EXHIBIT 2.4
THIRD AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment") is
made and entered into as of July 22, 1998 by and among AMERICAN ALLSAFE COMPANY,
a Delaware corporation (the "Buyer"), the selling stockholders party hereto (the
"Sellers") and KEDMAN COMPANY, a Utah corporation ("Kedman"). This Amendment
amends that certain Stock Purchase Agreement dated as of June 5, 1998 by and
among the Buyer, the Sellers and Kedman, as amended by the First Amendment to
Stock Purchase Agreement dated as of June 18, 1998 by and among the Buyer, the
Sellers and Kedman, and as amended by the Second Amendment to Stock Purchase
Agreement dated as of July 22, 1998 by and among the Buyer, the Sellers and
Kedman (as amended, the "Stock Purchase Agreement").
WITNESSETH
WHEREAS, the parties hereto desire to amend the Stock Purchase
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereby agree as follows:
SECTION 1. The preamble of the Stock Purchase Agreement is hereby
amended by deleting the words "Kedman Company, Inc." in the third line of the
Preamble and substituting the words "Kedman Company" therefor.
SECTION 2. Notwithstanding any of the previous agreements between the
parties, each party hereby agrees that the party to the Stock Purchase Agreement
is Kedman Company, a Utah corporation and not Kedman Company, Inc. The parties
further agree that any reference to "Kedman Company, Inc." in the Stock Purchase
Agreement, any amendment thereto or in any other document delivered pursuant to,
in connection with or as a result of the Stock Purchase Agreement (together with
the Stock Purchase Agreement the "Acquisition Documents"), shall refer solely
and completely to Kedman Company, a Utah corporation, and that Kedman Company
shall be substituted for Kedman Company, Inc. in any of the Acquisition
Documents that refer to Kedman Company, Inc. or to which Kedman Company, Inc. is
a party.
SECTION 3. Except as expressly modified by this Amendment, the Stock
Purchase Agreement shall remain in full force and effect without any other
change or modification.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the date first above written.
AMERICAN ALLSAFE COMPANY
By:_____________________________
Name: Xxxxxxxxxxx X. Xxxxx
Title: Secretary
XXXXXXX PRODUCTS, INC.
Solely for purposes of
Section 12.15.
By:_____________________________
Name: Xxxxxxxxxxx X. Xxxxx
Title: Secretary
KEDMAN COMPANY, INC.
By:_____________________________
Name:
Title:
SELLERS
_____________________________
G. Xxxxxxx Xxxxxxx
_____________________________
Xxxxxx X. Xxxxxxx
_____________________________
Xxxxx X. Xxxxxxx
G.M.E. ASSOCIATES, LTD.
_____________________________
By: G. Xxxxxxx Xxxxxxx
Its:
