AMENDMENT NO. 1 TO STOCKHOLDER ESCROW AGREEMENT
This is Amendment No. 1 dated as of October 4, 1995 ("Amendment No. 1") to
the Stockholder Escrow Agreement dated as of September 19, 1995 by and among the
persons listed on Schedule A thereto ("Stockholder"), B & L Acquisition
Corporation ("Purchaser") and LaSalle National Trust, N.A., as escrow agent (the
"Escrow Agent").
WHEREAS, Stockholder, Purchaser and Escrow Agent are parties to the
Stockholder Escrow Agreement dated as of September 19, 1995 (the "Escrow
Agreement"); and
WHEREAS, Purchaser and Stockholder have entered into Amendment No. 1 dated
as of October 4, 1995 to the Stock Option Agreement dated as of September 16,
1995 and, pursuant thereto, an Amended Stock Option Agreement dated as of
October 4, 1995, and wish to conform the Escrow Agreement thereto;
NOW THEREFORE, the parties hereto agree as follows:
(1) The definition of "Option Agreement" in Recital A to, and throughout,
the Escrow Agreement hereby is amended to refer to the "Amended Stock
Option Agreement dated as of October 4, 1995."
(2) The Escrow Agent acknowledges receipt of 33,328 and 25,450 Shares,
respectively, from Xxxxxxx X. Xxxxxxxxx as Trustee of the Xxxxxxx X.
Xxxxxxxxx Trust dated May 11, 1989 and Xxxxx X. Xxxxxxxxx, as Trustee
of the Xxxxx X. Xxxxxxxxx Trust dated May 11, 1989 (collectively, the
"Xxxxxxxxx Shares").
(3) The Escrow Agent acknowledges that prior to October 4, 1995 it
delivered to Xx. Xxxxxxx X. Xxxxxx his 58,678 Shares placed in escrow
by him pending receipt by the Escrow Agent of the Xxxxxxxxx Shares.
(4) The Escrow Agent shall re-issue the share certificate of the
Stockholder that it is now holding in escrow pursuant to the Escrow
Agreement (referred to as the "Option Shares Certificate" in the
Escrow Agreement) so as to set forth thereon the legends set forth in
Exhibit 1 hereto.
(5) Except as specifically provided otherwise in this Amendment No. 1, the
parties hereby confirm all the terms and provisions of the Escrow
Agreement.
(6) This Amendment No. 1 may be executed in counterparts, each of which
shall be deemed to be an original, but all of which shall constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Stockholder Escrow Agreement dated as of September 19, 1995 to be executed and
delivered on the date first written above.
B & L ACQUISITION CORPORATION
By
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Title
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Name
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STOCKHOLDER
By
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ESCROW AGENT
By
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Title
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Name
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EXHIBIT 1
THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE
PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AND IN
RELIANCE UPON THE HOLDER'S REPRESENTATION THAT SUCH SECURITIES WERE BEING
ACQUIRED FOR INVESTMENT AND NOT FOR RESALE. NO TRANSFER OF SUCH SECURITIES
MAY BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH TRANSFER MAY PROPERLY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 OR THAT SUCH SECURITIES
HAVE BEEN SO REGISTERED UNDER A REGISTRATION STATEMENT WHICH IS IN EFFECT AT
THE DATE OF SUCH TRANSFER.
THIS CERTIFICATE AND THE SHARES OF STOCK EVIDENCED HEREBY ARE SUBJECT TO THE
TERMS AND CONDITIONS OF A CERTAIN RIGHT OF FIRST REFUSAL AND STANDSTILL
AGREEMENT DATED AS OF MAY 11, 1990, BY AND AMONG THE COMPANY AND CERTAIN OF
THE SHAREHOLDERS THEREOF, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE
OF THE COMPANY, REFERENCE TO ALL THE TERMS AND CONDITIONS THEREOF BEING
HEREBY MADE, AND NO SALE, TRANSFER, ENCUMBRANCE, OR OTHER DISPOSITION OF THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY BE EFFECTED EXCEPT
PURSUANT TO THE TERMS AND CONDITIONS OF SAID AGREEMENT.
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN
AMENDED STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 4, 1995, WITH B & L
ACQUISITION CORPORATION AND BRW STEEL CORPORATION.
