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SECOND AMENDMENT AGREEMENT
THIS AGREEMENT is entered into this 23rd day of January, 1987 by and
among XXXXX INCORPORATED, a Delaware corporation (the "Corporation"), XXXXXXX
X. XXXXXX ("Xxxxxx"), XXXXX X. XXXXXX ("Xxxxxx'x Spouse"), XXXX TRAIN
("Train") and XXXX X. TRAIN ("Train's Spouse").
RECITAL
The parties desire to amend that certain Stock Purchase Agreement
dated December 30, 1985 as amended by the certain Amendment Agreement dated
February 28, 1986 (the "Stock Purchase Agreement").
AGREEMENTS
In consideration of the premises and mutual agreements contained in
the Stock Purchase Agreement and herein, IT IS AGREED:
1. Paragraph 3 of the Stock Purchase Agreement is hereby amended to
add the following provision:
(e) Notwithstanding the provisions of this section 3, in the
event that the Shareholders die simultaneously or within ten days of each other,
either Personal Representative may, by notice in writing to the Corporation,
elect not to sell the Stock to the Corporation in accordance with this section
3. In the event of such election, such Personal Representative or successor to
the Stock, as the case may be, shall have an option to sell all of the Stock
(including any rights of a deceased Shareholder's spouse in such Stock) to the
Corporation at any time after the date of death at the Purchase Price and upon
the Terms and Conditions. The option to sell by such Personal Representative or
successor shall be exercised by written notice to the Corporation, which notice
shall specify the date as of which the option is being exercised.
2. Paragraph 7(a) of the Stock Purchase Agreement is hereby amended
to add the following sentence: "In the event of purchases pursuant to paragraph
3(e), the date as of which a Personal Representative or successor to the Stock
exercises the option described in paragraph 3(e) shall be the Purchase Event."
3. Paragraph 9 (b) of the Stock Purchase Agreement is hereby amended
to add the following sentence: "In the event of purchases under paragraph 3(e)
hereof, the date of Closing shall be within 40 days after the delivery of the
notice exercising the option described in paragraph 3(e).
4. Except as set forth in this Amendment Agreement, all of the terms
of the Stock Purchase Agreement shall remain in full force and effect. Defined
terms herein shall have the same meaning as such terms in the Stock Purchase
Agreement.
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XXXXX INCORPORATED
BY /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President
Attest:
/s/ Xxxx Train
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Xxxx Train, Secretary
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxx Train
----------------------------
Xxxx Train
/s/ Xxxx X. Train
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Xxxx X. Train
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