AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Amendment No. 2 ("Amendment No. 2"), dated as of July 14, 2000,
amending the Stock Purchase Agreement, dated as of June 16, 2000, as amended by
Amendment No. 1, dated as of July 13, 2000 (the "Agreement"), by and between
▇▇▇▇▇▇▇ Overseas Holdings S.A., a company organized under the laws of Luxembourg
(the "Seller"), and RH Financial Corporation, a Nevada corporation (the
"Buyer").
WHEREAS, in accordance with Section 8.11 of the Agreement, the parties
hereto desire to amend the Agreement to clarify the parties agreement that the
Seller reimburse the Buyer for certain bonuses payable to the Company's
employees and certain indemnification matters relating to title exceptions on
the ▇▇▇▇▇▇▇ Street property.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used herein and not otherwise
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defined herein shall have the meaning provided therefor in the Agreement.
2. Amendment to Agreement. The Agreement is hereby amended as
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set forth in this Section 2:
a. Section 7.2(b)(i) of the Agreement is hereby amended to read in its
entirety as follows:
"No indemnification pursuant to clause (i) of Section 7.2(a) shall be made
by the Seller unless the aggregate amount of Buyer Damages incurred exceeds
$1,200,000 and, in such event, indemnification shall be made by the Seller only
to the extent Buyer Damages incurred exceed $1,200,000 (except that matters
arising from a breach of Section 2.14 in respect of (i) the Owned Real Property
set forth on Section 7.2 of the Company Disclosure Schedule and (ii) the title
exceptions to the ▇▇▇▇▇▇▇ Street property contained in Exhibit D attached hereto
shall not be subject to the limitation in this Section 7.2(b)(i));"
b. Section 4.9(b) of the Agreement is hereby amended by adding the
following paragraph thereto:
"(e) Buyer hereby agrees to pay the extraordinary bonus amounts (the
"Extraordinary Bonus") set forth in the Special Retention Plans and the bonus
amount the "Bonus" and together with the Extraordinary Bonus, the "Stay
Bonuses") in The Red Wing Company plan set forth in Item 40 of the Company
Disclosure Schedule (the "Salesman Bonus Plan") and the Seller hereby agrees to
reimburse the Buyer for the entire amount of the non-discretionary portions of
the Stay Bonuses. In addition, Buyer agrees to pay the discretionary bonus
amounts determined by the Seller as called for in the Special Retention Plans
and the Salesman Bonus Plan (the "Discretionary Bonuses") and the Seller agrees
to reimburse the Buyer for the amount of the Discretionary Bonuses net of any
Tax Benefit to Buyer, provided that the Company or Buyer shall have exercised
its discretion with respect to the payment of the Discretionary Bonuses at the
direction and sole discretion of the Seller."
3. Miscellaneous. Except as expressly amended hereby, the terms
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and conditions of the Agreement shall continue in full force and effect. This
Amendment No. 2 is limited precisely as written and shall not be deemed to be an
amendment to any other term or condition of the Agreement or any of the
documents referred to therein. Wherever "Agreement" is referred to in the
Agreement or in any other agreements, documents and instruments, such reference
shall be to the Agreement as amended hereby.
4. Counterparts. This Amendment No. 2 may be executed in any
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number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.
5. Governing Law. This Amendment No. 2 shall be governed by, and
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construed in accordance with, the laws of the State of New York without regard
to the conflict of laws rules thereof.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this
Amendment No. 2 to be executed as of the date first written above by their
respective officers thereunto duly authorized.
SELLER:
▇▇▇▇▇▇▇ OVERSEAS HOLDINGS S.A.
By:________________________________
Name:
Title:
BUYER:
RH FINANCIAL CORPORATION
By:_________________________________
Name:
