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AMENDMENT
This Amendment to a certain Right of First Offer Agreement made as of
August 4, 1994 by and between Xxxxx X. Xxxxx ("Xxxxx") and Xxxxx & Xxxxxxx
United, Inc. ("P&L") (the "Right of First Offer Agreement"), is made as of
November, 1995 by and between Xxxxx and P&L.
WHEREAS, this Amendment is being entered into in order to induce The
Xxxxxxx-Xxxxxxxx Company ("SW") to enter into a certain Agreement and Plan of
Merger, of even date herewith, among SW, P&L and SWACQ, Inc. ("Merger
Agreement").
NOW, THEREFORE, in consideration of the foregoing and the respective
agreements set forth herein and in the Merger Agreement, Xxxxx and P&L hereby
agree as follows:
Section 1. Section 2 of the Right of First Offer Agreement is hereby
amended and restated in full to read as follows:
Section 2. Termination of Right to Purchase. Xxxxx'x right of purchase
pursuant to this Agreement shall expire upon the earlier of (i) three years from
the date hereof, (ii) termination of the Shareholder Agreement dated February
25, 1994 by and among P&L, certain shareholders of UCI and certain shareholders
of P&L, and (iii) upon consummation of the Offer, as that term is defined in the
Merger Agreement, and the payment for all Shares, as that term is defined in the
Merger Agreement, tendered in response to the Offer and not withdrawn.
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Section 2. The Right of First Offer Agreement as so amended remains in
full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first referred to above.
XXXXX & XXXXXXX UNITED, INC.
/s/ XXXXX X. XXXXX
/s/ XXXXXX X. XXXXXXXXX
By___________________________ _________________________
President and Chief Xxxxx X. Xxxxx
Executive Officer
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