Exhibit 10.3
AMENDMENT NO. 1 TO PURCHASE AGREEMENT
THIS AMENDMENT NO 1. TO PURCHASE AGREEMENT (this "Agreement") is made as
of June 17, 1997, by and among Esquire Communications Ltd., a Delaware
corporation (the "Company"), Golder, Thoma, Xxxxxxx, Xxxxxx Fund IV Limited
Partnership, an Illinois limited partnership ("GTCR") and Antares Leveraged
Capital Corp., a Delaware corporation ("Antares" and collectively with GTCR
referred to herein collectively as the "Purchasers" or individually as a
"Purchaser"). Each capitalized term used herein which is not defined herein
shall have the meaning given to such term in the Purchase Agreement.
WHEREAS, the Company and the Purchasers are parties to a Purchase
Agreement dated as of October 23, 1996 (the "Purchase Agreement"), and
WHEREAS, the Company and the Purchasers desire to amend certain
provisions of the Purchase Agreement as set forth herein.
NOW, THEREFORE, the Parties to this Amendment hereby agree as follows:
Section 1. AMENDMENT.
(a) The first sentence of Section 1A of the Purchase Agreement is hereby
deleted in full and the following sentence inserted in lieu thereof:
"The Company shall authorize the issuance and sale to the Purchasers
of 22,500 shares of its Series A Convertible Preferred Stock, par
value $.01 per share (the "Preferred Stock"), having the rights
and preferences set forth in EXHIBIT A attached hereto."
(b) section 1C(i) is hereby deleted in full and the following paragraph
inserted in lieu thereof:
"(i) GTCR may, at its sole election, subject to clause (ii) below,
purchase from time to time prior to December 17, 1998, upon written
notice to the Company's board of directors (the "Board"), up to an
additional 15,000 shares of the Preferred Stock at a price of $1,000
per share (as adjusted from time to time as a result of stock
dividends, stock splits, recapitalizations and similar events)
(an "Additional Purchase")."
(c) The address for Stroock & Stroock & Xxxxx as set forth in Section 9J
shall be deleted in full and the following address inserted in lieu thereof:
"Stroock & Stroock & Xxxxx, LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000"
Section 2. BOARD AUTHORIZATION. On or prior to the date of this
Amendment the Company's board of directors shall have authorized the execution,
delivery and performance of this Amendment, the issuance of an additional 7,500
shares of the Preferred Stock (including without limitation, amending the
Certificate of Designation to provide for the designation of an additional 7,500
shares of the Preferred Stock), and the reservation for issuance upon conversion
of the Preferred Stock of an additional 2,500,000 shares of Common Stock.
Section 3. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument. This
Amendment shall become effective upon the execution of a counterpart by each of
the parties hereto.
Section 4. EFFECT OF AMENDMENT. Except as expressly amended hereby, the
Purchase Agreement, as amended hereby and otherwise as in effect immediately
prior to this Amendment, continues in full force and effect in accordance with
the original terms thereof.
Section 5. APPLICABLE LAW. The corporate law of the State of Delaware
shall govern all issues and questions concerning the relative rights and
obligations of the Company and its stockholders. All other issues and questions
concerning the construction, validity, interpretation and enforceability of this
Amendment shall be governed by, and construed in accordance with, the laws of
the State of Illinois, without giving effect to any choice of law or conflict of
law provisions (whether of the State of Illinois or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Illinois.
Section 6. DESCRIPTIVE HEADINGS. The descriptive headings of this
Amendment are inserted for convenience only and do not constitute a part of this
Amendment.
Section 7. SEVERABILITY. Whenever possible, each provision of this
Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on
the day and year first above written.
ESQUIRE COMMUNICATIONS LTD.
By:
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Its:
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GOLDER, THOMA, XXXXXXX, XXXXXX FUND
IV LIMITED PARTNERSHIP
By: GTCR IV, L.P.
Its: General Partner
By:
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Its:
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ANTARES LEVERAGED CAPITAL CORP.
By:
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Its:
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