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Exhibit 10.36
AMENDMENT TO AMENDED AND RESTATED SHARE REDEMPTION
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AND PURCHASE AGREEMENT
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THIS AMENDMENT TO AMENDED AND RESTATED SHARE REDEMPTION AND PURCHASE
AGREEMENT (this "Agreement"), dated as of October 13, 1997, among Xxxxxx,
Xxxxxxxx & Associates, Inc., an Ohio corporation ("CCAI"), Xxxxxx Xxxxxxx
("Xxxxxxx"), and Xxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxxxx ("Xxxx Xxxxxxxx"), and
Xxxxxxx X. Xxxxxxxx (collectively, the "Management Shareholders") amends
Section 2(e) of the Amended and Restated Share Redemption and Purchase
Agreement, dated July 1, 1997 (the "Original Agreement").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. AMENDMENT TO SECTION 2(e). Section 2(e) of the Original Agreement
is hereby amended and restated in its entirety as follows:
"Upon the consummation of any Sale of the Company prior to June
30, 1998, CCAI shall pay Xxxxxxx an amount equal to an aggregate of
$200,000 in the same form of consideration as paid out in such sale at
the time of the closing of such sale. Upon consummation of any
Recapitalization prior to June 30, 1998, CCAI shall pay Xxxxxxx an
amount equal to an aggregate of $200,000 multiplied by a fraction
representing the aggregate fractional interest in CCAI purchased by any
third party investor(s) in such Recapitalization at the time of the
closing thereof."
2. CONTINUING EFFECTIVENESS OF ORIGINAL AGREEMENT. As amended hereby,
the Original Agreement is and shall remain in full force and effect in
accordance with its respective terms and conditions.
3. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
XXXXXX, XXXXXXXX & ASSOC., INC.
By: /s/ Xxxxx X. Xxxxxx
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Title: Secretary Treasurer
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
XXXXXX XXXXXXX
/s/ Xxxxxx Xxxxxxx
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