AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
Parties: Featherlite, Inc. (formerly Featherlite Mfg., Inc., "Featherlite")
▇▇▇▇▇▇▇▇ Motorcoach Sales, Inc. ("▇▇▇▇▇▇▇▇ Motorcoach")
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Mitchells")
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇")
▇▇▇▇ ▇▇▇▇▇▇ ("Molder")
(Mitchells, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ are collectively referred to as
the "Shareholders")
Date: December 31, 1998
Recitals:
A. Featherlite, ▇▇▇▇▇▇▇▇ Motorcoach and the Shareholders are parties to
an Agreement and Plan of Reorganization dated May 8, 1998 (the "Agreement"). All
capitalized terms in this Amendment shall have the meaning given to them in the
Agreement.
B. The Agreement provided in Section 2.7 for an adjustment to the
number of Featherlite Shares issued initially to ▇▇▇▇▇▇▇▇ Motorcoach and the
maximum number of Earnout Shares available for later issuance based on the
Closing Balance Sheet.
C. The Closing Balance Sheet was delivered and an adjustment made in
accordance with the terms of the Agreement but subsequently it has been
determined that a further adjustment is required. The parties hereto intend for
this Amendment to authorize and implement such further adjustment.
Agreements:
The parties hereto hereby agree as follows:
1. A further adjustment to number of Featherlite Shares in the manner
provided by Section .7 of the Agreement is required.
2. With regard to 1998 Vogue coach #VM258 the adjustment for proper
valuation is a reduction of $69,645.
3. With regard to 1997 Vogue coach #VM203 the adjustment for proper
valuation is a reduction of $97,914.
4. The total adjustment of $167,559 shall be made in the manner
provided in Section 2.7 of the Agreement as if the adjustment had been made in
the Closing Balance Sheet. Therefore, ▇▇▇▇▇▇▇▇ Motorcoach authorizes the
delivery of 18, 287 Featherlite Shares to Featherlite from the shares pledged
pursuant to Section 5.19 of the Agreement, the cancellation of such shares and
an increase in the maximum number of Earnout Shares in the same number.
5. All other provisions of the Agreement shall remain in full force and
effect.
Featherlite, Inc.
By:
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▇▇▇▇▇▇▇▇ Motorcoach Sales, Inc.
By:
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