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EXHIBIT 2(b)
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement ("Amendment") is
entered into on this 2nd day of October, 1996 by and among Quaker State
Corporation (the "Buyer"), a Delaware corporation with its principal office at
000 Xxxx Xxxx Xxxxxxxxx Xxxxxxx, Xxxxxx, Xxxxx 00000, Xxxx Xxxxxxxxxxx a/k/a
Xxxx Xxxxx ("Xxxx"), with an address c/o Todtman, Young, Tunick, Nachamie,
Xxxxxxx & Spizz, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxxx
Xxxxxxxxxxx a/k/a Xxxxx Xxxxx ("Xxxxx"), with an address c/o Todtman, Young,
Tunick, Nachamie, Xxxxxxx & Spizz, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, Xxxx Xxxxxxxxxxx a/k/a Xxxx Xxxxx ("Xxxx"), with an address c/o Todtman,
Young, Tunick, Nachamie, Xxxxxxx & Spizz, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, and Xxxxxx Xxxxxxx ("Xxxxxx"), with an address c/o Todtman, Young,
Tunick, Nachamie, Xxxxxxx & Spizz, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, (Mark, David, Xxxx and Xxxxxx are individually referred to herein as a
"Seller" and collectively as the "Sellers").
WHEREAS, the Sellers and the Buyer entered into a certain Stock
Purchase Agreement ("Agreement") on August 30, 1996 with respect to the sale by
the Sellers to the Buyer of all of the issued and outstanding common stock of
MEDO Industries, Inc. ("MedoNY") and other companies owned by the Sellers; and
WHEREAS, the Buyer and the Sellers desire to amend the Agreement
in the manner provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and upon
the terms and conditions set forth herein and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
mutually agree as follows:
1. 1.1. Amendment to Section 5.1.1 of the Agreement.
Section 5.1.1 of the Agreement is hereby amended by deleting the text of such
Section in its entirety and replacing such text with the following:
5.1.1 Cash (whether available or borrowed) in the amount of $2.5
million to pay federal, state and/or local income taxes of the
Sellers. All such distributions are referred to herein as
"Permitted S Corporation Tax Distributions," and all such
distributions which are financed with funds borrowed under the
Company's credit agreements, are referred to herein as "Permitted
Financed S Corporation Tax Distributions."
1.2. Amendment to Section 9.2.2 of the Agreement.
Section 9.2.2 of the Agreement is hereby amended by adding the following
sentence to the end of Section 9.2.2: "In addition, notwithstanding anything
in Section 9.2.1 to the contrary, to the extent indemnification is sought under
Section 9.2.1 hereof in respect of the matter described under the caption
"Ozium Citrus Fragrance" on Schedule 3.20 hereto, the aggregate liability of
the Sellers under Section 9.2.1 with respect to such matters shall not exceed
$75,000."
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2. Ratification of Agreement. Except as amended by this
Amendment, the Agreement is hereby ratified in its entirety and remains in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of October 2, 1996.
QUAKER STATE CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Senior Vice President,
General Counsel and Secretary
XXXX XXXXXXXXXXX XXXXX XXXXXXXXXXX
a/k/a XXXX XXXXX a/k/a XXXXX XXXXX
/s/ XXXX XXXXX /s/ XXXXX XXXXX
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XXXX XXXXXXXXXXX
a/k/a XXXX XXXXX XXXXXX XXXXXXX
/s/ XXXX XXXXX /s/ XXXXXX XXXXXXX
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