Exhibit 10.2
December 31, 2004 Letter Agreement modifying Exhibit 10.1.
0 XXXX XXXX XXXXX 0XX XXXXX
XXXXX XXXXX, XXX XXXX 00000
[LOGO] PROVO
INTERNATIONAL VOICE: 000.000.0000 FAX: 000.000.0000
AMX: FNT XXX.XXXXXXXXXXXXXXXXXX.XXX
================================================================================
December 31, 2004
Xx. Xxxxxxx Xxxxxxxx del Rio, Sr.
Xx. Xxxxxxx Xxxxxxxx del Rio, Jr.
Re: Stock Purchase Agreement
Gentlemen:
This letter agreement amends and modifies that certain Stock Purchase
Agreement dated July 14, 2004 (the "Agreement") by and among Provo
International, Inc., Xxxxxxx Xxxxxxxx del Rio, Sr. and Xxxxxxx Xxxxxxxx del Rio,
Jr. Capitalized terms in this letter agreement shall have the meaning ascribed
to them in the Agreement.
1. Article I - "Definitions" subparagraph (c) shall be deleted in its
entirety, and shall be replaced with the following:
"[THIS SECTION INTENTIONALLY LEFT BLANK]"
2. Article I - "Definitions" subparagraph (e) shall be deleted and
replaced with the following:
"Closing Date" shall mean March 31, 2005, or such other date as
agreed upon, in writing, among the parties."
3. Section 6.01 shall be deleted in its entirety and replaced with the
following:
"[THIS SECTION INTENTIONALLY LEFT BLANK]"
4. Section 6.10 shall be deleted in its entirety and replaced with the
following:
"The parties agree that the closing date for financial reporting
purposes shall be December 31, 2004. All revenue, profits and/or
losses related to Provo Mexico operations after December 31, 2004
shall be for the benefit and detriment of the Buyers."
5. Section 7.01(d) shall be deleted in its entirety, and replaced with
the following:
"[THIS SECTION INTENTIONALLY LEFT BLANK]"
6. Section 7.02(d) shall be deleted in its entirety, and replaced with
the following:
"[THIS SECTION INTENTIONALLY LEFT BLANK]"
7. Section 7.01(h) shall be deleted in its entirety, and replaced with
the following:
"[THIS SECTION INTENTIONALLY LEFT BLANK]"
8. Section 7.02(h) shall be deleted in its entirety, and replaced with
the following:
"[THIS SECTION INTENTIONALLY LEFT BLANK]"
9. Section 11.01(b) shall be deleted in its entirety, and replaced with
the following:
"by any party if the Closing shall have not been consummated by
March 31, 2005; provided, however, that no party may terminate this
Agreement pursuant to this clause (b) if the Closing shall not have
been consummated by March 31, 2005 by reason (i) of the failure of
such party or any of its affiliates to perform in all material
respects any of its or their respective covenants or agreements
contained in this Agreement; or (ii) actions of a third party
regulatory agency, in which case the aforementioned date shall be
extended for a period of time equal to the delay caused by the
regulatory agency."
10. Section 11.01(c) shall be deleted in its entirety, and replaced with
the following:
"[THIS SECTION INTENTIONALLY LEFT BLANK]"
11. Governing Law. This letter agreement shall be governed by and
construed in accordance with the laws of the State of New York.
12. Confirmation of the Agreement. The Agreement, as modified by this
letter agreement, is hereby ratified and confirmed in all respects
by the parties hereto. The parties agree that the Agreement, as
modified by this letter agreement, is in full force and effect, and
is binding on and enforceable against the parties in accordance with
its terms. All references to the "Agreement" contained in the
Agreement shall for all purposes be deemed to refer to the Agreement
as amended by this letter agreement.
13. Entire Agreement; Successors Bound. This letter agreement represents
the entire understanding of the parties. This letter agreement
supercedes and revokes all previous negotiations, arrangements,
letters of intent; representations, whether oral or in writing,
between the parties with respect to the subject matter hereof. This
letter agreement be binding upon each party's assigns, heirs and
successors, and all others acting or claiming by through or under
any of the parties hereto.
Agreed to this 31st day of December, 2004:
Provo International, Inc.
_________________________
Name:
Title:
Buyers:
______________________________
Xxxxxxx Xxxxxxxx del Rio, Sr.
______________________________
Xxxxxxx Xxxxxxxx del Rio, Jr.
