EXECUTION COPY
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AMENDMENT NO. 1
DATED APRIL 20, 2000
TO
STOCK PURCHASE AGREEMENT
DATED AS OF JANUARY 20, 2000
BETWEEN
DYNAMIC MATERIALS CORPORATION
AND
SNPE, INC.
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THIS AMENDMENT NO. 1 (this "Amendment") to the Stock Purchase Agreement
dated as of January 20, 2000 (the "Agreement") between Dynamic Materials
Corporation (the "Company") and SNPE, Inc. ("Buyer") is entered into by the
parties thereto as of April 20, 2000. Capitalized terms used herein have the
same meanings ascribed to them in the Agreement.
RECITALS
WHEREAS, the Company and Buyer are parties to the Agreement; and
WHEREAS, to facilitate the Closing and provide adequate time for the
satisfaction of all of the conditions thereto set forth in the Agreement, the
Company and Buyer wish to amend the Agreement;
NOW THEREFORE, in consideration of the premises and the agreements
set forth herein, and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. AMENDMENTS TO THE AGREEMENT.
(a) AMENDMENT TO SECTION 2.1.
SECTION 2.1 IS AMENDED AND RESTATED IN ITS ENTIRELY AS FOLLOWS:
"Section 2.1 DATE OF CLOSING. The consummation of
the purchase and sale of the Shares contemplated
hereby (the "CLOSING") shall take place on the
earlier of June 30, 2000 (or such other date as the
parties may mutually agree upon) or the fifth
business day following the date upon which the last
remaining condition set forth in Articles VI and VII
has been satisfied or waived by the party entitled
to waive that condition, at the offices of
__________________________________________________
at ____________ local time, or on such other date or
at such other place designated by the parties in
writing. The date on which the Closing
is effected is referred to in this Agreement as the
"CLOSING DATE." At the Closing, the parties shall
execute and deliver the documents referred to in
Articles VI and VII."
(b) AMENDMENT TO SECTION 8.1(B).
SECTION 8.1 (B) IS AMENDED AND RESTATED IN ITS ENTIRETY AS FOLLOWS:
"Section 8.1(b) By either Buyer or the Company, if
the Closing shall not have occurred on or before
June 30, 2000 or such other date as the parties may
mutually agree upon, (the "TERMINATION DATE") or any
closing condition set forth in Articles VI or VII
has not been satisfied by the date required for such
satisfaction by the party of whom performance is
required; PROVIDED, HOWEVER, that the right to
terminate this Agreement pursuant to this SECTION
8.1(B) shall not be available to any party that is
in material breach of this Agreement at the time the
notice of termination is delivered or whose delay or
failure to fulfill any obligation under this
Agreement has been the cause of, or resulted in, the
failure of the Closing to occur on or before such
date nor to Buyer if not available to Buyer under
Section 8.1(d)(ii);"
2. CONTINUED EFFECT. Except as expressly set forth herein, the terms
of the Agreement remain in full force and effect. Each of the parties expressly
affirms its obligations in the Agreement notwithstanding the amendments effected
by this Amendment. No waiver of any provisions of the Agreement effected by this
Amendment shall entitle either party to any other or further waiver in the same,
similar or other circumstances. The parties agree that all references to the
Agreement shall mean the Agreement as amended by this Amendment.
3. EFFECTIVENESS. This Amendment shall become effective immediately
upon the execution hereof by the
parties hereto.
4. GOVERNING LAW. THIS AGREEMENT AND THE RESPECTIVE RIGHTS, DUTIES AND
OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT GIVING EFFECT TO THE CONFLICTS OF
LAW PROVISIONS THEREOF.
5. COUNTERPARTS. This Amendment may be executed in two or more
counterparts, each of which shall be deemed to be an original, and such
counterparts together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1
as of the date first above written.
DYNAMIC MATERIALS CORPORATION
By: /s/ XXXXXX X. XXXXXXX
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Name: Xxxxxx X. Xxxxxxx
Title: President
Witness:
SNPE S.A. SNPE, INC.
By: /s/ XXXX XXXXX By: /s/ XXXXXXX XXXXXXX
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Name: Xxxx Xxxxx Name: Xxxxxxx Xxxxxxx
Title: Chairman Title: President
