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AMENDMENT NO. 1 TO STOCK
PURCHASE AGREEMENT
Subject to the terms and conditions set forth in the Stock Purchase
Agreement, the Seller has agreed to sell to the Purchaser, and the Purchaser has
agreed to purchase from the Seller, 495 shares of common stock, par value $.01
per share, of Monarch Holdings, Inc., a Delaware corporation. The Seller and the
Purchaser wish to amend Sections 1.2 and 1.3 of the Stock Purchase Agreement as
set forth below. Capitalized terms not otherwise defined herein have the
meanings set forth in the Stock Purchase Agreement.
Amendment No. 1, dated as of March 3, 1997, to the Stock Purchase
Agreement, dated as of December 20, 1996 (the "Stock Purchase Agreement"),
between Paxar Corporation, a New York corporation (the "Purchaser"), and Odyssey
Partners, L.P., a Delaware limited partnership (the "Seller").
1. Section 1.2 of the Stock Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
Purchase Price. The aggregate purchase price (the "Purchase
Price") for the Purchased Shares shall consist of (i)
$100,000,000 in cash (the "Cash Consideration") and (ii)
warrants (the "Paxar Warrants") to purchase (A) 1,000,000
shares of common stock, par value $.10 per share, of the
Purchaser (the "Paxar Common Stock") in accordance with the
terms and conditions of the Warrant Agreement attached hereto
as Exhibit A (the "A Warrants") and (B) 200,000 shares of
Paxar Common Stock in accordance with the terms and conditions
of the Warrant Agreement attached hereto as Exhibit B (the "B
Warrants"). The Warrant Agreements attached hereto as Exhibits
A and B hereto, each of which shall be executed at the
Closing, are referred to herein collectively as the "Warrant
Agreements". The Purchaser shall pay the Cash Consideration in
one installment of $94,083,750 (the "Initial Payment") at the
Closing and in one installment of $5,907,559 (the "Deferred
Payment") on January 2, 1998, in accordance with a promissory
note in the amount of the Deferred Payment (the "Note") in the
form of Exhibit C hereto, which Note shall be secured by a
Letter of Credit issued by Fleet Bank substantially in the
form of Exhibit D hereto (the "Letter of Credit"). The amount
of the Deferred Payment (and the Note) has been reduced by (i)
an administrative fee payable to the issuer of the Letter of
Credit in the amount of $7,691 and (ii) legal fees payable to
Shearman & Sterling, counsel to the issuer of the Letter of
Credit, in the amount of $1,000.
2. Section 1.3 of the Stock Purchase Agreement is hereby amended and
restated in its entirety to read as follows:
The Closing. The parties will use their best efforts to cause
the closing of the purchase and sale of the Purchased Shares
(the "Closing") to take place no later than 10 business days
following the satisfaction of the conditions set forth in
Section 5.1(a) and (d) hereof. At the Closing, (a) the Seller
shall deliver to the Purchaser a certificate or certificates
evidencing the Purchased Shares to be sold
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to the Purchaser by the Seller, accompanied by duly executed
stock powers and all other necessary instruments of transfer,
(b) the Purchaser shall (i) pay to the Seller, by wire
transfer of immediately available funds, the Initial Payment,
(ii) deliver to the Seller the Note and the Letter of Credit
and (iii) issue and deliver to the Seller the Paxar Warrants
and (c) each party hereto shall otherwise perform all of its
obligations to be performed on or before the Closing
(including, without limitation, execution and delivery of the
Warrant Agreements and the Registration Rights Agreement
referred to in Section 4.10 (collectively, the Ancillary
Documents") and the obligations of the Purchaser under
Sections 4.3 and 4.4 hereof).
3. The parties agree that the Note attached to this Amendment No. 1 as
Exhibit C hereto shall, upon execution and delivery of this Amendment No. 1 by
the parties hereto, become Exhibit C to the Stock Purchase Agreement, and that
the Letter of Credit attached this Amendment No. 1 as Exhibit D hereto shall,
upon execution and delivery of this Amendment No. 1 by the parties hereto,
become Exhibit D to the Stock Purchase Agreement. The Purchaser represents and
warrants to the Seller that the Note, when issued and delivered at the Closing,
will be duly authorized, executed and delivered by the Purchaser.
4. The terms "this Agreement," "hereof," "hereunder" and words of like
meaning appearing in the Stock Purchase Agreement shall mean and refer to the
Stock Purchase Agreement as amended hereby. Except as otherwise amended by this
Amendment No. 1, the Stock Purchase Agreement shall remain in full force and
effect, and the Purchaser and the Seller each hereby reaffirm each of their
respective agreements, covenants and obligations set forth therein. This
Amendment No. 1 shall be governed by the laws of the State of New York, other
than the laws governing conflict of law matters and shall be binding upon and
inure to the benefit of the successors, heirs, and assigns of the respective
parties hereto. This Amendment No. 1 may be executed in counterparts, each of
which shall be deemed to be an original, and all of which together shall be
deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this Amendment No. 1
as of the date first above written.
THE PURCHASER: THE SELLER:
PAXAR CORPORATION ODYSSEY PARTNERS, L.P.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxxx Xxxxxx
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Xxxx Xxxxx Xxxxxxx Xxxxxx
Chief Financial Officer A General Partner
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