1
Exhibit 2.1
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT is made as of the 16th day of December, 1997 by and
between Strategic Acquisition Partners, LLC, a Nevada limited liability company
("Purchaser") and Central Reserve Life Corporation, an Ohio corporation (the
"Company").
WHEREAS, the parties hereto are parties to that certain Stock Purchase
Agreement, dated as of November 26, 1997 (the "Purchase Agreement"); and
WHEREAS, the parties hereto desire to amend the Purchase Agreement to
increase the Termination Fee (as defined in the Purchase Agreement) to $950,000.
NOW THEREFORE, in consideration of the mutual promises and conditions
of this Amendment, and other good and valuable consideration, the parties hereto
agree as follows:
1. Section 7.5 of the Purchase Agreement is hereby amended and restated
in its entirety to read as follows:
"7.5. TERMINATION FEE. In the event that (a) a proposal with
respect to a transaction relating to the acquisition of a material portion of
the capital stock of the Company or any of the Company's Subsidiaries, its or
their assets or business, whether in whole or in part, whether directly or
indirectly, through purchase, merger, consolidation or otherwise (an
"Acquisition Transaction") is commenced by the Company, publicly proposed,
publicly disclosed or communicated to the Company or any representative or agent
thereof after the date of this Agreement and prior to the date of termination of
this Agreement, (b) this agreement is thereafter terminated by the Company
pursuant to Section 13.1(e), and (c) within six (6) months following such
termination an Acquisition Transaction is consummated or the Company enters into
an agreement relating thereto, then in any such event, the Company shall pay the
Purchaser $950,000.00 in same day funds (the "Termination Fee") plus
reimbursement of Purchaser's expenses incurred in connection with the
Transactions contemplated hereby, including, without limitation, all due
diligence expenses and expenses of counsel."
2. Except as specifically amended herein, the Purchase Agreement shall
remain in full force and effect.
3. This Amendment shall be governed by and construed in accordance with
the internal substantive laws of the State of Ohio applicable to contracts made
and to be performed wholly within said State.
4. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
2
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed as of the date first above written.
Strategic Acquisition Partners, LLC
By: /s/ Xxx Xxxxx
-------------------------------------
Its: Manager
-------------------------------------
Central Reserve Life Corporation
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Its: CFO
--------------------------------------
