AMENDMENT TO Stockholders’ Agreement
Exhibit
10.91.2
AMENDMENT
TO
U.S.
Facilities, Inc.
THIS
AMENDMENT is to the STOCKHOLDERS’ AGREEMENT (the “Agreement”) dated as of the
31st
day of May, 2000 by and among U.S. Facilities, Inc., A Delaware corporation (the
“Company”) and those persons whose names and addresses are listed on Schedule A
attached to the Agreement (each a “Stockholder” and
collectively, the “Stockholders.”)
RECITALS
WHEREAS, Section 2.6, the Push-Pull
Provision of the Agreement, gives Stockholders who own forty percent
(40%) of the issued and outstanding securities of the Company the power to
compel all Stockholders of the Company to dispose of their interest in the
Company in accordance with the terms and conditions of the Agreement;
and
WHEREAS, the Stockholders and the
Company believe it is in their common interest to amend the Agreement by
deleting Section 2.6 of the Agreement.
NOW THEREFORE, the Company and the
Stockholders, in consideration of the foregoing and intending to be legally
bound hereby agree as follows:
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1.
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Section
2.6 of the Agreement is hereby deleted in its
entirety.
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2.
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Section
2.7 of the Agreement is hereby amended to delete the reference to Section
2.6, with the balance of Section 2.7 remaining in full force and effect;
and
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3.
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Except
as specifically set forth in this AMENDMENT, the terms and conditions of
the Agreement shall remain unchanged and in full force and effect;
provided that each reference to the Agreement shall hereinafter refer to
the Agreement as amended by this
AMENDMENT.
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IN
WITNESS WHEREOF, this AMENDMENT has been executed by and between each of the
parties hereto as of the date first above written.
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U.S.
FACILITIES, INC.
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/s/ Xxxxx
Xxxxxxxxxxx
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By:
/s/ Xxxxx
Xxxxxxxxxxx
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Xxxxx
X. Xxxxxxxxxxx
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Title:
President and CEO
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/s/ Xxxxxx X.
Xxxxxxx
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Xxxxxx
X. Xxxxxxx
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By:
/s/ Xxxxxx X.
Xxxx
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/s/ Xxxxxx
Xxxxxxx
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Title
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Xxxxxx
X. Xxxxxxx
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