EXHIBIT 10.27
AMENDMENT NO. 1 TO
PREFERRED STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 TO PREFERRED STOCK PURCHASE AGREEMENT, dated August 16,
1996, between GENERAL ELECTRIC COMPANY, a New York corporation
("Purchaser"), and Star Technologies, Inc., a Delaware corporation (the
"Company").
WHEREAS, General Electric Capital Corporation ("GECC"), Trustees of
General Electric Pension Trust ("GEPT"), and State Farm Mutual Automobile
Insurance ("State Farm"), as Purchasers, and the Company, as Seller, entered
into a Preferred Stock Purchase Agreement dated as of May 31, 1990 (the
"Purchase Agreement"); capitalized terms used herein without definition have
the respective meanings set forth in the Purchase Agreement;
WHEREAS, GEPT and State Farm have sold all of their respective
outstanding shares of Preferred Stock to the Company;
WHEREAS, GECC has sold all of its outstanding shares of Preferred Stock
to Purchaser; and
WHEREAS, Purchaser, as the sole holder of outstanding shares of
Preferred Stock, and the Company have agreed to amend the Purchase
Agreement;
NOW, THEREFORE, Purchaser and the Company hereby agree as follows:
1. Amendment to Section 2. Section 2 of the Purchase Agreement is
hereby deleted in its entirety and replaced with the text of Annex A hereto.
2. Amendment to Section 7. Section 7.6 of the Purchase Agreement is
hereby amended as follows:
(a) The information with respect to notices to be sent to the
Company is hereby amended by deleting such information in its entirety and
inserting in its place the following:
THE COMPANY:
STAR TECHNOLOGIES, INC.
000 Xxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Chief Financial Officer
With a copy to:
Xxxxx X. Xxxx, Esq.
Xxxxxxx Coie
000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
; and
(b) The information with respect to notices to be sent to GECC is
hereby amended by deleting such information in its entirety and inserting in
its place the following:
GENERAL ELECTRIC COMPANY
Medical Systems Division
X.X. Xxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: General Counsel
IN WITNESS WHEREOF, Purchaser and Seller have caused this Amendment No. 1 to
Preferred Stock Purchase Agreement to be duly executed and delivered the
date first above written.
GENERAL ELECTRIC COMPANY
By /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: Vice President
STAR TECHNOLOGIES, INC.
By /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: President
ANNEX A
2. Covenants
The Company covenants that so long as there are any shares of
Preferred Stock outstanding:
2.1 Exchange of Stock Certificates
The Company will, at its expense, promptly upon surrender of any
certificates representing shares of Preferred Stock at the office of the
Company referred to in, or designated pursuant to, Section 7.6, execute and
deliver to such Purchaser a new certificate or certificates registered in
such names and in such denominations specified by such Purchaser for an
aggregate number of shares of Preferred Stock equal to the number of shares
of such stock represented by the certificates surrendered.
2.2 Lost, Stolen, Destroyed or Mutilated Stock Certificates
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any certificate for shares of Preferred
Stock and, in the case of loss, theft or destruction, upon delivery of an
indemnity satisfactory to the Company (which, in the case of any original
Purchaser, may be an undertaking by such Purchaser to so indemnify the
Company), or, in the case of mutilation, upon surrender and cancellation
thereof, the Company will issue a new certificate of like tenor for a number
of shares of Preferred Stock equal to the number of shares of such stock
represented by the certificate lost, stolen, destroyed or mutilated.
2.3 Limitation on Agreements
The Company will not enter into any agreement or instrument, or any
amendment, modification or supplement to any existing agreement or
instrument, which by its terms limits, restricts or prohibits the Company's
ability to pay dividends on the Preferred Stock.
