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EXHIBIT 10.14
AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment (this "First Amendment"), by and among GAINSCO,
INC., a Texas corporation ("Buyer"), Herbert A. Hill ("Hill"), Alan E. Heidt
("Heidt" and together with Hill, the "Sellers") and Tri-State, Ltd., a North
Dakota corporation ("TSL"), is made as of May 16, 2000.
RECITALS:
WHEREAS, the parties have entered into that certain Stock Purchase
Agreement dated November 17, 1999 (the "Stock Purchase Agreement"), pursuant to
which Buyer purchased from Sellers all of the outstanding capital stock of TSL;
and
WHEREAS, the parties desire to amend the Stock Purchase Agreement to
provide that the definition of "Integration Date", set forth in Section 2.3(a)
of the Stock Purchase Agreement, be amended and restated in its entirety as set
forth below.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements set forth and for other good and valuable consideration, the
adequacy, sufficiency and receipt of which are hereby acknowledged, the parties
agree that the Stock Purchase Agreement shall be amended as follows:
The definition of "Integration Date" set forth in Section 2.3(a) is
hereby amended and restated in its entirety as follows:
"Integration Date" means the first day of the calendar month following
the calendar month during which Buyer's Lalande Group electronic data processing
systems have been functional for the entire calendar month in producing and
processing all of the nonstandard private passenger automobile business for TSL
in the states of North Dakota, South Dakota and Minnesota for the private
passenger automobile programs of Midwest Casualty Insurance Company and
Clarendon National Insurance Company currently in place in those states."
Except as amended hereby, the Stock Purchase Agreement is hereby
confirmed and ratified in all respects.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.
SELLERS
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Herbert A. Hill
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Alan E. Heidt
TRI-STATE, LTD.
By:
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Name: Herbert A. Hill
Title: President
GAINSCO, INC.
By:
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Name: Glenn W. Anderson
Title: President and Chief Executive Officer
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