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EXHIBIT 10.46
AMENDMENT TO OPTION AGREEMENT RE OPTION CLOSING DATE
This AMENDMENT TO OPTION AGREEMENT RE OPTION CLOSING DATE dated January
31, 2001 (the "Amendment") is made in reference to that certain Option Agreement
dated May 15, 1999, as amended (herein collectively the "Option Agreement"), by
and between Xxxxxx X. Xxxx and Xxxxxxxxx Xxxx, husband and wife, and the Cope
Family Trust dated September 12, 1972 (the "Trust") and Xxxxxx X. Xxxx in his
capacity as Trustee of the Trust (herein individually and collectively "Cope"),
on the one hand and Xxxxx X. Xxxxxx, an individual, and/or his designee or
assignee (herein collectively "Xxxxxx"), on the other hand.
R E C I T A L S
WHEREAS, the Option Agreement, Section 5, presently provides for the
Option Closing to be held on or before January 31, 2001, and the parties (for
consideration received which the parties hereby acknowledge and agree is
adequate and sufficient for such purposes) mutually desire and intend and hereby
do agree to extend such Option Closing to the date provided for herein below
(referred to herein as the "Option Closing Date");
WHEREAS, the parties have memorialized their understandings and
agreement regarding the extended Option Closing Date and as otherwise expressly
provided for in this Amendment;
A G R E E M E N T
NOW, THEREFORE, the undersigned parties intending to be legally bound
and obligated thereby, in consideration of the premises and otherwise, do hereby
agree as follows:
1. Recitals. The Recitals set forth above are hereby incorporated into
and made a part of this Amendment.
2. Option Closing Date. The Option Closing Date provided for and/or
referred to in Section 5 and elsewhere in the Agreement is hereby extended to
the earlier of (1) Monday, April 16, 2001 or (1) twenty (20) days following
(provided that such date falls on a business day and, if not, on the next
succeeding business day) the date upon which Cope and/or the Company provide
Xxxxxx with the last of the "due diligence" items and information
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referred to on the Schedule attached hereto and incorporated herein as Exhibit
A.
3. 2000 Year-End Financial Statements. Sections 10(B) and (C) and 11(F)
of the Agreement are hereby amended to include the Company's 2000 year-end
financial statements [except for delivery to Xxxxxx of the accountant's
(reliance authorization) letter covering such (unaudited) financial statements
as otherwise provided for in Section 11(F)]. At the Company's election, in its
sole discretion and judgment, such 2000 year-end financial statements may be
unaudited so as to expedite the Option Closing Date (as provided for in Exhibit
A hereto).
4. Continuation of Option Agreement. This Amendment is pursuant to and
in accordance with Section 21 of the Agreement. Defined terms used in the
Agreement, and appearing herein, are hereby adopted for purposes of this
Amendment. Except as expressly provided for in this Amendment, all terms and
conditions of the Option Agreement remain unchanged, in full force and effect
and operative and binding on the parties as provided for in the Option
Agreement.
IN WITNESS WHEREOF, the parties thereunto duly authorized have executed
this Agreement in Pomona, California effective as of the date first set forth
above.
("Cope")
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Xxxxxx X. Xxxx
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Xxxxxxxxx Xxxx
THE COPE FAMILY TRUST
By
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Xxxxxx X. Xxxx, Trustee
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("Xxxxxx")
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Xxxxx X. Xxxxxx
ACKNOWLEDGED AND AGREED
AUTO-GRAPHICS, INC.
(the "Company")
By
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Xxxxxxx X. Xxxxxx, President
By
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Xxxxxx X. Xxxxxxx, Secretary
cc: Xxxxxx X. Xxxxxxx, Esq.
Xxxx X. Xxxxxx, Esq.
Xxxxxx X. Xxxxx, Esq.
ACKNOWLEDGED
XXXXXX X. XXXXX, AS
THE ESCROW HOLDER
UNDER THAT CERTAIN ESCROW LETTER
AGREEMENT March 23, 2000
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By
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Xxxxxx X. Xxxxx, Esq.
SCHEDULE
1. 2000 Year-End Financial Statements (Unaudited);
2. 2001 Business Plan; and
3. Forecasts (including assumptions) by product group for 2001, 2002 and
2003, including cash flow and bank covenant compliance projections.
EXHIBIT A
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By
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Xxxxxx X. Xxxx, President
