XXXXXXX HILLS LTD., INC.
00 X. XX. XXXXXXXX
XXXXXXXXXX, XX 00000
February 17, 2000
Keynote Acquisition Corporation
0000 X Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
-and-
TPG Capital Corporation
0000 X Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
Re: Agreement and Plan of Reorganization
Gentlemen:
We refer you to the above referenced agreement (the "Agreement") which was
executed by us on January 27, 2000, but not accepted and executed by you until
the date of this letter. Capitalized terms used in this letter shall have the
meanings assigned to them in the Agreement, unless otherwise defined herein.
The parties hereby agree to amend the Agreement as follows:
Section 15.11 of the Agreement is amended to read as follows:
"15.11 Effective Date. The effective date of this Agreement shall be
February 23, 2000."
Except as modified by this amendment, all other provisions of the Agreement
shall remain in full force and effect.
Please sign and date this amendment in the spaces provided on the following
page to confirm our mutual understandings and agreements as set forth in this
letter and return a singed copy to the undersigned.
Very truly yours,
XXXXXXX HILLS LTD., INC.
By: /s/ XXXX X. XXXXXXXXXXX
-----------------------
Xxxx X. Xxxxxxxxxxx
Page 2 to Letter Amendment to Agreement and Plan of Reorganization
Acknowledged and Agreed to:
TPG CAPITAL CORPORATION
By: /s/ XXXXX X. XXXXXXX
---------------------------------
Xxxxx X. Xxxxxxx, President
2/23/2000
Date:
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KEYNOTE ACQUISITION CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx, President
2/23/2000
Date:
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