FIRST ADDENDUM TO STOCK PURCHASE AGREEMENT
AGREEMENT, made as of the 19th day of September, 1997, by and among
BCAM INTERNATIONAL, INC., a New York corporation with its principal place of
business at 0000 Xxxx Xxxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 ("Purchaser"),
Xxxxxxx Xxxxxxxx, residing at 000 X. Xxxxxxxx, Xxxxxxxxx, Xxxx 00000
("Xxxxxxxx") and Xxxxx Xxxxxx, residing at 000 X. Xxxxxxx Xxxx, Xxxxxx, Xxxx
00000 ("Shyjka" and together with Xxxxxxxx, the "Shareholders"). Purchaser and
Shareholders are sometimes collectively referred to herein as the "Parties."
WHEREAS, the Parties have previously executed a Stock Purchase
Agreement dated as of March 20, 1997 (the "Stock Purchase Agreement"); and
WHEREAS, the Parties wish to amend certain provisions contained in the
Stock Purchase Agreement.
NOW, THEREFORE, in consideration of the premises hereinafter contained,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1. Article 2.1 of the Stock Purchase Agreement is hereby deleted and
replaced in its entirety with the following new Article 2.1:
"2.1 Purchase Price. The purchase price ("Purchase Price") is
$4,582,000 of which Purchaser has heretofore delivered $50,000
to the Sellers as a down payment pursuant to two letter
agreements dated July 23, 1997, copies of which are annexed
hereto as Exhibit A. In consideration of the sale, assignment,
transfer and delivery of the Sellers Shares by the
Shareholders and all right, title and interest therein to
Purchaser, and in reliance upon the representations,
warranties, covenants and agreements made herein by the
Shareholders to Purchaser, Purchaser agrees to pay to
Shareholders at Closing the balance of the purchase price of
Four Million Five-Hundred Thirty-Two Thousand ($4,532,000)
Dollars, as follows:
(a) to deliver to Shareholders the sum of Three Million Eight
Hundred Thirty-Two Thousand ($3,832,,000) Dollars ("Cash
Purchase Price") by wire transfer;
(b) to deliver to Xxxxxxxx the additional sum of Three-Hundred
Thousand ($300,000) Dollars in the form of Three Hundred
Seventy-Five Thousand (375,000) shares of common stock, $.01
per share par value ("Xxxxxxxx Common Shares") of the
Purchaser;
(c) to deliver to each of the Shareholders a promissory note
(collectively, the Notes") in the face amount of Two Hundred
Thousand ($200,000) Dollars (total Four Hundred Thousand
($400,000) Dollars) in the form annexed hereto as Exhibit B."
2. Article 2.2 of the Stock Purchase Agreement is hereby deleted in its
entirety.
3. Article 3 of the Stock Purchase Agreement is hereby amended by
replacing "March 28, 1997" with "September 19, 1997."
4. Article 4.1 of the Stock Purchase Agreement is hereby amended
to add subparagraph "(1)" as follows:
"(1) the agreement described in Section 7.3 hereof."
5. Articles 4.2(a), (b), (c) and (j) of the Stock Purchase Agreement
are hereby deleted and replaced in their entirety with the following new
Articles: 4.2(a), (b) and (c):
"4.2 Obligations of Purchaser at Closing. At Closing,
Purchaser shall deliver, or cause to be delivered, to
Shareholders, the following:
(a) the sum of One Million Nine Hundred Sixteen
Thousand ($1,916,000) Dollars to Xxxxxxxx by wire transfer
[subject to Inventory Adjustment and Income Tax Adjustment;]
(b) the sum of One Million Nine Hundred Sixteen
Thousand ($1,916,000) Dollars to Shyjka by wire transfer
[subject to Inventory Adjustment and Income Tax Adjustment;]
(c) the Notes each in the face amount of Two Hundred Thousand
($200,000) Dollars;"
(j) a certificate, dated the Closing Date, of the Secretary of
Drew certifying as true and correct, the resolutions adopted
by the Board of Directors of Drew approving the execution and
delivery of the Xxxxxxxx Employment Agreement, the Shyjka
Employment Agreement, the Xxxxxx Employment Agreement, the
Recchi Employment, (the latter two of said agreements are
described in subsection 8.1(j) hereof; and"
6. Article 5.8(a) of the Stock Purchase Agreement is hereby deleted and
replaced in its entirety as follows:
"5.8 Financial Statements,
(a) The Shareholders have previously delivered to Purchaser
copies of the following financial statements of Drew
(collectively, the "Financial Statements"): (I) balance sheets
dated as at December 31, 1993, December 31, 1994, December 31,
1995 and December 31, 1996 and the related statements of
income and cash flow for the respective twelve (12) months
then ended, all of which have been audited by Deloitte &
Touche LLP, Drew's independent auditors, and (ii) unaudited
balance sheet ("Unaudited Balance sheet") as at July 31, 1997
(the "Balance Sheet Date") and unaudited statements of income
for the seven (7) months then ended. Each of the said balance
sheets is hereafter called "Balance Sheet." The Financial
Statements correctly and completely in all material respects
reflect Drew's books and records, fairly present the financial
position and results of operations of Drew as of the dates and
for the periods indicated and have been prepared in accordance
with generally accepted accounting principles ("GAAP") applied
on a consistent basis."
7. Article 5.20(a) of the Stock Purchase Agreement is hereby amended by
deleting and replacing the first sentence of Subparagraph (a) as follows:
"(a) Shareholders have heretofore delivered to Purchaser true,
complete and correct copies of all Federal, state and local
tax returns filed by Drew for each of the four (4) immediately
preceding taxable years of Drew ended December 31, 1996, any
statement of audit adjustments applicable thereto and all
Federal, state and local returns or estimated taxes filed
during 1996 and 1997."
8. Article 5.20(b) of the Stock Purchase Agreement is amended to
delete "1995" and replace with "1996."
9. Article 7.1(d) of the Stock Purchase Agreement is amended to include
the following sentence:
"The Selling Shareholders acknowledge and agree that Drew has
not made and is not obligated to make a distribution under
Section 7.1(d) of the Agreement."
10. Article 7.1(j) of the Stock Purchase Agreement is amended by
deleting the duplicate language "state, local, foreign" and is further amended
to replace "extension or time" with "extension of time."
11. Article 7.1(p) of the Stock Purchase Agreement is amended by
replacing the date "March 28, 1997" with "September 19, 1997."
12. Article 7.3 of the Stock Purchase Agreement is hereby amended by
replacing "five (5) years' with "three (3) years."
Article 7.3 of the Stock Purchase Agreement is further amended by
deleting the last sentence and replacing with:
"All vested benefits to Xxxxx Xxxxxx have been paid in full."
13. Article 8.1(c) of the Stock Purchase Agreement is amended by
replace "Drew" with "Purchaser."
14. Article 8.1(i) of the Stock Purchase Agreement is hereby deleted in
its entirety.
15. Article 8(j) of the Stock Purchase Agreement is hereby deleted and
replaced in its entirety as follows:
"(j) Drew shall have entered into employment
agreements in form and substance satisfactory to
Purchaser with Xxxxx X. Xxxxxx and Xxxx Xxxxxx, who are
currently employed by Drew."
16. Article 8.2(f) is hereby deleted in its entirety.
17. Article 8.2(h) of the Stock Purchase Agreement is amended
by replacing $911,712" with "$845,055."
18. Article 10.1 of the Stock Purchase Agreement is hereby amended to
add the following sentence:
"Any fees in excess of the aforesaid amounts shall not fall
under the limitation of liability set forth in Article 9.3
hereof."
19. At the Closing, documentation shall be executed by Purchaser
evidencing that Xxxxxxxx and Shyjka shall become the beneficiaries of certain
life insurance policies held in the name of certain debenture holders referenced
in Article 8.2(h) of the Stock Purchase Agreement to the extent of amounts due
and payable to each of Xxxxxxxx and Shyjka under the Notes.
20. Capitalized terms contained herein and not otherwise defined herein
shall have the meanings ascribed to such terms in the Stock Purchase Agreement.
21. All terms and conditions contained in the Stock Purchase Agreement
and not otherwise modified herein shall continue to remain in full force and
effect in each and every respect.
22. This Addendum shall be governed by and construed in accordance with
the laws of Ohio, without giving effect to choice of law principles.
IN WITNESS WHEREOF, the undersigned have executed this
Addendum as of the date first written above herein.
BCAM INTERNATIONAL, INC.
By: \s\ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, President
\s\ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
\s\ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
