Exhibit 10.1
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This First Amendment (the "Amendment") dated as of December 8, 1997 to the
Asset Purchase Agreement (the "Purchase Agreement") dated as of October 5, 1997
by and among Xxxx Xxxxxxxx ("Xxxxxxxx"), Xxxxxxxx Charitable Remainder Unitrust
("Trust I"), Xxxxxxxx Foundation ("Trust II"), KP One, Inc. (former known as
Computer Dynamics, Inc.), a South Carolina corporation ("CDI"), KP Three, Inc.
(formerly known as Computer Dynamics Services, Inc.), a South Carolina
corporation ("CDS"), KP Two, Inc. (formerly known as Computer Dynamics Mfg.,
Inc.), a South Carolina corporation ("CDM"), Xxx Xxxxxxxx d/b/a Lines Unlimited,
a sole proprietorship ("Lines"), Total Control Products, Inc., an Illinois
corporation ("TCP"), Computer Dynamics of Illinois, Inc. (formerly known as SC
Acquisition #1), an Illinois corporation ("Purchaser"), and Computer Dynamics
Holdings Corp. (formerly known as SC Acquisition #2), an Illinois corporation
("TCP II"), is entered into by and among Xxxxxxxx, Trust I, Trust II, CDI, CDS,
CDM, Lines, TCP, Purchaser and TCP II.
RECITALS
--------
X. Xxxxxxxx, Trust I, Trust II, CDI, CDS, CDM, Lines, TCP, Purchaser and
TCP II have heretofore entered into the Purchase Agreement, pursuant to which
Purchaser acquired substantially all of the assets of the Selling Entities. All
capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement.
X. Xxxxxxxx, Trust I, Trust II, CDI, CDS, CDM, Lines, TCP, Purchaser and
TCP II wish to enter into this Amendment to fix a typographical error contained
in the Purchase Agreement.
AGREEMENTS
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NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Status of Purchase Agreement. Except as specifically set forth herein,
the Purchase Agreement shall remain in full force and effect and shall not be
waived, modified, superseded or otherwise affected by this Amendment. This
Amendment is not to be construed as a release, waiver or modification of any of
the terms, conditions, representations, warranties, covenants, rights or
remedies set forth in the Purchase Agreement, except as specifically set forth
herein.
Exhibit 10.1
2. Amendment to the Purchase Agreement. Section 3.6(a)(iv) is hereby
deleted in its entirety and replaced with the following:
"(iv) "Earn Out Period" means each of the following periods: (A)
the date hereof through September 30, 1998; (B) October 1, 1998 through
September 30, 1999; (C) October 1, 1999 through September 30, 2000; (D)
October 1, 2000 through September 30, 2001; and (E) October 1, 2001 through
September 30, 2002."
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
4. Governing Law. This Amendment shall be a contract made under and
governed by the laws of the State of Illinois, without regard to conflict of
laws principles.
Exhibit 10.1
IN WITNESS WHEREOF, the parties have executed this Amendment and caused the
same to be duly delivered on their behalf on the day and year first written
above.
SELLERS: PURCHASER:
KP ONE, INC. (FORMERLY KNOWN COMPUTER DYNAMICS OF ILLINOIS
AS COMPUTER DYNAMICS, INC. (FORMERLY KNOWN AS SC
ACQUISITION #1, INC.)
By: /s/Xxxx Xxxxxxxx By: /s/Xxxxxxxx X. Xxxx
--------------------------------------------- ----------------------------------------------
Title: President Title: Chief Executive Officer
------------------------------------------ ----------------------------------------
KP THREE, INC. (FORMERLY KNOWN AS COMPUTER DYNAMICS HOLDINGS
COMPUTER DYNAMICS SERVICES, INC.) CORP. (FORMERLY KNOWN AS SC
ACQUISITION #2, INC.)
By: /s/Xxxx Xxxxxxxx By: /s/Xxxxxxxx X. Xxxx
--------------------------------------------- ----------------------------------------------
Title: President Title: Chief Executive Officer
------------------------------------------ ----------------------------------------
KP TWO, INC. (FORMERLY KNOWN AS
COMPUTER DYNAMICS MFG., INC.) TOTAL CONTROL PRODUCTS, INC.
By: /s/Xxxx Xxxxxxxx By: /s/Xxxxxxxx X. Xxxx
--------------------------------------------- ----------------------------------------------
Title: President Title: Chief Executive Officer
------------------------------------------ ----------------------------------------
XXX XXXXXXXX d/b/a LINES UNLIMITED XXXXXXXX FOUNDATION
By: /s/Xxxxx Xxxxxxxx By: /s/Xxxx Xxxxxxxx
--------------------------------------------- ----------------------------------------------
Title: as Trustee
____________________________
XXXXXXXX CHARITABLE REMAINDER
UNITRUST
By: /s/Xxxx Xxxxxxxx By: /s/Xxxx Xxxxxxxx
--------------------------------------------- ----------------------------------------------
As Trustee Xxxx Xxxxxxxx
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