ANNULMENT AND AMENDING AGREEMENT
THIS ANNULMENT AND AMENDING
AGREEMENT (the "Amending Agreement")
is made and entered into as
of the 31st day of December, 2003, by
and between the
following:
RONALD P. SAVOIE, an
individual, and LAWRENCE B. KOLBER, an
individual, (collectively,
the "Sellers"; and
PARAMCO FINANCIAL GROUP,
INC., a Delaware corporation
("Paramco").
WITNESSETH
WHEREAS, the parties hereto
entered into that certain Purchase
Agreement, dated as of
September 19, 2003 (the "Purchase
Agreement"), subject to the
terms and conditions of which Paramco
and Sellers desired for
Paramco to purchase from Sellers and for
Sellers to sell to Paramco
all of the outstanding common stock of
ROYAL FEDERAL, INC., a
Louisiana corporation;
WHEREAS, in Section 4.4(b) of
the Purchase Agreement, Sellers
represented and warranted to
Paramco that:
Royal Federal's
Financial Statements are capable of being
examined and
reported upon with an unqualified opinion
expressed by an independent
public or certified public
accountant and
will comply with the requirements and
standards set
forth in Regulation S-X, as promulgated and
adopted by the
Securities and Exchange Commission.
WHEREAS, in reliance on such
representation and warranty, the
parties closed the
transactions contemplated by the Purchase
Agreement on September 19,
2003 (the "September Closing");
WHEREAS, as of the date
hereof an audit of such financial
statements (the "Financial
Statements") has not been completed by
Paramco's independent
accountant, who has stated that such audit
will not be completed until
after the first quarter of 2004;
WHEREAS, Paramco and Sellers
deem it desirable and in the best
interests of Paramco that the
September Closing be annulled and
that the Purchase Agreement
be amended to provide for a closing
date not later than September
30, 2004, subject to completion of
the audit of the Financial
Statements; and
WHEREAS, Sellers and the
Board of Directors of Paramco have
approved and adopted this
Amending Agreement, subject to the
terms and conditions set
forth herein;
NOW, THEREFORE, in
consideration of the premises and the mutual
covenants and agreements
herein contained, the parties hereto do
hereby agree as
follows:
-1-
SECTION 1
DEFINITIONS
1.1 "Amending Agreement", "Sellers",
"Paramco", "Purchase
Agreement", "Financial
Statements", and "September Closing",
respectively, shall have the
meanings defined in the foregoing
preamble and recitals to this
Amending Agreement.
1.2 All defined terms not otherwise
defined herein shall have
the meanings ascribed to them
in the Purchase Agreement.
SECTION 2
AGREEMENT FOR ANNULMENT OF
CLOSING AND AMENDMENT OF CLOSING DATE
2.1 Annulment of Closing.
Effective as of the date of
this Amending Agreement, the August
Closing is hereby annulled
and, in accordance therewith, (a)
Sellers hereby tender to
Paramco certificates representing
100,000 shares of Paramco's
Common Stock, bearing the restrictive
legend 144 in a form enabling
Paramco, then and there, to cancel
said shares, and (b) Paramco
hereby tenders to Sellers Royal
Federal certificate,
representing all of the issued and
outstanding capital stock
(100,000 shares of common stock) of
Royal, in a form enabling
Sellers, then and there, to become the
record and beneficial owners
of said common stock.
2.2 Amendment of Closing
Date.
The date referenced in the
definition of "Closing Date" in the
Purchase Agreement is hereby
changed, such that the definition of
"Closing Date" shall be
amended in full to read as follows:
"Closing Date"
shall mean 10:00 a.m., local time, September
30, 2004, at
Denver, Colorado, the date on which the parties
hereto shall
close the transaction contemplated herein;
provided that
the parties can change the Closing Date and
place of Closing
to such other time and place as the parties
shall mutually
agree, in writing. As of the Closing Date,
all Exhibits to
this Agreement shall be complete and
attached to this
Agreement.
2.3 Addition of Section
8.3.
The following Section 8.3
shall be added to the Purchase
Agreement:
8.3 Audit of Financial Statements. The
audit of the
Financial
Statements by Paramco's independent accountant
shall be
complete and delivered to Paramco no later than the
Closing
Date.
-2-
SECTION 3
REPRESENTATIONS AND WARRANTIES OF PARAMCO
Paramco, in order to induce
Sellers to execute this Amending
Agreement and to consummate
the transaction contemplated herein,
represents and warrants to
Sellers, as follows:
3.1 Authorization and Validity.
Paramco has the requisite power
and is duly authorized to
execute and deliver and to carry out
the terms of this Amending
Agreement. The board of directors and
stockholders of Paramco have
taken all action required by law,
its Articles of Incorporation
and Bylaws, both as amended, or
otherwise to authorize the
execution and delivery of this
Amending Agreement and the
consummation of the transactions
contemplated hereby. Assuming
this Amending Agreement has been
approved by all action
necessary on the part o
