FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT ("First Amendment") is
made and entered into this 21st day of May, 1999 by and between ALLTRISTA
PLASTICS CORPORATION, an Indiana corporation ("Seller"), and SPARTECH
CORPORATION, a Delaware corporation ("Buyer"). Capitalized terms used but not
defined herein shall have the meanings ascribed to them in the Asset Purchase
Agreement (as hereinafter defined).
RECITALS:
A. Buyer and Seller are parties to a certain Asset Purchase Agreement
dated May 4, 1999 (the "Asset Purchase Agreement") whereby Seller
agreed to sell, and Buyer agreed to buy, certain of the assets of
Alltrista Plastics Packaging Company.
B. Buyer and Seller desire to amend the Asset Purchase Agreement to
adjust the Purchase Price to be paid at Closing.
AGREEMENT:
In consideration of the mutual promises, covenants and conditions
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Section 3.1 is hereby deleted in its entirety and replaced by the
following:
3.1 Consideration, Payment.
(a) Subject to adjustments provided in Section 3.2, the cash
consideration to be paid by Buyer to Seller for the Assets
is Twenty-Eight Million Seven Hundred Thousand Dollars
($28,700,000) (the "Purchase Price").
(b) The Purchase Price shall be paid at Closing in immediately
available funds.
(c) The Purchase Price is in addition to all liabilities and
obligations of Seller to be assumed by Buyer pursuant to
Article IV. Such Assumed Liabilities, together with the
Purchase Price, are collectively referred to as the
"Aggregate Consideration".
2. Except as expressly amended and modified hereby, all of the terms and
provisions of the Asset Purchase Agreement shall remain in full force and effect
and hereby are restated and ratified by the parties.
3. The Asset Purchase Agreement, as amended by this First Amendment
(including the Schedules and Exhibits hereto and thereto), constitutes the
entire agreement and supersedes all prior agreements and understanding, oral and
written, between the parties hereto with respect to the subject matter hereof
and cannot be changed or terminated orally.
4. This First Amendment may be executed in any number of counterparts, each
of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument.
The parties hereto have caused this First Amendment to be duly executed as
of the date first written above.
ALLTRISTA PLASTICS CORPORATION
By: /s/ Xxxxx X. Xxxxx
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(Signature)
Xxxxx X. Xxxxx
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(Printed Name)
Secretary
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(Title)
SPARTECH CORPORATION
By: /s/ Xxxxx X. Xxxxxx
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(Signature)
Xxxxx X. Xxxxxx
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(Printed Name)
VP Finance & CFO
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(Title)
