1
EXHIBIT 2.5
AMENDMENT NO. 1 TO INTEREST PURCHASE AGREEMENT
Pursuant to Section 11.2 of the Interest Purchase Agreement (the
"Agreement"), dated as of February 13, 2001, by and among Ameritrade Holding
Corporation, a Delaware corporation, Fortradecast L Partners, L.P., a Texas
limited partnership, and Fortradecast S Partners, L.P., a Texas limited
partnership, and in consideration of the mutual promises made in the Agreement
and this Amendment, the parties thereto agree that the terms of the Agreement
are amended as set forth herein.
1. Section 2.2(d) of the Agreement is hereby amended by adding the
phrase "any amounts necessary to satisfy any claims theretofore
asserted by any Purchaser Indemnified Party pursuant to Article X
and resolved pursuant to the provisions thereof and" immediately
prior to the phrase "any amounts deemed by Purchaser and the Sellers
Representative reasonably necessary..." and by adding the phrase
"delivered to Sellers and Stockholders" immediately prior to the
phrase "from (B) the Earn-Out Shares".
2. Section 6.4 of the Agreement is hereby amended by adding the phrase
"and on Schedule 4.3" after the phrase "and marked with an
asterisk".
3. Section 7.4 of the Agreement is hereby amended by adding the phrase
"and Purchaser shall have received all consents and approvals set
forth on Schedule 4.3" after the phrase "and marked with an
asterisk."
4. Section 9.1(b) of the Agreement is hereby amended by deleting the
date "March 30, 2001" and replacing it with the date "April 2,
2001."
5. All capitalized terms used herein and not defined in this Amendment
shall have the same meaning as set forth in the Agreement.
6. The provisions of the Agreement, as amended hereby, shall remain in
full force and effect in accordance with its terms.
7. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Delaware without giving effect to
the principles of conflicts of law thereof.
8. This Amendment may be executed in two or more counterparts, each of
which shall for all purposes be deemed to be an original and all of
which shall constitute the same instrument.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Purchase Agreement to be executed and delivered on this 30th day of
March, 2001.
AMERITRADE HOLDING CORPORATION
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name:
Title:
FORTRADECAST L PARTNERS, L.P.
By: KCE, L.P.
-------------------------------------
Its: General Partner
By: KCE Genpar, LLC
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------------
Name:
Title:
FORTRADECAST S PARTNERS, L.P.
By: Carmel Land & Cattle Co., L.P.
-------------------------------------
Its: General Partner
By: Carmel Genpar, LLC
Its: General Partner
By: /s/ Xxxxxxx X. Xxxxxxx, Xx.
----------------------------
Name:
Title:
