EXHIBIT 2(b)
AMENDMENT NO. 1 dated as of January 6, 1997, to the Investment
Agreement dated as of December 23, 1996 (the "Investment Agreement"), among
Recovery Equity Investors II, L.P., a Delaware limited partnership ("REI
II"), Spartan Motors, Inc., a Michigan corporation ("Spartan"), Carpenter
Industries, Inc., a Delaware corporation (the "Company"), Carpenter
Industries LLC, an Indiana limited liability company ("Carpenter"), the
Beurt SerVaas Revocable Trust, a trust organized under the laws of the
State of Indiana (the "Trust"), and The Curtis Publishing Company, an
Indiana corporation ("Curtis").
WHEREAS, REI II, Spartan, the Company, Carpenter, the Trust and Curtis
are parties to the Investment Agreement; and
WHEREAS, the parties hereto desire to amend the Investment Agreement
by amending the definition of "Net Contribution Amount" as set forth below.
NOW, THEREFORE, in consideration of the mutual agreements set forth in
this Amendment, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
1. AMENDMENT TO INVESTMENT AGREEMENT. The Investment Agreement is
hereby amended as of the date hereof by amending the definition of "Net
Contribution Amount" in Section 11.1 thereof to read in its entirety as
follows:
"'NET CONTRIBUTION AMOUNT' means, with respect to any period, an
amount equal to (a) the aggregate amount of cash advanced to Carpenter by
the Owners and their respective Affiliates (other than Timothy S. Durham)
during such period, PLUS (b) the aggregate amount of cash contributed to
the capital of Carpenter by the Owners and their respective Affiliates
during such period, MINUS (c) the aggregate amount of such advances and
contributions made for the primary purpose of developing Carpenter's
Shuttle Bus Business, MINUS (d) the aggregate amount of all cash,
securities and other property paid (other than as salary or as
reimbursement of expenses, in either case incurred in the ordinary course
of business, including rental expense for the office at Curtis in
Indianapolis (as set forth in SECTION 2.15(A) OF THE DISCLOSURE SCHEDULE)
and equipment lease expenses under that certain Equipment Lease Agreement
between SerVaas, Inc. and Carpenter, dated December 21, 1993 (as set forth
in SECTION 2.18(2)(M) OF THE DISCLOSURE SCHEDULE)) or distributed to the
Owners and their respective Affiliates during such period (other than the
distribution to the Owners of the net proceeds of Carpenter's sale of
800 shares of CII's common stock pursuant to the CII Stock Purchase
Agreement), MINUS (e) the amount, if any, by which (i) Carpenter's net
accounts receivables as set forth in the Pro Forma Balance Sheet EXCEEDS
(ii) the actual amount of Carpenter's net accounts receivables as of
October 31, 1996."
2. EFFECTIVENESS. This Amendment shall be effective upon the
execution of a counterpart hereof by each of the parties hereto. From and
after the effectiveness of this Amendment, all references to the Investment
Agreement in the Operative Agreements and the New Curtis Note shall
constitute references to the Investment Agreement as amended hereby.
3. NO OTHER MODIFICATIONS. Except as expressly amended by this
Amendment, the Investment Agreement shall continue in full force and effect
in accordance with the provisions thereof on the date hereof.
4. AMENDMENT. This Amendment may be amended, supplemented or
modified only by a written instrument duly executed by or on behalf of each
party hereto.
5. BINDING EFFECT. This Amendment is binding upon, inures to the
benefit of and is enforceable by the parties hereto and their respective
successors and permitted assigns under the Investment Agreement.
6. HEADINGS. The headings used in this Amendment have been inserted
for convenience of reference only and do not define or limit the provisions
hereof.
7. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the domestic laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State
of New York.
8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each party hereto as of the date first above written.
CARPENTER INDUSTRIES INC.
By /S/ TIMOTHY DURHAM
Name: Tim Durham
Title: Pres
CARPENTER INDUSTRIES LLC
By /S/ TIMOTHY DURHAM
Name: Tim Durham
Title: Pres
THE CURTIS PUBLISHING COMPANY
By /S/ BEURT R. SERVAAS
Name: Beurt R. SerVaas
Title: President
By /S/ JOAN S. DURHAM
Name: Joan S. Durham
Title: Secretary
BEURT SERVAAS REVOCABLE TRUST
By /S/ BEURT R. SERVAAS
Name: Beurt R. SerVaas
Title: Trustee
SPARTAN MOTORS, INC.
By /S/ GEORGE W. SZTYKIEL
Name: George W. Sztykiel
Title: C.E.O. & C.O.O.
RECOVERY EQUITY INVESTORS, II, L.P.,
By: Recovery Equity Partners II, L.P.,
its general partner
By ___________________________________
Name: Joseph J. Finn-Egan
Title: General Partner
By ___________________________________
Name: Jeffrey A. Lipkin
Title: General Partner