EXHIBIT 10.14
AMENDMENT TO BUSINESS PURCHASE AGREEMENT
This Amendment to Business Purchase Agreement (the "Amendment") is entered
into by and among XXXXXX & XXXXXXX, LTD., a Mississippi corporation formerly
known as X. X. XXXXXXXX HOLDINGS, INC. ("Buyer"), X. X. XXXXXXX ASSOCIATES,
INC., a Louisiana corporation formerly known as XXXXXX & XXXXXXX, LTD.
("Seller") and XXXXXX X. XXXXXXX, an individual resident of the State of
Louisiana ("Shareholder").
WHEREAS, Buyer, Seller and Shareholder executed that certain Business
Purchase Agreement dated November 22, 1996 (the "Agreement"); and
WHEREAS, the closing of the transactions contemplated by the Agreement
occurred on November 27, 1996 to be effective December 2, 1996; and
WHEREAS, at the closing the parties agreed to certain amendments to the
Agreement which amendments are hereby reduced to writing.
NOW, THEREFORE, in consideration of the premises and the mutual promises
and covenants contained in the Agreement and in this Amendment, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Buyer, Seller and Shareholder hereby agree as follows:
I. Definitions. All capitalized terms used in this Amendment shall have
the same definitions as set forth in the Agreement.
II. Amendments to Agreement.
1. Section 1(a)(vi) of the Agreement, defining the term "Records", is
hereby amended by the deletion of that Section in its entirety and the
substitution
of the following provisions as Section 1(a)(vi):
(vi) All books, records, files, documents, telephone numbers,
computer programs, computer disks, licenses, permits and other
information, written or electronic, used in the operation of Seller's
Vessel Design Business excluding financial and accounting books and
records ("Records");
2. Section 1 Sale and Purchase of Assets of the Agreement is hereby
amended by the addition of the following provisions as Section 1(d):
(d) Seller and Shareholder acknowledge that certain of the
Assets are used in connection with both the Ship Design Business and
the Vessel Design Business. The parties agree that title to any of
Seller's or Shareholder's assets used in the Ship Design Business not
conveyed to Buyer pursuant to that certain Assignment and Xxxx of Sale
executed by Seller to Buyer effective as of December 2, 1996 shall
remain in Seller or Shareholder, as the case may be.
3. Section 6(c) Date of Payment is hereby amended by the deletion of
that Section in its entirety and the substitution of the following
provisions as Section 6(c):
(c) Date of Payment. Within thirty (30) days following (i) the
receipt by Buyer of any order containing licensing or design fees
described in Section 6(a) above, or (ii) the execution by Buyer of an
agreement for the sale of a chocking system described in Section 6(b)
above, Buyer shall notify Seller of the existence, date and terms of
each such order and/or agreement pursuant to which Seller would
eventually be entitled to receive payments from Buyer under the
provisions of Sections 6(a) and (b) above. The sums required to be
paid to Seller pursuant to the provisions of Sections 6(a) and (b)
above shall be paid by Buyer to Seller within thirty (30) days
following the receipt by Buyer of the respective fees upon which such
payments are calculated. Buyer shall provide Seller an accounting
reflecting the calculation of each required payment at the time each
payment is made to Seller.
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4. Section 7(a) Market Share Payments is hereby amended by the
addition of the following provision as the last sentence of Section 7(a):
Within sixty (60) days following the end of any Construction
Period, Buyer shall notify Seller as to whether or not the required
market share was obtained by Buyer during the preceding Construction
Period along with proof of Buyer's sales in support thereof.
5. Section 9(f) Defaults; Consents is hereby amended by the insertion
of the following clause at the beginning of that Section:
To the best of Seller's knowledge, information and belief, after
diligent inquiry, ....
6. Section 9(i) Mod V and Mod VI is hereby amended by the deletion in
its entirety of the last sentence of that Section.
7. Section 16 Employees is hereby amended by the addition of the
following provision as the last sentence of Section 16:
It is Buyer's intent to hire all employees currently employed by
Seller.
8. Section 23 Notices is hereby amended by the deletion of that
Section in its entirety and the substitution of the following provisions as
Section 23:
All notices given under the provisions of this Agreement shall be
given in writing and shall be personally delivered, delivered by
certified mail, return-receipt requested, or by facsimile directed to
the parties at the addresses given below. Such notices shall become
effective as of the time of delivery if personally delivered, as of
the date of the receipt as referenced by the official receipt of the
United States Postal Service if delivered by certified mail, or as of
the date and time of the actual confirmation of receipt of the
facsimile. Any party may change its respective address for the
receipt of notices given under this Agreement by notifying all other
parties of that
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party's new address in accordance with the provisions
of this Section. Addresses of the parties are as follows:
BUYER: Xxxxxx & Xxxxxxx, Ltd.
(formerly X. X. Xxxxxxxx Holdings, Inc.)
000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxx xx Xxxxxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxx X. Xxxx, III, Esq.
Xxxxxxx & Eager PLLC
000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SELLER
& SHAREHOLDER: Xxxxx X. Xxxxxxx
X. X. Xxxxxxx Associates, Inc.
(formerly Xxxxxx & Xxxxxxx, Ltd.)
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to: Xxxxxx X. Xxxxx
Xxxxx and X'Xxxxxx
000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
III. Waiver of Closing Requirements. Buyer hereby waives the conditions
precedent to Closing set forth in Section 14(h) Opinion of Counsel and Section
14(k) UCC Search of the Agreement. Buyer's waiver of these conditions precedent
to Closing in no
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way releases Seller or Shareholder from any warranties or
representations made by Seller and/or Shareholder to Buyer in the Agreement or
in this Amendment.
IV. Transfer of Assets. The parties acknowledge that the description of
the Assets set forth in the Agreement differs from the description of the Assets
set forth in that certain Assignment and Xxxx of Sale executed by Seller to
Buyer effective December 2, 1996 (the "Xxxx of Sale") and that such difference
in description results from facts revealed during Buyer's performance of its due
diligence. The parties agree that the description of the Assets set forth in
the Xxxx of Sale is the true and correct description of the Assets as conveyed
from Seller to Buyer for all purposes.
WITNESS THE SIGNATURES of the parties this the ___ day of December, 1996.
BUYER:
XXXXXX & XXXXXXX, LTD. (formerly X. X.
Xxxxxxxx Holdings, Inc.)
BY: _________________________________
X. X. XXXXXXXX, PRESIDENT
SELLER:
X. X. XXXXXXX ASSOCIATES, INC. (formerly
Xxxxxx & Xxxxxxx, Ltd.)
BY: __________________________________
XXXXXX X. XXXXXXX, CHAIRMAN OF THE
BOARD OF DIRECTORS
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SHAREHOLDER:
_________________________________________
XXXXXX X. XXXXXXX
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