EXHIBIT 10.6
SECOND AMENDMENT TO
FINANCIAL MONITORING AGREEMENT
This Second Amendment to Financial Monitoring Agreement (the "SECOND AMENDMENT")
is made effective as of 22 November 1997, by and between X. X. Xxxxxxxxx XX
("XXXXXXXXX") and ALPNET, Inc., a Utah corporation ("ALPNET" or the "COMPANY").
R E C I T A L S :
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WHEREAS, effective 31 March 1994, Xxxxxxxxx and ALPNET entered into a "Financial
Monitoring Agreement" (the "ORIGINAL AGREEMENT"); and
WHEREAS, pursuant to the terms of Paragraph 5.3 of the Original Agreement, the
Original Agreement may not be amended or modified except by a written instrument
signed by all parties affected thereby; and
WHEREAS, by means of a "First Amendment to Financial Monitoring Agreement" dated
15 September 1995 (the "FIRST AMENDMENT"), the parties amended the Original
Agreement; and
WHEREAS, each of the parties desire to again modify the Original Agreement, as
previously amended.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein set
forth, the monetary consideration herein recited and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
A M E N D M E N T:
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A. AMENDMENT TO PARAGRAPH 4.3. The parties hereby expressly revoke and delete
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in its entirety Paragraph 4.3 of the Original Agreement, as amended by the First
Amendment, and hereby insert the following in lieu thereof:
4.3. Xxxxxxxxx'x direct and indirect holdings of ALPNET Common Stock and Common
Stock equivalents constitutes less than ten percent (10%) of the issued and
outstanding shares of ALPNET Common Stock and Common Stock equivalents. For
purposes of calculating Xxxxxxxxx'x direct and indirect holdings, (i) "DIRECT"
holdings are those held in Xxxxxxxxx'x name or in the name of a bank, broker or
nominee for the account of Xxxxxxxxx, or held by Xxxxxxxxx as a joint tenant,
tenant in common, tenant by the entirety, or as community property, and (ii)
"INDIRECT" holdings are those held by an entity which is an affiliate of
Xxxxxxxxx. For purposes of this Agreement, the term "affiliate" shall mean any
entity created and/or controlled by Xxxxxxxxx.
B. NO OTHER MODIFICATIONS. Except as expressly and specifically modified
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herein, all of the other terms and conditions of the Original Agreement, as
amended by the First Amendment, shall remain absolutely unchanged and in full
force and effect; provided, however, that no provision of the Original Agreement
or the First Amendment shall be interpreted in such a manner as to be
inconsistent with this Second Amendment.
C. COUNTERPARTS. This Second Amendment may be signed in any number of
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counterparts with the same effect as if the signatures upon any counterpart were
upon the same instrument. All signed counterparts shall be deemed to be one
original.
IN WITNESS WHEREOF, the parties have signed this Second Amendment effective as
of the day and year first set forth above.
\s\ X.X. Xxxxxxxxx, XX
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X. X. XXXXXXXXX, XX
ALPNET, INC., a Utah Corporation
By:\s\ Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
Executive Vice President
