."
E. Section 3.21(b) shall be amended by adding the following
sentence to the end of such section:
"Each plan listed on Schedule 3.21 as a stock bonus, pension
or profit sharing plan within the meaning of Section 401(a) of the Code has been
or at Closing will be terminated and evidence thereof furnished to The Source.
2. Full Force and Effect; Entire Agreement. Except to the extent
expressly provided in this Amendment, the terms and conditions of the Agreement
shall remain in full force and effect and shall be binding on the parties
thereto. The Agreement, as amended hereby, constitutes the entire agreement
between the parties hereto and no representations, inducements, promises or
other agreements, oral or otherwise, not embodied herein, shall be of any force
or effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first set forth above.
THE SOURCE COMPANY /s/ Xxxxxxx Xxxxxxx
---------------------------------
Xxxxxxx Xxxxxxx
By: /s/ Xxxxxx Xxxxxx
--------------------------- /s/ Xxxxxxx X. Xxxxxxx
S. Xxxxxx Xxxxxx, Chairman ---------------------------------
and Chief Executive Officer Xxxxxxx X. Xxxxxxx
XXXX XXXXXXX AND ASSOCIATES, INC.
By:/s/ Xxxxxxx Xxxxxxx
------------------------------
Xxxxxxx Xxxxxxx, President
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