AMENDMENT NO. 2
TO
STOCK PURCHASE AGREEMENT
Relating to the Acquisition of
Xxxxxxxx Construction Co.
and
T. Sisters Leasing, L.L. C.
by
Xxxxxxxx Corporation
THIS AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT is made and entered
into this 13th day of August 1998 by and among Xxxxxxxx Construction Co., a
corporation organized under the laws of Texas, ("Xxxxxxxx"), T. Sisters Leasing,
L. L. C., a Texas limited liability company ("Sisters"), the individuals or
entities listed on the signature page hereto ("Stockholders") being the owners
of all the issued and outstanding shares of capital stock of Xxxxxxxx and
Membership Interests of Sisters and Xxxxxxxx Corporation("Newco"), a Texas
corporation.
RECITALS:
A. The parties hereto entered into a Stock Purchase Agreement
dated May 16, 1998 (the "Agreement") for the purchase of all
of the outstanding common stock of Xxxxxxxx and all of the
membership interests in Sisters by Newco and an Amendment to
Stock Purchase Agreement of even date thereto (the "Amendment
to Agreement") to delete the purchase of Sisters from the
Agreement, and
B. The parties now desire to reconfirm the purchase of the
membership interests in Sisters in the purchase provided for
in the Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereby agree as follows:
1. The Amendment to Agreement between the parties hereto
effective May 16, 1998 is hereby terminated and agreed to be
of no effect. The Agreement between the parties is hereby
reinstated to include the purchase of the Sisters membership
interests in the purchase provided for in the Agreement for no
additional consideration as if said purchase had never been
deleted.
IN WITNESS WHEREOF, this Amendment No. 2 to Stock Purchase Agreement
has been executed this 14th day of August 1998.
Xxxxxxxx Corporation
By:/s/ Xxxxx Xxxxx
Xxxxx Xxxxx, Senior Vice President
T. Sisters Leasing , L. L. C. Xxxxxxxx Construction Co.
By: s/ Xxx Xxxxxxxx By:/s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx, Manager Xxx Xxxxxxxx, President
Xxxxxxxx Construction Co. Stockholders:
s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx H. C. Stock, Ltd.
By Western Sunset Estates, Inc.
General Partner
Xxxxxxxx Construction Co.
Employee Stock Ownership Plan By: s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx, President
By:_ s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx, Trustee
Xxxxxxxx Charitable Remainder Trust
By: s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx, Trustee
T. Sisters Leasing L. L. C. Members
Lakwest Ltd.
By: Western Sunset Estates, Inc.
General Partner
By: s/ Xxx Xxxxxxxx s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx, President Xxx Xxxxxxxx
