Exhibit (2)
ADDENDUM TO ASSET PURCHASE AGREEMENT
AMONG
NATIONAL RESEARCH CORPORATION,
HEALTHCARE RESEARCH SYSTEMS, LTD.
AND
THE MEMBERS OF HEALTHCARE RESEARCH SYSTEMS, LTD.
THIS ADDENDUM ("Addendum") is made and entered into as of this 23rd
day of October, 1998, by and among National Research Corporation, a Wisconsin
corporation ("Buyer"), Healthcare Research Systems, Ltd., an Ohio limited
liability company ("Company"), and all of the members of Company (individually,
"Member" and collectively, "Members").
WHEREAS, Buyer, Company and Members have entered into that certain
Asset Purchase Agreement, dated as of June 11, 1998 (the "Purchase Agreement");
WHEREAS, Buyer, Company and Members desire to supplement and amend the
Purchase Agreement in accordance with the terms set forth herein; and
WHEREAS, Section 12.6 of the Purchase Agreement provides that the
Purchase Agreement may be amended by the written agreement of Buyer, Company and
Members.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree to supplement and amend the Purchase
Agreement as follows:
1. Notwithstanding anything contained in Sections 2.1 or 2.2 of the
Purchase Agreement (or in any Schedules identified in such Sections 2.1 or 2.2
of the Purchase Agreement) to the contrary, the parties hereto agree that Buyer
or Company, as the case may be, will be responsible for and pay the Company's
accounts payable set forth under their respective names on Schedule A attached
hereto.
2. In settlement of all amounts payable under Sections 3.2.(c), 3.3
and 3.4 of the Purchase Agreement, Company is hereby delivering to Buyer a check
payable to the order of Buyer in the amount of $350,000.
3. Section 3.6.(a) of the Purchase Agreement shall be deleted in its
entirety.
4. Section 3.6.(b) of the Purchase Agreement shall be deleted in its
entirety and the following, which shall be reordered to become Section 3.6.(a),
shall be substituted therefor:
3.6.(a) Revenues Payment. On March 31, 1999, Buyer
shall deliver to Company an aggregate sum equal to $1,500,000
less the Company Revenues Difference (as hereinafter defined
in Section 3.6.(b)) and less the dollar amount, if any, of all
accounts receivable of Company as reflected on the Closing
Balance Sheet (net of the reserve shown on the Closing Balance
Sheet for doubtful accounts) that have not been collected by
Buyer pursuant to the provisions of Section 6.9 on or prior to
December 31, 1998, without interest (the "Revenues Payment").
Such amount, if any, shall be paid by delivery to Company of a
certified or bank cashier's check payable to the order of
Company or, at Company's option, by wire transfer of
immediately available funds to an account designated by
Company not less than 48 hours prior to the time for payment
specified herein.
5. Section 3.6.(c) of the Purchase Agreement shall be amended by
reordering such section to become Section 3.6.(b) and by adding the following
sentence after the current last sentence thereof:
Notwithstanding anything to the contrary in this Section 3.6,
the parties hereto agree that the Company Revenues Difference
shall be $350,000.
6. Section 3.6.(d) of the Purchase Agreement shall be deleted in its
entirety.
7. Section 3.6.(e) of the Purchase Agreement shall be deleted in its
entirety and the following, which shall be reordered to become Section 3.6.(c),
shall be substituted therefor:
3.6.(c) Anniversary Payment. On the first anniversary
of the Closing Date, Buyer shall deliver to Company the sum
equal to $1,500,000, without interest (the "Anniversary
Payment").
8. All references in the Purchase Agreement to Sections 3.6.(a) and
3.6.(d) shall hereafter be deleted and all references in the Purchase Agreement
to Sections 3.6.(b), 3.6.(c) and 3.6.(e) shall hereafter be to Sections 3.6.(a),
3.6.(b) and 3.6.(c), respectively.
9. Section 6.9 of the Purchase Agreement shall be amended by deleting
therefrom all references to "costs in excess of xxxxxxxx," "and costs in excess
of xxxxxxxx" and "and/or costs in excess of xxxxxxxx."
10. In settlement of the amounts due Buyer under the introductory
paragraph of Article 10 of the Purchase Agreement (i.e., to effectuate the
Closing as of the close of business on May 31, 1998), Company is hereby
delivering to Buyer a check payable to the order of Buyer in the amount of
$49,878.36.
11. New Section 12.12 of the Purchase Agreement shall be added to read
as follows:
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12.12. Certain Definitions. For purposes of this Agreement, the
following terms have the meanings set forth below:
"Buyer's Accountants" shall mean KPMG Peat Marwick LLP.
12. The references to the "Agreement," "hereof," "hereunder" or words
of like import in the Purchase Agreement shall be deemed, from and after the
date of this Addendum, to encompass the Purchase Agreement as amended and
supplemented by this Addendum.
13. Defined terms used and not defined in this Addendum shall have the
same meaning assigned to them in the Purchase Agreement.
14. Except as expressly supplemented and amended pursuant to this
Addendum, all of the terms, conditions and provisions of the Purchase Agreement
shall remain in full force and effect.
15. This Addendum may be executed in counterparts, each of which will
be deemed an original, but all of which together will constitute one and the
same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Addendum as
of the date and year first above written.
NATIONAL RESEARCH CORPORATION
("Buyer")
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: President and CEO
HEALTHCARE RESEARCH SYSTEMS, LTD.
("Company")
By: Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: President
MEMBERS:
/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx Xxxxxxxxx, as trustee of the
Xxxxx Xxxxxxxx 1995 Trust, established
under an agreement dated August 21, 1995
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