EXHIBIT 10.1
AMENDMENT NO. 1 TO ASSETS PURCHASE AGREEMENT
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AMENDMENT NO. 1 TO ASSETS PURCHASE AGREEMENT ("Amendment No.
1"), dated as of September 30, 1998, to the Assets Purchase Agreement (the
"Assets Purchase Agreement"), dated as of August 26, 1998, by and among Artra
Group Incorporated ("Artra"), BCA Holdings, Inc. ("BCA"), Bagcraft Corporation
of America ("Seller"), the Principal Stockholders named therein, Packaging
Dynamics, L.L.C. (the "Company") and Bagcraft Acquisition, L.L.C. (the "Buyer").
Capitalized terms used but not defined herein shall have the respective meanings
assigned to them in the Assets Purchase Agreement.
W I T N E S E T H:
WHEREAS, Artra, BCA, Seller, the Principal Shareholders, the
Company and Buyer have agreed to enter into this Amendment No. 1 to change
certain terms of the Assets Purchase Agreement.
NOW, THEREFORE, the parties hereto, each intending to be
contractually bound, hereby agree as follows:
1. Amendments. The parties hereto hereby agree that the Assets
Purchase Agreement is hereby amended as follows:
(a) Section 3.1 of the Assets Purchase Agreement is
hereby amended by deleting the words "10.0% per annum" appearing in clause (ii)
thereof and by inserting in lieu thereof the words "5.0% per annum".
(b) Section 4 of the Assets Purchase Agreement is
hereby amended by (i) deleting the words "business day" and by inserting in lieu
thereof the words "business day that is Friday" and (ii) deleting the words
"November 16, 1998 (or December 18, 1998 in the event that Artra's Proxy
Statement (as hereinafter defined) is reviewed by the Securities and Exchange
Commission)" appearing in the proviso thereof and by inserting the words
"December 18, 1998" in lieu thereof.
(c) Section 9.7 of the Assets Purchase Agreement is
hereby amended by deleting the words "September 30, 1998" appearing in clause
(x) thereof and by inserting in lieu thereof the words "October 30, 1998".
(d) Section 13.1 of the Assets Purchase Agreement is
hereby amended by deleting the words "November 16, 1998 (or by the latter of the
dates set forth in Section 9.7 with respect to Section 9.7) or by December 18,
1998 if the SEC shall have reviewed Artra's Proxy Statement" appearing in clause
(ii) thereof and by inserting in lieu thereof the words "December 18, 1998" (or
by the latter of the dates set forth in Section 9.7 with respect to Section
9.7)".
(e) Section 13.1 of the Assets Purchase Agreement is
hereby amended by deleting the words "November 16, 1998, or by December 18, 1998
if the SEC shall have reviewed Artra's Proxy Statement" appearing in clause (iv)
thereof and by inserting in lieu thereof the words "December 18, 1998".
(f) The Assets Purchase Agreement is hereby amended by
deleting Exhibit B attached thereto in its entirety and by inserting in lieu
thereof Exhibit B attached to this Amendment No. 1.
2. Assets Purchase Agreement Effective. Except as otherwise
explicitly provided for herein, the Assets Purchase Agreement shall remain in
full force and effect.
3. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED UNDER, THE LAWS OF THE STATE OF ILLINOIS.
IN WITNESS WHEREOF, the undersigned have duly executed this
Amendment No. 1 to be effective as of September 30, 1998.
BAGCRAFT ACQUISITION, L.L.C.
By: _______________________________
PACKAGING DYNAMICS, L.L.C.
By: _______________________________
ARTRA GROUP INCORPORATED
By: _______________________________
BCA HOLDINGS, INC.
By: _______________________________
BAGCRAFT CORPORATION OF AMERICA
By: _______________________________
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