FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the
"Amendment") is made and entered into as of February 26, 1998, by and
among McNeilus Companies, Inc., a Minnesota corporation (the "Company"),
all of the shareholders of the Company listed on the signature page
(collectively, the "Shareholders") and Oshkosh Truck Corporation, a
Wisconsin corporation (the "Buyer").
RECITALS
A. The parties entered into the Stock Purchase Agreement by
and among Buyer, the Company and shareholders dated December 8, 1997 (the
"Agreement"); and
B. The parties desire to amend the Agreement as described
herein.
NOW, THEREFORE, in consideration of the foregoing premises and
of the mutual covenants herein contained, the parties agree as follows:
1. Section 2.1 shall be deleted, and replaced as follows:
2.1 Purchase Price. The purchase price (the "Purchase
Price") payable for the Shares shall be Two Hundred Eleven
Million Five Hundred Thousand Dollars ($211,500,000). The
Purchase Price has been reduced by Five Hundred Thousand Dollars
($500,000), which reduction shall be deducted solely from the
proceeds paid to Xxxxxx XxXxxxxx under Section 2.2.(b) below.
2. Section 2.2.(b) shall be deleted, and replaced as follows:
2.2.(b) Cash to Shareholders. At the Closing, Buyer
shall deliver to Shareholders the sum of Two Hundred Eleven
Million Five Hundred Thousand Dollars ($211,500,000), less the
amount paid to the Escrow Agent pursuant to subsection 2.2.(a)
above.
3. Except as modified by this Amendment, the Agreement shall remain
in full force and effect.
4. This Amendment may be executed in one or more original or
facsimile counterparts, all of which shall be considered but one and the
same agreement, and shall become effective when one or more such
counterparts have been executed by each of the parties and delivered to
the other parties.
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first written above.
OSHKOSH TRUCK CORPORATION McNEILUS COMPANIES, INC.
("Buyer") ("Company")
By: /s/ Xxxxxx Xxxx By: /s/ Xxxxxx XxXxxxxx
Xxxxxx Xxxx Xxxxxx XxXxxxxx
Chief Executive Officer President
SHAREHOLDERS
/s/ Xxxxxx XxXxxxxx
Xxxxxx XxXxxxxx
/s/ Xxxxxx XxXxxxxx
Xxxxxx XxXxxxxx
/s/ Xxxxxxx XxXxxxxx
Xxxxxxx XxXxxxxx
/s/ Xxxxxxx XxXxxxxx
Xxxxxxx XxXxxxxx
General Conference Of the Seventh Day
Adventist Church
By: /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Vice President
