Exhibit 9.1
AMENDMENT NO. 2 TO PURCHASE AGREEMENT
AMENDMENT NO. 2 TO PURCHASE AGREEMENT dated as of December
17, 1996 (this "Amendment"), by and between Xxxxxxx X. Xxxxxxxx
(the "Seller") and Ballantrae Partners, L.L.C., a Delaware
limited liability company (the "Purchaser").
WHEREAS, the Seller and the Purchaser are parties to that
certain Purchase Agreement dated as of May 14, 1996, as amended
by Amendment No. 1 to Purchase Agreement dated as of August 22,
1996 (the "Agreement");
WHEREAS, Section 9.3 of the Agreement requires that all
modifications of the Agreement be in writing and signed by the
party against which enforcement is sought; and
WHEREAS, each of the Seller and the Purchaser desires to
amend the Agreement to the extent set forth below.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Section 1.5(b). Section 1.5(b) of the Agreement is
hereby deleted in its entirety and amended to read as follows:
(b) In the event that the Closing shall not have
occurred by January 15, 1997 or this Agreement is
terminated for any reason, the amount of the Escrow
Deposit shall be returned to the Purchaser together
with any accrued but unpaid interest thereon.
2. Section 8.1(b). Section 8.1(b) of the Agreement is
hereby deleted in its entirety and amended to read as follows:
(b) by the Seller or the Purchaser in the event the
Closing has not occurred by January 15, 1997;
3. Section 8.2(a). Section 8.2(a) of the Agreement is
hereby deleted in its entirety and amended to read as follows:
(a) by the Purchaser in the event that the Approval
Date has not occurred by January 15, 1997;
4. Capitalized Terms. Capitalized terms not defined
herein shall have the meanings ascribed to such terms in the
Agreement.
5. Ratification. Except as amended hereby, the parties
hereby ratify and affirm each of the terms and provisions of the
Agreement, which shall continue in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly
executed by the parties hereto as of the date first above
written.
XXXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
BALLANTRAE PARTNERS, L.L.C., a
Delaware limited liability
company
/s/ Xxxxx X. Xxxxx
By: Xxxxx X. Xxxxx
