FIRST AMENDMENT TO THE PURCHASE AGREEMENT
FIRST AMENDMENT TO THE PURCHASE AGREEMENT (this "AMENDMENT"), dated as of
December 15, 2005, among Xxxxxx American Corp. ("XXXXXX"), Xxxxxx'x subsidiaries
listed on the signature pages hereto (the "GUARANTORS") and Bear, Xxxxxxx & Co.
Inc. and X.X. Xxxxxx Securities Inc. (each, an "INITIAL PURCHASER" and together,
the "INITIAL PURCHASERS").
W I T N E S S E T H
WHEREAS, CA Investment Corp., a Delaware corporation ("CAIC") has
heretofore executed and delivered to the Initial Purchasers the Purchase
Agreement (the "PURCHASE AGREEMENT"), dated as of December 8, 2005, between CAIC
and the Initial Purchasers, providing for the issuance and sale to the Initial
Purchasers by CAIC, the Company and the Guarantors of $175,000,000 in aggregate
principal amount of 11 3/4% Senior Notes due 2013;
WHEREAS, concurrently herewith, Target is being merged with and into CAIC
(the "MERGER"), with CAIC as the surviving company, to be renamed Xxxxxx
American Corp.; and
WHEREAS, the Purchase Agreement provides that Xxxxxx and the Guarantors
will agree to become bound by the Purchase Agreement pursuant to this Amendment;
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Xxxxxx, the
Guarantors and the Initial Purchasers mutually agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Purchase Agreement.
2. AGREEMENT TO ASSUME. Xxxxxx hereby acknowledges and agrees that,
pursuant to the Merger, it has assumed by operation of law all of the
obligations of CAIC under the Purchase Agreement and hereafter shall be deemed
to be "CAIC"(as defined in the Purchase Agreement) for all purposes under the
Purchase Agreement. Xxxxxx shall succeed to, and be substituted for, and may
exercise every right and power of CAIC under the Purchase Agreement with the
same effect as if Xxxxxx had been named as "CAIC" in the Purchase Agreement.
3. XXXXXX AGREEMENT TO BE BOUND. Xxxxxx hereby agrees that it is a party to
the Purchase Agreement and agrees to be bound by all of the obligations of the
"Company" (as defined in the Purchase Agreement) under the Purchase Agreement.
Xxxxxx hereby acknowledges and agrees to all of the agreements and covenants of
the "Company" contained in the Purchase Agreement and hereby makes all of the
representations and warranties of the "Company" contained in the Purchase
Agreement, in each case as provided in the Purchase Agreement. Xxxxxx may
exercise every right and power of the "Company" under the Purchase Agreement.
4. GUARANTORS AGREEMENT TO BE BOUND. Each Guarantor hereby agrees that it
is a party to the Purchase Agreement and agrees to be bound by all of the
obligations of a "Guarantor" (as defined in the Purchase Agreement) under the
Purchase Agreement. Each Guarantor hereby acknowledges and agrees to all of the
agreements and covenants of a "Guarantor" contained in the Purchase Agreement
and hereby makes all of the representations and warranties of the "Guarantors"
contained in the Purchase Agreement, in each case as provided in the Purchase
Agreement. Each Guarantor may exercise every right and power of a "Guarantor"
under the Purchase Agreement.
5. CONSTRUCTION. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK.
6. COUNTERPARTS. This Amendment may be executed in various counterparts,
which together shall constitute one and the same instrument.
7. CAPTIONS. The captions included in this Amendment are included solely
for convenience of reference and are not to be considered a part of this
Amendment.
8. RATIFICATION OF PURCHASE AGREEMENT. Except as expressly amended hereby,
the Purchase Agreement is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect.
This Amendment shall form a part of the Purchase Agreement for all purposes.
(Signature pages follow)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
XXXXXX AMERICAN CORP.
By: /s/ Xxxxx X. Xxxx, Xx.
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Name: Xxxxx X. Xxxx, Xx.
Title: Senior Vice President and
Chief Financial Officer
CORE SKILLS INC.
By: /s/ Xxxxx X. Xxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: Senior Vice President and
Chief Financial Officer
XXXXXX AMERICAN CHECKS, INC.
By: /s/ Xxxxx X. Xxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: Senior Vice President and
Chief Financial Officer
CHECKS IN THE MAIL, INC.
By: /s/ Xxxxx X. Xxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: Senior Vice President and
Chief Financial Officer
B(2)DIRECT, INC.
By: /s/ Xxxxx X. Xxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxx, Xx.
Title: Senior Vice President and
Chief Financial Officer
Accepted and agreed to as of
the date first above written:
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxx Xxxxxxxxx
--------------------------
Name: Xxxx Xxxxxxxxx
Title: Senior Managing Director
X.X. XXXXXX SECURITIES INC.
By: /s/ Xxxxxx Xxxxxx
--------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
[First Amendment to Purchase Agreement]
