EXHIBIT 2(a)(2)
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
This Second Amendment to the Asset Purchase Agreement (the "Second
Amendment") dated as of the 16th day of December, 1996, by and between RYMAC
Mortgage Investment Corporation, a Maryland corporation ("BUYER") and Navistar
International Transportation Corp., a Delaware corporation ("SELLER");
W I T N E S S E T H
WHEREAS, Buyer and Seller entered into a certain Asset Purchase
Agreement dated as of September 12, 1996, and entered into a First Amendment
thereto dated as of October 31, 1996, (as so amended, the "AGREEMENT"),
regarding the sale by Seller to Buyer of certain assets of Seller's Columbus
Plastics Operation located at 000 Xxxxx Xxxx Xxxxx, Xxxxxxxx, Xxxx;
WHEREAS, Buyer and Seller desire to amend the Agreement as hereinafter
set forth;
NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree to amend
the Agreement as follows, said provisions to control whenever inconsistent with
the original provisions of the Agreement, and the capitalized terms herein shall
have the same meaning as set forth in the Agreement unless stated otherwise
herein:
1. Section 6(b)(i) of the Agreement is hereby amended by deleting the
reference to "50,000,000" in the first sentence and replacing it with
"20,000,000".
2. With respect to Section 3(a)(x) of the Agreement, Buyer hereby
agrees to waive the condition to Closing which would require Seller to have the
Plastics Business's pro forma balance sheet as of January 31, 1996 audited.
3. The product descriptions and prices described in Schedule A hereto
are hereby inserted at the end of Exhibit A to the Supply Agreement attached as
Exhibit C to the Agreement.
4. Except as herein expressly set forth, all other provisions of the
Agreement shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the date first written above.
NAVISTAR INTERNATIONAL
TRANSPORTATION CORP.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President and Treasurer
RYMAC MORTGAGE INVESTMENT
CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chief Executive Officer
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COLUMBUS PLASTICS OPERATION
CURRENT CONTRACT PRICES
Schedule A
PACKAGING
--------------------------------
1996* 1996*
SALES SALES
LINE 1995* 1996* PRICE PRICE
NO. CUSTOMER DESCRIPTION PART NUMBER QUANTITY QUANTITY PER UNIT PART NUMBER PER UNIT
159 ADDITIONAL ITEMS
182 Navistar Thom Bus Hood Shuttr,Ltch 1688895C93
Logo holes
183 Navistar Thom Bus Hood W/O 2034089C92
Shuttr,Ltch Logo holes
*Confidential Treatment Has Been Granted
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