FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment dated as of November 7, 1996 to that certain
Purchase Agreement among Xxxxx Outdoor Advertising Limited Partnership
("Buyer"), Xxxxx X. XxXxxxxx ("XxXxxxxx") and Xxxxxxx Outdoor Advertising
Acquisition Co., L.P., ("Xxxxxxx") dated as of October 25, 1996 ("Purchase
Agreement"). All capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement.
WHEREAS, the parties hereto have agreed to amend the Purchase Agreement to
reflect XxXxxxxx'x contribution of the Company Shares to Xxxxxxx as part of the
Reorganization;
NOW, THEREFORE, in consideration of the premises and mutual promises herein
made, the Parties agree as follows:
1. Reorganization. For all purposes of the Purchase Agreement, the term
"Reorganization" shall mean, in addition to those matters described as such in
the Purchase Agreement, the subsequent contribution by XxXxxxxx of the Company
Shares to Xxxxxxx and its general partner, Xxxxxxx Outdoor Advertising
Acquisition Co., Inc. ("GP"), and the contribution by the GP of the Company
Shares so received to Xxxxxxx so that, upon the completion of the Reorganization
and prior to the Closing, all the Company Shares shall be owned by Xxxxxxx.
2. Sale of Company Shares. Notwithstanding anything to the contrary in
the Purchase Agreement, the Company Shares shall be sold to Buyer by Xxxxxxx,
all representations, warranties, covenants and agreements of XxXxxxxx under the
Purchase Agreement shall be representations, warranties, covenants and
agreements of Xxxxxxx only, and XxXxxxxx individually shall no longer be a party
to the Purchase Agreement. Accordingly, all references to the term "XxXxxxxx"
in Sections 2 through 10 of the Purchase Agreement shall be replaced by the term
"Xxxxxxx" and all references to the term "Sellers" throughout the Purchase
Agreement shall be replaced by the term "Seller" and appropriate grammatical
changes made to reflect the amendment of the term from plural to singular;
provided, however, that the following sections of the Purchase Agreement are
specifically amended as follows:
(a) In (S)1, the following definitions shall each be amended in its
entirety to read as follows:
"XxXxxxxx" means Xxxxx X. XxXxxxxx.
"Seller" means Xxxxxxx.
(b) The text of (S)3(a)(v) is amended in its entirety to read as
follows:
Except for a pledge of the Company Shares to CIBC,
XxXxxxxx has as of the date
hereof, and Xxxxxxx will have as of the Closing Date, good title
to the Company Shares, free and clear of all Security Interests.
(c) The second sentence of (S)4(b) is amended in its entirety to read
as follows:
All of the issued and outstanding Company Shares have
been duly authorized, are validly issued, fully paid and
nonassessable, and are held of record by XxXxxxxx as of the date
hereof and will be held of record by Xxxxxxx as of the Closing
Date.
(d) The text of (S)7(a)(vi) shall be deleted in its entirety and the
section marked "intentionally omitted."
(e) The text of (S)10(a) shall be deleted in its entirety and the
section marked "intentionally omitted."
(f) The requirement to send a notice to XxXxxxxx individually in
(S)10(i) shall be deleted from such section.
(g) Exhibit B and C are replaced in their entirety by the Exhibits B
and C attached hereto.
3. Schedule of Working Capital. The parties agree that, notwithstanding
anything to the contrary in (S)2(a)(ii) of the Purchase Agreement regarding the
preparation of the Schedule of Working Capital of the Division of Closing
("Schedule of Working Capital"), the Schedule of Working Capital attached hereto
shall serve as the Schedule of Working Capital for all purposes of the Purchase
Agreement. The parties acknowledge (i) that such Schedule has been prepared as
of October 31, 1996, rather than the Closing Date, with only those items
expressly noted thereon as having been prorated through the Closing Date; (ii)
that all accounts receivable currently in collection have been excluded
therefrom and will be Excluded Assets under the Purchase Agreement and (iii)
that certain amounts historically accounted for as prepaid expenses have been
excluded from the current assets reflected on such Schedule.
4. Accounts Receivable. Xxxxxxx agrees to promptly remit to Buyer any
and all payments received by Xxxxxxx for accounts receivable reflected on the
Schedule of Working Capital. The parties agree that Matthew's obligation
pursuant to this paragraph is not subject to the $50,000 aggregate deductible
described in (S)8(b)(i) of the Purchase Agreement.
5. GMAC Financing Agreement. The parties agree that in lieu of obtaining
consent to the assignment of the GMAC financing agreement listed on Exhibit C
for the 1995 Toyota Corolla (Beige), Buyer shall prepay the amount due under
such agreement and
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Xxxxxxx shall promptly assign the title to the vehicle to Buyer as soon as it is
released by GMAC.
6. No Further Amendment. Except as expressly amended or modified herein,
the Purchase Agreement remains in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the date first above written.
XXXXX OUTDOOR ADVERTISING
LIMITED PARTNERSHIP
By Its Managing General Partner,
Xxxxx Outdoor Advertising, Inc.
/s/ Xxx Xxxxxx
By:
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Xxx Xxxxxx
Name:
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Vice President
Title:
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XXXXXXX OUTDOOR ADVERTISING
ACQUISITION CO., L.P.
By its General Partner,
Xxxxxxx Outdoor Advertising
Acquisition Co., Inc.
/s/ Xxxxx X. XxXxxxxx
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Xxxxx X. XxXxxxxx, President
The undersigned enters into this Amendment only for the purposes of evidencing
the undersigned's agreement to, and only to the extent the Amendment provides
for, the undersigned's removal as a party to the Purchase Agreement.
/s/ Xxxxx X. XxXxxxxx
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Xxxxx X. XxXxxxxx
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