35 CAROLINE CORP. 518-899-7393
BOX 444 FAX 518-899-7394
AUTO TRANSPORT ROUND LAKE, NY 12151
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AMENDMENT NO.1
to
AMENDED STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1, dated as of November 18, 1998, by and among 35 CAROLINE
CORPORATION, a New York corporation ("Caroline"), RICHARD W. MORRELL ("Morrell")
and HARVEY RISIEN, JR. ("Risien").
Reference is made to that certain AMENDED STOCK PURCHASE AGREEMENT, dated
November 18, 1998, by and among Caroline, Morrell and Risien (the "Original
Agreement"). Each capitalized term used herein and not otherwise defined herein
shall bear the meaning ascribed to said term In the Original Agreement. All
section and paragraph references shall be to the Original Agreement.
WHEREAS, pursuant to the Original Agreement Morrell purchased 2,469,417
shares of common stock of Houston Operating Company ("Houston") from Risien; and
WHEREAS, the Original Agreement provided that at closing all the
outstanding stock of the Caroline (the "Caroline Stock") was to be transferred
to Houston; and
WHEREAS, as part of the transaction, Risien retained 41,928 shares of
Houston (the "Retained Stock") and had put option of the Retained Stock to
Morrell for $1,789 per share; and
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WHEREAS, it was the intent of the parties that Morrell be required to
transfer, or cause to be transferred to Houston the Caroline Stock only if
Risien did not exercise the put option and that If Risien did exercise the put
option and that if Risien did exercise the put option, then Morrell had the
option of retaining the Caroline Stock or transferring same to Houston; and
WHEREAS, Risien's only interest in having the Caroline Stock contributed to
Houston was to enhance Houston's value if he continued to have a continuing
stock interest in Houston -- i.e. if he did not exercise the put option; and
WHEREAS, Risien did not intend to make the other shareholders of Houston or
Houston third party beneficiaries of his agreement with Caroline and Morrell;
and
WHEREAS, the Original Contract did not property reflect the parties' intent
in these regards: and
WHEREAS, since the date of the Original Contract Morrell has continued to
operate Caroline for the interests of the Caroline shareholders.
NOW, THEREFORE, The parties hereto hereby agree as follows:
1. Paragraph 1.3 shall be amended to read in its entirety as follows:
1.3 CLOSING. The purchase and sale of the HOC Common Stock shall take place
at the offices of Barton & Schneider, L.L.P., 700 N. St. Mary's Suite 1825, San
Antonio, Texas 78025, or such other location as agreed by the parties, on
November 30, 1998, or at such other time and place as the Seller and the Buyer
mutually agree upon
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location as agreed by the parties, on November 30, 1998, or at such other time
and place as the Seller and the Buyer mutually agree upon in writing (which time
and place are designated as the "Closing"). At the Closing the Seller shall
deliver to the Buyer certificates representing the HOC Common Stock which Buyer
is purchasing together with a stock power transferring the HOC Common Stock to
Buyer against delivery of the Purchase Price as follows:
(a) At the Closing to Seller, a check for $1,000 made payable to
Seller;
(b) At the Closing to the Seller, a Promissory Note from HOC to
Seller in the amount of $8,530 on terms set forth in paragraph
4.3 hereof; and
(c) If (but only if) Seller does not exercise his option to require
Buyer to purchase Sellers remaining Common Stock pursuant to
paragraph 4.3 hereof, on or before April 21, 1999 to Houston,
certificates representing all of the outstanding capital stock of
Caroline together with a stock power transferring the stock to
Houston.
2. A new paragraph 2.17 Shall be added and read in its entirety as follows:
2.17 NO THIRD PARTY BENEFICIARIES. Seller does not intend to benefit in any
third parties through the contingent requirement that Buyer contribute the
certificates representing all of the outstanding capital stock of Caroline to
Houston.
3. The parties hereto acknowledge that Risien has timely exercised the put
option and that, accordingly, Morrell is not obligated to contribute (or cause
to be contributed) the Caroline Stock to Houston.
4. Except as modified hereby, all of the terms of the Original
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Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
this 29th day of June, 1999.
35 CAROLINE CORP.
By:/s/Richard W. Morrell
Richard W. Morrell, President
/s/Richard W. Morrell
Richard W. Morrell
/s/Harvey V. Risien, Jr.
Harvey V. Risien, Jr.
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