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EXHIBIT 10.6.2
AMENDMENT TO AGREEMENT
THIS AMENDMENT TO AGREEMENT, made as of the 28th day of December,
1994, by and between Xxxxxx Companies, Inc. ("Shareholder") and E-Z Serve
Convenience Stores, Inc. ("E-Z").
W I T N E S S E T H :
WHEREAS, Xxxxxx and E-Z are parties to an Agreement dated as of
December 2, 1994, pursuant to which E-Z is to acquire the common stock of Time
Saver Stores, Inc., on the terms and conditions set forth in the Agreement; and
WHEREAS, the parties desire to modify and amend the Agreement as set
forth below;
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, the parties agree as follows:
1. Capitalized terms used herein shall have the meanings ascribed to them
in the Agreement.
2. Upon execution hereof, E-Z shall deliver to Xxxxxx, in immediately
available funds, the sum of Two Hundred Thousand Dollars ($200,000) as
a non-refundable extension fee, which amount shall be credited against
the Purchase Price, without interest, at the closing, but in no event
(other than a failure of the transaction to close due solely to a
default by Xxxxxx under the Agreement, in which event the extension
fee shall be refundable) shall such amount be refundable by Xxxxxx, it
being agreed by the parties that such amount shall be earned by Xxxxxx
on the date hereof.
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3. Article 4 of the Agreement is hereby modified so that the term
"December 16, 1994" in the second line thereof is changed to read
"January 17, 1995."
4. Section 5.1 of the Agreement is hereby modified so that the term
"March 15, 1995" in the third line thereof is changed to read "April
15, 1995."
5. Section 8.1(b) of the Agreement is hereby modified so that the term
"December 31, 1994" in the last line thereof is changed to read
"January 17, 1995."
6. Except as otherwise modified herein, the Agreement shall remain
unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have signed this Agreement as of the day and year first above written.
XXXXXX COMPANIES, INC.
By: /s/ XXXXX X. XXXXX
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Attest: Xxxxx X. Xxxxx
Senior Vice President
/s/ XXXXXX X. XXXX
-----------------------------------
Vice President
E-Z SERVE CONVENIENCE STORES, INC.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Senior Vice President
Attest:
/s/ H.E. XXXXXXX
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Assistant Secretary
E-Z SERVE CORPORATION joins in the execution hereof for the purposes of
consenting hereto and unconditionally guarantying the performance and
undertakings of E-Z under this Amendment
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to Agreement.
E-Z SERVE CONVENIENCE STORES, INC.
By: /s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Senior Vice President
Attest:
/s/ H.E. XXXXXXX
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Assistant Secretary
STATE OF KANSAS
) SS.
COUNTY OF RENO
BE IT REMEMBERED, That on this 28th day of December 1994, before me, a Notary
Public in and for said County and State, personally appeared Xxxxx X. Xxxxx,
and Xxxxxx X. Xxxx, Senior Vice President and Vice President, respectively, of
XXXXXX COMPANIES, INC., the corporation, whose name is subscribed to and which
executed the foregoing instrument, and for themselves and as such officers
respectively, and for and on behalf of the corporation, acknowledged the
signing and execution of said instrument as their free and voluntary act and
deed as such officers respectively, and the free and voluntary act and deed of
said corporation, for the uses and purposes therein mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my official seal, on the day and year last aforesaid.
/s/ XXXXX X. XXXXXXX
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Notary Public
My Commission Expires:
NOTARY PUBLIC - State of Kansas
XXXXX X. XXXXXXX
My Appt. Exp. 8/21/98
STATE OF TEXAS
SS.
COUNTY OF XXXXXX
BE IT REMEMBERED, That on this 28th day of December 1994, before me, a
Notary Public in and for said County and State, personally appeared Xxxx X.
Xxxxxx, and
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Xxxxxx X. Xxxxxxx, Senior Vice President and Assistant Secretary, respectively,
of E-Z Serve Convenience Stores, Inc., the corporation, whose name is
subscribed to and which executed the foregoing instrument, and for themselves
and as such officers respectively, and for and on behalf of the corporation,
acknowledged the signing and execution of said instrument as their free and
voluntary act and deed as such officers respectively, and the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my Notarial seal, on the day and year last aforesaid.
/s/ XXXXX XXXXXX
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Notary Public
My Commission Expires:
XXXXX XXXXXX
Notary Public, State of Texas
My Commission Expires 00-00-00
XXXXX XX XXXXX
) SS.
COUNTY OF XXXXXX
BE IT REMEMBERED, That on this 28th day of December, 1994, before me,
a Notary Public in and for said County and State, personally appeared Xxxx X.
Xxxxxx, and Xxxxxx X. Xxxxxxx, Senior Vice President and Assistant Secretary,
respectively, of E-Z Serve Corporation, the corporation, whose name is
subscribed to and which executed the foregoing instrument, and for themselves
and as such officers respectively, and for and on behalf of the corporation,
acknowledged the signing and execution of said instrument as their free and
voluntary act and deed as such officers respectively, and the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed
my Notarial seal, on the day and year last aforesaid.
/s/ XXXXX XXXXXX
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Notary Public
My Commission Expires:
XXXXX XXXXXX
Notary Public, State of Texas
My Commission Expires 05-20-97
