Exhibit 10.4
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT dated December 31, 1998 by
and between XXXXXX X. XXXXXXXX, AS TRUSTEE OF THE XXXXXXXX XXXX TRUST, and ALBA
E. DEL XXXXX, AS TRUSTEE OF THE XXXXXXXX DEL XXXXX TRUST (hereinafter referred
to as "Seller"), XXXXXXXX CARIBBEAN CORPORATION (hereinafter referred to as
"Buyer") and HERITAGE INSURANCE COMPANY(CARIBBEAN), LIMITED (hereinafter
referred to as the "Corporation").
In consideration of the mutual promises made herein, and other good and valuable
consideration, receipt whereof is hereby acknowledged, the Stock Purchase
Agreement dated as of July 31, 1998 among the aforesaid parties is hereby
amended as follows.
I. Subsection 4(A) is hereby deleted and a new Subsection 4(A) and 4(B) is
nserted in its place as follows:
A. Buyer shall pay the Sellers One Million Two Hundred Fifty Thousand
Dollars ($1,250,000.00) as follows: (a) One Hundred Twenty-five Thousand Dollars
($125,000.00) to be paid by certified check or other immediately available funds
or wire transfer, at Closing; and (b) One Million One Hundred Twenty-five
Thousand Dollars ($1,125,000.00) to be paid no later than March 31, 1999, , with
interest thereon at the prime rate published in the Wall Street Journal on the
Closing Date. The payment due March 31, 1999 shall be evidenced by a note made
payable to Seller, dated the Closing Date, and shall be secured by a security
interest in favor of the Seller on all of the stock of the Corporation and
Guardian Insurance Company, Inc. The stock of the Corporation shall be held in
escrow by Xxxx Xxxxxxx, Esq. pursuant to the terms of an escrow agreement
satisfactory to Buyer and Seller, until payment in full of the note.
II. Subsection 5(B)(1) is hereby deleted and a new Subsection 5(B)(1) is
inserted in its place as follows:
(1) At the Closing the Seller shall deliver to Xxxx Xxxxxxx, Esq., the
Corporation Stock Certificates, and to the Buyer (or to the designated
wholly-owned subsidiary of the Buyer) all other items set forth in Section 6 and
Buyer shall deliver to Seller the Acquisition Shares as set forth in Section 4.
III. The first sentence of Section 6 is hereby deleted and a new first sentence
of Section 6 is inserted in its place as follows: The originals of all documents
set forth below shall be delivered by the Sellers or the Corporation to Buyer
(or to a designated wholly-owned subsidiary of Buyer) at the Closing except for
items B, C, D, G, H, K, O, and P, which shall be provided to Buyer at least ten
(10) business days before the Closing, and except for item A which shall be
delivered in escrow to Xxxx Xxxxxxx, Esq. at the Closing.
IV. Except as herein amended, all other terms and conditions of the Stock
Purchase Agreement remain in full force and effect according to their terms.
B. Recission of Transactions.
As provided in Section 8F hereof, Seller's obligation to close is
conditioned upon Buyer having simultaneously closed the transaction pursuant to
which it acquires the shares of stock (the "Guardian Stock") of Guardian
Insurance Company, Inc . ("Guardian").
The parties herein agree as follows:
(a) Upon payment of the Note by Buyer, Seller shall provide notice of
such fact immediately to the escrow agent and the escrow agent shall immediately
transfer the Corporation's stock and the Guardian Stock to Buyer;
(b) If Buyer defaults under the Note, Seller shall give written notice
of the default to the escrow agent and to Buyer. Buyer shall have thirty (30)
days to provide the escrow agent with notice that it disputes the existence of
the default, or that the default has been remedied. If Buyer fails to provide
such notice, then: (i) the transactions contemplated pursuant to this Stock
Purchase Agreement and the Guardian Stock Purchase Agreement shall be deemed
rescinded; (ii) the escrow agent will transfer the ownership of the
Corporation's Stock to Seller and of the Guardian Stock to Unlimited Holdings,
Inc.; (iii) the pledge agreement concerning Xxxxxxxx Caribbean Corporations
Stock referred to in Section 32D of the Guardian Stock Purchase Agreement shall
be terminated and the pledged Xxxxxxxx Caribbean Corporation's Stock shall be
delivered to Buyer; (iv) the Shareholders will retain the $125,000 payment
received at closing of the Heritage Stock Purchase Agreement; and (v) the
parties herein shall be released of any further liability or obligation of any
nature to each other under this Stock Purchase Agreement and/or under the
Heritage Stock Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
Stock Purchase Agreement on the date set forth above.
CORPORATION:
WITNESSES: HERITAGE INSURANCE COMPANY
(CARIBBEAN), LIMITED
/s/ Xxxxxx X. X'Xxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------- --------------------------------
Xxxxxxx X. Xxxxxxxx, President
[Seal]
/s/ Xxxxxxx XxXxxxxxx Attest: /s/ Ocavid Xxxxxxx,
_________________________ Secretary
SELLERS:
THE XXXXXXXX DEL XXXXX TRUST
/s/ Xxxxxx Xxxxx By: /s/ Alba E. Del Xxxxx
------------------------- ---------------------------------
Alba E. Del Xxxxx, Trustee
/s/ Xxxxxxx Xxxxxx Xxxxxxxxx [Seal]
-------------------------
THE XXXXXXXX XXXX TRUST
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxxx
------------------------- --------------------------------
Xxxxxx X. Xxxxxxxx, Trustee
/s/ Xxxxxxx Xxxxxx Xxxxxxxxx
-------------------------
BUYER:
XXXXXXXX CARIBBEAN CORPORATION
/s/ Xxxxxxx XxXxxxxxx By: /s / Xxxx X. de Jongh, Jr.
------------------------- ------------------------------
Xxxx X. de Jongh, Jr., President
/s/ Xxxxxx X. X'Xxxxx [Seal]
_________________________
Attest: /s/ Xxxxxxxxx X'Xxxxx
--------------------------------
Xxxxxxxxx X'Xxxxx, Secretary
