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EXHIBIT 2.13
AMENDMENT TO STOCK PURCHASE AGREEMENT
-------------------------------------
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment"),
is made this 21st day of May, 1999, by and between Protocol Holdings, Inc., a
Delaware corporation ("Parent"), Protocol Communications, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent ("Buyer"), 3223574 Canada,
Inc., a Canadian corporation (the "Company"), Media Express, Inc., a Canadian
corporation ("ME"), METC Financial Services Inc., a Canadian corporation
("METC") (ME and METC are collectively referred to as the "Affiliates"), and the
stockholders of the Company listed on the signature pages hereto (collectively,
the "Sellers").
Reference is made to a Stock Purchase Agreement dated as of
March 28, 1999 between Parent, Buyer, the Company, the Affiliates and the
Sellers (the "Agreement") whereby the Sellers have agreed to sell to the Buyer
and the Buyer has agreed to purchase from the Sellers all of the issued and
outstanding stock of the Company, all in the manner and subject to the terms and
conditions set forth in the Agreement.
A true and correct copy of such Agreement is attached hereto.
Capitalized terms not otherwise defined herein shall have the same meaning
ascribed to them in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows.
1. ARTICLE 1 - TERMS OF ACQUISITION.
A. The portion of the Cash Purchase Price referred to in Section
1.2(a)(ii) and payable pursuant to Section 1.2(d) shall be payable at Closing,
subject to review of the FY99 Financial Statements and adjustment as provided in
Section 1.4 of the Agreement.
B. Section 1.4 of the Agreement is amended to provide that, if the
Buyer wishes to dispute any matter in any of the Financial Statements, it may do
so by notice to either Xxxxxx Xxxxx or Xxxxx Xxxxx on behalf of the Sellers
given within thirty (30) calendar days of the Closing.
2. RATIFICATION. The parties hereby ratify and confirm all of their obligations
under the Agreement. Except as amended hereby, the Agreement remains unaltered
and unchanged and is in full force and effect.
[END OF PAGE]
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[SIGNATURE PAGE OF AMENDMENT TO STOCK PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
PROTOCOL HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Name:
Title:
PROTOCOL COMMUNICATIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Name:
Title:
3223574 CANADA, INC.
By: /s/ Xxxxxx Xxxxx
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Name:
Title:
MEDIA EXPRESS, INC.
By: /s/ Xxxxx Xxxxx
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Name:
Title:
METC FINANCIAL SERVICES INC.
By: /s/ Xxxxxx Xxxxx
-------------------------
Name:
Title:
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STOCKHOLDERS:
/s/ Xxxxxx Xxxxx
-----------------------------------
Xxxxxx Xxxxx
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
LA FIDUCIE FAMILIALE XXXXX
By: /s/ Xxxxxx Xxxxx
-------------------------------
Name:
LA FIDUCIE FAMILIALE XXXXX
By: /s/ Xxxxx Xxxxx
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Name:
FONDATION XXXXXX XXXXXXX XXXXX
By: /s/ Xxxxxx Xxxxx
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Name:
FONDATION XXXXXX XXXXX
By: /s/ Xxxxx Xxxxx
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Name:
XXXXXXX XXXXX CANADA CORPORATION
By: /s/ Xxxxxx Xxxxx
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Name:
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