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AMENDMENT TO STOCK PURCHASE AGREEMENT
This Amendment to Stock Purchase Agreement ("the Amendment") is between
Reinforced Plastic Systems Inc. ("Seller"), CC&E/RPS, Inc. ("Company"), and
Specialty Solutions, Inc. ("Purchaser"), effective as of May 8, 1998.
WHEREAS, the Seller, Company and Purchaser entered into that certain Stock
Purchase Agreement dated April 8, 1998 ("the Agreement");
WHEREAS, since that date the parties have agreed to amend certain provisions of
the Agreement as set forth herein;
NOW, THEREFORE, the parties agree as follows:
1. The second paragraph of Section 1(d) of the Agreement shall be amended to
add to the end of the sentence a new clause: ", including the following
jobs: Amsdorf, Absorbers Schwedt, Ductwork Schwedt, Megalopolis (original
and local contracts -- 2), Mumsdorf, and Deuben)."
2. Section 3(h) shall be amended to replace "492" with "1000".
3. Section 1(d) shall be amended to add the following new paragraph:
"Purchaser shall not be assuming the Asset Purchase Agreement dated April
29, 1998 between Seller and Company or any liability thereunder, except as
any terms relate to the obligations and responsibilities of Company to
deliver, assign and transfer the German assets. Seller will release and
hold harmless Company and Purchaser from any and all liability under the
Asset Purchase Agreement, except with respect to the obligations and
responsibilities of the Company to deliver, assign and transfer the German
assets.
4. Section 9.1.2 shall be amended to add the following new sentence: "If
Purchaser receives notice of any audit or proceedings related to tax
matters arising prior to the Closing, Purchaser shall promptly notify
Seller of same and provide opportunity for Seller to attend and participate
in such proceedings."
5. Section 11 (b) shall be amended to add the following sentence immediately
following the first sentence in the last paragraph: "This indemnity shall
be net of any tax benefit relating to the expense or tax which gave rise to
the indemnification obligation."
The Agreement, except as amended above, shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the parties as of
the date first above written.
Specialty Solutions, Inc. Reinforced Plastic Systems, Inc.
/s/ XXX XXX /s/ XXXXXXX XXXXXXX
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By: Xxx Xxx By: Xxxxxxx Xxxxxxx
CC&E/RPS, Inc.
/s/ X.X. XXXXXXXXX
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By: X.X. XxXxxxxxx
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