EXHIBIT 2.4
AMENDMENT #2 TO REORGANIZATION AGREEMENT
This Amendment #2 to Reorganization Agreement (this "Amendment
#2") is entered into as of August 13, 2001 by and between National Paintball
Supply Co., Inc. ("NPSC"), a corporation organized and existing under the laws
of the State of South Carolina and American Inflatables, Inc. ("American"), a
corporation organized and existing under the laws of the State of Delaware.
RECITALS
A. The parties hereto entered into that certain Reorganization
Agreement dated as of October 12, 2000 as amended by Amendment #I dated January
31, 2001 (as amended, the "Original Reorganization Agreement").
B. The parties agree that it is necessary to amend the Original
Reorganization Agreement to reflect subsequent events.
C. Capitalized terms, used herein and not otherwise defined
herein, shall have the meaning ascribed to them in the Original Reorganization
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties and agreements herein contained, NPSC and American
hereby agree as follows:
AGREEMENT
Section 1. Amendment to Section 2.2. Section 2.2 of the Original
Reorganization Agreement is hereby amended to change the August 15, 2001 date
therein to November 30, 2001.
Section 2. Amendment adding Section 8.9. A Section 8.9 is hereby
added to the Original Reorganization Agreement which reads as follows: Xxxxx.
Xxxxxxx, Xxxxxxx & Xxxxxx, P.A., counsel to NPSC. shall have furnished American
with an opinion, dated as of the Closing Date, and in form and substance
reasonably satisfactory to American and its counsel, to the effect that the
Merger will qualify as a "tax free reorganization" with in the contemplation of
Section 368 of the Code.
Section 3. No other Changes or Waivers. Except as expressly set
forth herein, the Original Reorganization Agreement is not amended or altered in
any respect, and neither party waives any rights that they have under the
Original Reorganization Agreement. The parties acknowledge that the Original
Reorganization Agreement otherwise remains in full force and effect.
IN WITNESS WHEREOF this Amendment #2 Reorganization Agreement
has been duly entered as of the date first written above.
WITNESS: NATIONAL PAINTBALL SUPPLY CO., INC.
-------------------------- By: /s/ Xxxxxxx X. Xxxxxxxxx
AMERICAN INFLATABLES. INC,
By: /s/ Xxxxx Xxxxxxxxxx