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Exhibit 10(e)
AMENDMENT TO SALE AGREEMENT
THIS AMENDMENT TO SALE AGREEMENT (the "Amendment") is entered into as
of the 23rd day of November, 1998, between CONTICO INTERNATIONAL, INC., a
Missouri corporation ("Contico"), and XXXXX INDUSTRIES, INC., an Ohio
corporation ("Buyer").
RECITALS:
A. Contico and the Buyer have entered into a Sale Agreement, dated as
of November 2, 1998 ("Agreement"), pursuant to which the Buyer has agreed to
acquire Contico's interest in Allibert-Contico, L.L.C., a Missouri limited
liability company (the "Company"), and capitalized terms used in this Amendment
without definition have the respective meanings ascribed to them in the
Agreement.
B. Contico and the Buyer have reached an understanding regarding
certain modifications to the Agreement.
AGREEMENT:
IN CONSIDERATION OF the premises, the covenants and agreements in the
Agreement and this Amendment, and other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto
agree as follows:
1. The first sentence of Section 1.2 of the Agreement is hereby amended
to add the phrase "(or, if the $500,000 reduction in Section 6.10 below applies,
$22,000,000)" immediately following the $22,500,000 figure in such sentence.
2. Section 1.3(a) of the Agreement is hereby amended by the addition of
the following phrase at the end of such subsection:
; provided, however, that if the $500,000 reduction in Section 6.10
below applies, then the first two dollar amounts in this subsection (a)
shall be $22,000,000 and $21,000,000, respectively.
3. The first sentence of Section 1.3(c) of the Agreement is hereby
replaced in its entirety with the following sentence:
If the Contico Interest Purchase Price adjustment represents
an increase of the Contico Interest Purchase Price above $22,500,000
(or, if the $500,000 reduction in Section 6.10 below applies,
$22,000,000), then (i) Contico shall be entitled to receive the entire
escrow account and all earnings thereon, and (ii) the Buyer shall pay
the amount of such increase by wire transfer of immediately available
funds to such account(s) as Contico shall direct.
4. Section 6.10 of the Agreement hereby is amended by (a) deleting the
reference, at the end of that Section, to the amount of One Million Dollars
($1,000,000), and (b) replacing such amount with the amount of Five Hundred
Thousand Dollars ($500,000). For the avoidance of doubt, the other references in
such Section to One Million Dollars ($1,000,000) remain unchanged.
5. Except to the extent modified by this Amendment, the Agreement
remains in force and effect. This Amendment may be executed in multiple
counterparts, with signatures transmitted by facsimile to be original signatures
for all purposes, each of such counterparts constituting an original, and all of
which counterparts taken together shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized representatives on the day and year first
above written.
CONTICO INTERNATIONAL, INC.
BY /s/ XXXXX X. XXXX
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XXXXX X. XXXX, VICE CHAIRMAN
XXXXX INDUSTRIES, INC.
BY /s/ XXXXXXX X. XXXXXXXX
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XXXXXXX X. XXXXXXXX
VICE PRESIDENT-FINANCE
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