EXHIBIT 10.4
FIRST AMENDMENT TO ASSET
PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment") is made
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and entered into as of June 21, 1997 by and among XXXXXX HOLDINGS, INC.
("Buyer"), SECURITY TELECOM CORPORATION ("Seller") and XXXXXXX X. XXXXXX
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("Principal").
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W I T N E S S E T H:
WHEREAS, Buyer, Seller and Principal have entered into an Asset Purchase
Agreement (the "Asset Purchase Agreement") dated as of May 9, 1997, pursuant to
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which Buyer has agreed to purchase from Seller all of the Company Assets for the
Purchase Price set forth therein (unless the context otherwise requires, all
capitalized terms utilized herein shall have the meanings ascribed to them in
the Asset Purchase Agreement);
WHEREAS, the parties desire to amend the Asset Purchase Agreement in
certain respects as more specifically set forth herein.
NOW THEREFORE, in consideration of the foregoing and the mutual promises
and undertakings set forth herein and in the Asset Purchase Agreement, the
parties hereby agree as follows:
1. The parties have agreed to revise the Purchase Price by (a)
eliminating the Subordination STC Note and the STC Subordinated Note
Agreement,(b) decreasing the cash portion of the Purchase Price to be paid at
closing by $1,500,000 and (c) providing that Buyer shall issue 900 shares of
Buyer's Class A Common Stock to Seller. Accordingly, the Asset Purchase
Agreement is hereby amended by deleting all references therein to the
Subordinated STC Note and the STC Subordinated Note Agreement, by changing the
$12,650,000 figure in Section 2.2(a)(i) to $11,150,000 and by providing that
Buyer shall issue to Seller 900 shares of the Buyer's Class A Common Stock at
Closing.
2. The following amendments to the Exhibits to the Asset Purchase
Agreement are hereby made:
Exhibits 2.3(a), 2.4(a)(iii)-1, 2.4(a)(iii)-2, 3.12, 3.14,
3.15(a)(ii), 3.15(a)(iii), 3.15(a)(v) and 3.15(b) are each hereby
replaced with Exhibits 2.3(a), 2.4(a)(iii)-1, 2.4(a)(iii)-2, 3.12,
3.14, 3.15(a)(ii), 3.15(a)(iii), 3.15(a)(v) and 3.15(b) attached
hereto.
3. In all other respects, the Asset Purchase Agreement is ratified and
confirmed.
4. This Amendment may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Amendment and all of which,
when taken together, will be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
as of the date first written above.
XXXXXX HOLDINGS, INC.,
a Delaware corporation
By: __________________________
Xxxx X. Xxxxxxx,
Vice President
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XXXXXXX X. XXXXXX
SECURITY TELECOM CORPORATION,
a Texas corporation
By: __________________________
Xxxxxxx X. Xxxxxx,
Vice President
EXHIBIT 2.4(A)(III)-1
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LIST OF EMPLOYEES SIGNING EMPLOYMENT AGREEMENT
1. Xxxx Xxxxxxx
EXHIBIT 2.5(F)(II)
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