AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
Amendment No.1 ("Amendment No. 1"), dated as of July 14, 2000,
amending the Stock Purchase Agreement, dated as of June 16, 2000 (the
"Agreement"), by and between Xxxxxxx Overseas Holdings S.A., a company organized
under the laws of Luxembourg (the "Seller"), and RH Financial Corporation, a
Nevada corporation (the "Buyer").
WHEREAS, in accordance with Section 8.11 of the Agreement, the parties
hereto desire to amend the Agreement to clarify the parties agreement that the
Seller agrees to indemnify the Buyer for certain excess amounts in respect of
worker's compensation and pension liabilities in connection with the former
Carriage House employees.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used herein and not otherwise
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defined herein shall have the meaning provided therefor in the Agreement.
2. Amendment to Agreement. The Agreement is hereby amended as
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set forth in this Section 2:
The third sentence of Section 4.20 of the Agreement is hereby
amended to read in its entirety as follows:
"To the extent the Buyer is required to make any payments
pursuant to this Section 4.20 which, in the aggregate, exceed the amount
reserved therefore in the certificate setting forth the Closing Net Working
Capital, the Seller agrees to indemnify the Buyer for such excess amounts
without regard to the provisions of Section 7.2(b)."
3. Miscellaneous. Except as expressly amended hereby, the terms
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and conditions of the Agreement shall continue in full force and effect. This
Amendment No. 1 is limited precisely as written and shall not be deemed to be an
amendment to any other term or condition of the Agreement or any of the
documents referred to therein. Wherever "Agreement" is referred to in the
Agreement or in any other agreements, documents and instruments, such reference
shall be to the Agreement as amended hereby.
4. Counterparts. This Amendment No. 1 may be executed in any
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number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
5. Governing Law. This Amendment No. 1 shall be governed by, and
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construed in accordance with, the laws of the State of New York without regard
to the conflict of laws rules thereof.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this
Amendment No. 1 to be executed as of the date first written above by their
respective officers thereunto duly authorized.
SELLER:
XXXXXXX OVERSEAS HOLDINGS S.A.
By:________________________________
Name:
Title:
BUYER:
RH FINANCIAL CORPORATION
By:_________________________________
Name:
Title:
