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EXHIBIT 3
FIRST AMENDMENT TO THE ADVANTAGE AGREEMENT
BY AND AMONG
THORN AMERICAS, INC.
AND
CERTAIN SHAREHOLDERS OF ADVANTAGE COMPANIES, INC.
THIS FIRST AMENDMENT TO THE ADVANTAGE AGREEMENT (the "First Amendment") is
made and entered into as of October 6, 1995, by and among THORN AMERICAS,
INC., a Delaware corporation ("THORN"), and certain shareholders of ADVANTAGE
COMPANIES, INC., a Delaware corporation ("Advantage") (each, a "Shareholder"
and collectively, the "Shareholders").
WHEREAS, the parties have entered into the Advantage Agreement dated as of
July 9, 1995, by and among THORN and the Shareholders (the "Advantage
Agreement"); and
WHEREAS, the parties wish to extend the term of the Advantage Agreement; and
WHEREAS, Xx. Xxxxxx has served as Chairman of the Board of Advantage for
many years and has vast experience in the business of Advantage, which may be
distinguished both qualitatively and quantitatively from the experience of the
other Shareholders; and
WHEREAS, the Shareholders acknowledge that THORN would not acquire Advantage
if Xx. Xxxxxx declined to refrain from competing with THORN after consummation
of the transactions contemplated by the Agreement and Plan of Merger by and
among Advantage, THORN and THORN Acquisition Corp., dated September 25, 1995.
NOW, THEREFORE, in consideration of the agreements and understandings set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, THORN and the Shareholders, intending
to be legally bound, hereby agree as follows:
1. Amendment to Section 6(d). Section 6(d) of the Advantage Agreement is
hereby amended to read in its entirety as follows:
(d) The Option shall expire on January 31, 1996 (the "Expiration
Date"), except that if the Option cannot be exercised by reason of any
applicable judgment, decree or order granted upon the application of any
shareholder of Advantage, the Expiration Date of the Option shall be
extended until five business days after such impediment to exercise
shall have been removed.
2. Amendment to Section 7. Section 7 of the Advantage Agreement is hereby
amended and supplemented by adding the following paragraph:
(b) THORN agrees to pay, at the time the provisions of this Section 7
become applicable, the sum of Seven Hundred Fifty Thousand Dollars
($750,000), as consideration for Xx. Xxxxxx'x promise not to compete
with the businesses of Advantage, THORN or THORN Acquisition Corp.,
as such promise is set forth in the preceding paragraphs of this
Section 7.
3. Agreement. The Advantage Agreement, as amended by this First Amendment,
is reaffirmed and shall remain in full force and effect.
4. Counterparts. This Amendment may be executed in any number of
counterparts and any party hereto may execute any such counterpart, each of
which when executed and delivered shall be deemed to be an original and all of
which counterparts taken together shall constitute but one and the same
instrument.
5. Defined Terms. All capitalized terms not otherwise defined herein shall
have the meanings assigned to them in the Advantage Agreement.
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IN WITNESS WHEREOF, each of the parties has executed this First Amendment as
of the day and year first above written.
THORN AMERICAS, INC.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Executive Vice President
SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx
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