EXHIBIT 13
FIRST AMENDMENT TO BEDFORD OPTION AGREEMENT
THIS FIRST AMENDMENT TO BEDFORD OPTION AGREEMENT (this "AMENDMENT") is made
and entered into as of the 15th day of October, 1996, by and between XXXXXXXX &
XXXXXX, LLC, a Colorado limited liability company (the "COMPANY") and BEDFORD
CAPITAL FINANCIAL CORPORATION, a corporation organized under the laws of Liberia
("BEDFORD").
RECITALS
A. The Company and Bedford entered into that certain Xxxxxxxx & Xxxxxx,
LLC Bedford Option Agreement dated July 26, 1995 (the "OPTION AGREEMENT")
pursuant to which the Company granted Bedford an option to purchase 335,000
shares of the common stock of PMC International, Inc., a Colorado corporation
("PMCI") owned by the LLC.
B. The Company and Bedford now desire to amend the Option Agreement as
more fully set forth below.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and Bedford hereby
agree as follows:
1. DEFINITIONS. Except as specifically defined herein, defined terms
shall have the same meaning as set forth in the Option Agreement.
2. OPTION GRANT.
(a) Subparagraph 1(a) of the Option Agreement is hereby amended by
(i) deleting the number and words "335,000 (the "OPTION SHARES")" and inserting
in lieu thereof "235,000 (collectively, and portions thereof for which Bedford
has elected to purchase are hereinafter referred to as the "OPTION SHARES")"
(ii) deleting the words "an aggregate purchase price (the "PURCHASE PRICE") of
$410,637.85" and inserting in lieu thereof "a purchase price ("PURCHASE PRICE")
of $1.226 per share" and (iii) adding to the end of such Subparagraph the
following: "Subject to the terms of the Pledge Agreement and the right of
Bedford to possession of the shares upon curing a default under paragraph 3
below, the Company shall at all times own and reserve that number of shares of
the common stock of PMCI which is equal to the number of Option Shares remaining
subject to purchase by Bedford under this Agreement and all other options
granted by the Company."
(b) Subsection 1(b) is hereby deleted in its entirety and the
following is inserted in lieu thereof:
"(b) The Option is exercisable as to all, or any portion (in
increments of 1,000 shares), of the Option Shares immediately
upon the execution of this Agreement and shall be exercisable
thereafter at any time, and from time to time, on or prior to
July 26, 2000 (the "EXPIRATION DATE")."
(c) Subsection 1(c) is hereby deleted in its entirety and the
following is inserted in lieu thereof:
"Bedford shall, on or prior to such date, give the Company notice
of its intent to exercise the Option, such notice to state the
date the Option will be exercised (the "EXERCISE DATE"), and the
number of Option Shares to be purchased pursuant to such notice,
and if Bedford fails to give such notice on or prior to the
Expiration Date, the Option shall terminate automatically as to
the unpurchased Option Shares and shall not be exercisable
thereafter. Each closing (each a "CLOSING") of the purchase of
the Option Shares pursuant to each notice shall take place at
such time and place as the parties shall mutually agree. At each
Closing, the Company shall deliver to Bedford (i) a stock
assignment transferring the Option Shares to Bedford free and
clear of all liens, encumbrances and other restrictions except
for the Shareholder Agreement among PMCI and certain of its
Shareholders, of even date herewith; (ii) an instrument
satisfactory in form to evidence full release of the lien of the
Pledge Agreement (or any substitute lien permitted by paragraph 5
hereof) upon the Option Shares; and (iii) a stock certificate
evidencing the Option Shares. At the Closing, Bedford shall
deliver to the Company the full amount of the Purchase Price for
the number of Option Shares being purchased in cash, check or
other readily available funds."
(d) Subsection 3 is hereby amended by inserting the following at the
end of such Subsection:
"Notwithstanding the foregoing, Xxxxxxxx and Xxxxxx shall not
cure a default of the Geman Note, except through the Company by a
contribution to capital and the PMCI Stock, if any, released from
the Pledge Agreement pursuant to such cure shall not be
distributed out of the Company until such time as (i) the Company
owns 235,000 shares of PMCI Stock, free and clear of all liens
and encumbrances,
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other than the Shareholders Agreement, reserved solely for exercise
under this Agreement (the "RESERVED SHARES") and (ii) all
indebtedness of the Company to Bedford shall have been paid in
full. If and when all indebtedness of the Company to Bedford shall
have been paid in full, the Reserved Shares may be distributed by
the Company, subject to this Agreement and subject to the consent
of Bedford, which consent shall not be unreasonably withheld.
3. NO FURTHER AMENDMENT. Except as amended and modified by this
Amendment, the Option Agreement remains unmodified and in full force and effect
as of the date hereof.
4. COUNTERPARTS; FACSIMILE SIGNATURES. This Amendment may be executed in
one or more identical counterparts, each of which shall be deemed an original,
and all of which when taken together shall constitute one and the same
instrument. Signatures by facsimile transmission shall constitute the due and
valid constitution of this Amendment by the parties.
IN WITNESS WHEREOF, this Amendment has been executed by the parties as of
the day and year first set forth above.
XXXXXXXX & XXXXXX, LLC, a Colorado limited
liability company
By: /S/XXXXXXX X. XXXXXXXX/S/
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Xxxxxxx X. Xxxxxxxx, Manager
BEDFORD CAPITAL FINANCIAL CORPORATION, a
corporation organized under the laws of Liberia
By: /S/ X.X. XXXXX XXXXXX /S/
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Title: Assistant Secretary
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