XXXXXX X. XXXXXXXX
President
October 9, 1995
RGP Holding, Inc. Xx. Xxxxxxx X. Xxxxxxxx
000 Xxxx Xxxxxx 0000 Xxxxxxxxxxx Xxxxxx
Bala Cynwyd, PA 19103 Philadelphia, PA 19103
Gentlemen:
This letter will amend the letter agreement dated September 20,
1993, as amended on March 11, 1994, between Xxxxxxx X. Xxxxxxxx,
RGP Holding, Inc. and Champion Parts, Inc. (the "Company) (the
"Agreement") relating to the election of directors of the
Company.
1. Paragraph 2 of the Agreement is deleted and the following
inserted in lieu thereof:
"The Company's board of directors will consist of nine
members. The 1995 Annual Meeting of Shareholders will be held
on November 16, 1995 or as soon thereafter as practicable. At
the 1995 Annual Meeting, the Board's nominees will be:
Xxxxxx X. Xxxxxxxx
Xxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Xxxx X. Xxxxxxxx
Xxxxx X. Xxxx
Xxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxxx."
Xxxxxx X. Xxxxxxxx, Xx. and Xxxxxx X. Xxxxxxxx have resigned as
directors. The vacancies created by their resignations will not
be filled at the 1995 Annual Meeting of Shareholders. If either
vacancy is intended to be filled in the future, it shall be
filled by a nominee selected by the Board (other than Xx.
Xxxxxxxx and Xx. Xxxx) and reasonably acceptable to Xx.
Xxxxxxxx.
If Xxxxxxxx and/or Xxxx is unable or unwilling to serve as a
director of the Company, then in filling the resulting vacancy
or in selecting replacement nominees, Xxxx and/or Xxxxxxxx shall
be replaced by a nominee selected by Xxxxxxxx or his executor or
administrator and reasonably acceptable to the Board.
3. The first sentence of paragraph 3 of the Agreement is hereby
modified to read as follows:
"In an election of directors, to the extent that other persons
vote Company Common Shares, in person or by proxy, for nominees
other than those referred to, or selected in accordance with,
paragraph 2 of the Agreement, as amended, the Company will cause
the holders of proxies solicited by the Board of Directors to
cumulate the votes they may cast for Xx. Xxxx before Xx.
Xxxxxxxx."
4. If for any reason the 1995 Annual Meeting of Shareholders is
held after November 21, 1995 and the by-laws of the Company are
not amended prior to such time to reduce the size of the Board
of Directors to seven members, then RGP Holding, Inc. and
Xxxxxxxx may elect to terminate this Agreement, such termination
to be effective immediately upon notice.
If you are in agreement with the terms of this Amendment,
please sign the enclosed copy of this letter and return it to
the Company.
Very truly yours,
CHAMPION PARTS, INC.
By:__/s/ Xxxxxx X. Xxxxxxxx___
Xxxxxx X. Xxxxxxxx, President
AGREED TO AND ACCEPTED THIS
_27th_ DAY OF OCTOBER, 1995.
__/s/ Xxxxxxx X. Xxxxxxxx____
Xxxxxxx X. Xxxxxxxx
RGP Holding, Inc.
By: __/s/ Xxxxxxx X. Xxxxxxxx__
Its:
