Xxxxxxx 0X
XXXXXXXXX XX. 0 TO THE
SHARE PURCHASE AGREEMENT
This Amendment No. 1 to that certain Share Purchase Agreement by and
among Huffy Corporation, an Ohio corporation, HSGC Canada Inc., a New Brunswick
corporation ("BUYER"), Gen-X Sports, Inc., an Ontario corporation ("Gen-X
Ontario"), K&J Financial, Inc., a Barbados Corporation, DLS Financial, Inc., a
Barbados corporation, Xxxxxxx Xxxxxxxxxxx Family Trust, Xxxxx Xxxxxx Family
Trust, Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxxxxx and the Sellers (as defined in the
Agreement) (the "Agreement") is entered into on July 25, 2002 by and among Huffy
Corporation, HSGC Canada Inc. and Xxxxxxx Xxxxxxxxxxx, as Representative for and
in the name of and on behalf of the Sellers pursuant to Section 11.18 of the
Agreement .
In consideration of the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt, sufficiency and
adequacy of which are hereby acknowledged, the parties hereby covenant and agree
as follows:
1. AMENDMENT TO AGREEMENT. The parties agree to amend the Agreement as follows:
a. AMENDMENT TO SECTION 3.1. Section 3.1 of the Agreement is deleted in
its entirety and replaced with the following:
3.1 CLOSING. The closing of the Merger (the "CLOSING") shall take place
at the offices of Xxxxxxxx & Shohl LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxxx, Xxxx
00000 at 9:00 A.M. (Eastern time) on the Business Day that the parties hereto
designate as the closing date, which such date shall be a day that securities
are traded on the New York Stock Exchange and as soon as practicable after the
fulfillment or waiver of the conditions set forth in Article VIII in accordance
with this Agreement, unless otherwise mutually agreed upon by the parties.
2. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the
same meaning as in the Agreement.
3. NO OTHER AMENDMENT. Other than as expressly provided herein, the parties
intend no other amendment to the Agreement.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the date first
written above.
/s/ Xxxxxxx Xxxxxxxxxxx
-----------------------------------------
Xxxxxxx Xxxxxxxxxxx, as Representative
for and in the name of and on behalf of
the Sellers pursuant to Section 11.18 of
the Agreement
HUFFY CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: V.P. Finance
HSGC CANADA INC.
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: President and Treasurer
