AMENDMENT NO. 1 TO THE SECOND RESTATED MANAGEMENT SERVICES AGREEMENT
Amendment No. 1 (the "Amendment") to the Second Restated Management
Services Agreement, dated as of March 12, 1998, by and among Sweetheart Holdings
Inc., a Delaware corporation ("Holdings"), Sweetheart Cup Company Inc., a
Delaware corporation ("Cup" and together with Holdings, the "Company"), American
Industrial Partners Management Company, Inc., a Delaware corporation ("AIPM"),
and SF Holdings Group, Inc., a Delaware corporation ("SF Holdings").
WHEREAS, Holdings, Cup, AIPM and SF Holdings are parties to the Second
Restated Management Services Agreement, dated as of March 12, 1998 (the
"Management Agreement"); and
WHEREAS, the parties hereto desire to extend the term of the Management
Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Amendment. Section 5 of the Management Agreement is hereby amended
by deleting the first sentence and replacing it with the following sentence:
Except as provided for herein, this Agreement shall be for an initial
term commencing on the date first above written and ending on the tenth
anniversary of the date first above written.
2. Ratification. Except as expressly amended and extended hereby, the
Management Agreement is ratified and affirmed and shall remain in full force and
effect in accordance with its terms.
3. Binding Effect; Assignability. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their successors and
permitted assigns.
4. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to any
choice or conflict of law provision or rule (whether in the State of New York or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of New York.
5. Counterparts. This Amendment may be executed in two or more
counterparts, each of which taken together shall constitute a fully-executed
original instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the day and year first above written.
SWEETHEART HOLDINGS INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
SWEETHEART CUP COMPANY INC.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
AMERICAN INDUSTRIAL PARTNERS
MANAGEMENT COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title:
SF HOLDINGS GROUP, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
Title:
