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EXHIBIT 4
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AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made
and entered into as of January 9,1997 by and among Crown NorthCorp, Inc., a
Delaware corporation ("Crown"), CNC/DUS Newco, Inc., a Delaware corporation
("Newco"), Reinlein/Xxxxxx/XxXxx Holding Corporation, a Missouri corporation
("Holding"), R/L/M Employee Benefit Corporation, a Missouri corporation
("Benefit"), Xxxx X. Xxxxxxxx ("Reinlein"), Xxxxxx X. Xxxxxx ("Xxxxxx") and Xxxx
X. XxXxx, both individually and in his capacity as trustee under a certain trust
agreement dated July 20, 1993 ("XxXxx"). Reinlein, Xxxxxx and XxXxx are
sometimes referred to collectively as the "Stockholders."
BACKGROUND INFORMATION
A. The parties hereto have entered into a certain Stock Purchase
Agreement dated as of May 22, 1996 (the "Agreement"). All capitalized terms not
specifically defined herein have the meanings ascribed to them in the Agreement.
B. The parties hereto want to enter into this Amendment to modify
certain of the provisions, terms or conditions of the Agreement.
THEREFORE, the parties agree as follows:
STATEMENT OF AGREEMENT
1. The Purchase Price, as set forth in Sections 2.01 and 2.04 of the
Agreement, is hereby changed to $1,129,350.96. The cash at Closing, as set forth
in Section 2.04(b) of the Agreement, is hereby changed to $879,350.96.
2. The Closing Date, as set forth in Sections 2.03 and 7.09(a)(i)(B) of
the Agreement, is hereby changed to January 9, 1997.
3. The date set forth in both Section 2.04(d)(ii) of the Agreement and
Paragraph 6 of the escrow agreement appearing as Exhibit A to the Agreement is
hereby changed to December 31, 2000.
4. The date set forth in Sections 3.02(d) and 4.02(e) of the Agreement
is hereby changed to December 31, 1996. In Section 4.02(d) of the Agreement, the
phrase "three months ended March 31, 1996" is hereby deleted and the phrase
"twelve months ended December 31, 1996" is hereby inserted in its place.
5. Schedules 2.04 and 5.01 attached hereto and made a part hereof
supersede and
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replace those same schedules appearing in the Agreement.
6. Except as expressly modified by this Amendment, each and every
provision of the Agreement is and remains in full force and effect.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the day and year first above written.
CROWN NORTHCORP, INC.
By: /s/
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Name: Xxxxxx X. Xxxxx
Title: Chairman and Chief Executive Officer
CNC/DUS NEWCO, INC.
By: /s/
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Name: Xxxxxx X. Xxxxx
Title: Chairman and Chief Executive Officer
REINLEIN/XXXXXX/XXXXX HOLDING CORPORATION
By: /s/
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Name: Xxxx X. Xxxxxxxx
Title: President
R/L/M EMPLOYEE BENEFIT CORPORATION
By: /s/
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Name: Xxxx X. Xxxxxxxx
Title: President
[Signatures continued on next page]
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/s/
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XXXX X. XXXXXXXX
/s/
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XXXXXX X. XXXXXX
/s/
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XXXX X. XXXXX
/s/
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XXXX X. XXXXX, TRUSTEE
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