FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
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This First Amendment to Asset Purchase Agreement (the "First Amendment") is
entered into this 24th day of June, 1997 by and among Recycling Industries of
South Carolina, Inc., a Colorado corporation ("RISCI"), Recycling Industries,
Inc., a Colorado corporation (the "Parent"), Addlestone International
Corporation, a Delaware corporation ("AIC"), and Xxxxxx Addlestone
("Addlestone") with reference to the following facts:
A. Parent, RISCI, AIC and Addlestone have entered into an Asset
Purchase Agreement dated April 7, 1997 (the "Asset Agreement") whereby RISCI
will acquire substantially all of the assets and business of AIC.
B. The Parties have agreed to certain changes in the terms of the Asset
Agreement and desire to amend the Asset Agreement as provided herein.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency
of which hereby are acknowledged, the parties hereto agree as follows:
1. Purchase Price for AIC Assets. Section 3.1 of the Asset Agreement
is amended in its entirety to read as follows:
3.1 Purchase Price for AIC Assets. Subject to Section 10.14 below,
RISCI shall pay the total amount of $6,000,000 plus an amount equal to the
value of AIC's Unprocessed Inventory, as determined in accordance with Section
3.2, below in immediately available funds at Closing (the "Purchase Price") to
AIC for the purchase of the AIC Assets.
2. The Purchase Price. Section 10.2 of the Asset Agreement is amended
in its entirety to read as follows:
10.2 The Purchase Price. RISCI shall deliver to AIC the Purchase Price.
3. Indemnity Agreements of AIC and Addlestone. The proviso of Section
11.2 is amended in its entirety to read as follows:
provided however, (A) that AIC and Addlestone shall not be required to
indemnify RISCI and Parent until the aggregate amount of any such
indemnification equals or exceeds $25,000, at which time AIC and Addlestone
shall indemnify and reimburse RISCI and the Parent for all such amounts
incurred (including the first $25,000) and (B) that the aggregate amount of the
indemnification obligation of AIC and Addlestone shall not exceed $250,000.
4. Indemnity Agreements of RISCI and Parent. The proviso of Section
11.3 is amended in its entirety to read as follows:
provided however, (A) that RISCI and Parent shall not be required to indemnify
AIC and Addlestone until the aggregate amount of any such indemnification
equals or exceeds $25,000, at which time RISCI and Parent shall indemnify and
reimburse AIC and Addlestone for all such amounts incurred (including the first
$25,000) and (B) that the aggregate amount of the indemnification obligation of
RISCI and Parent shall not exceed $250,000.
5. Consideration Stock. Because no Consideration Stock will be
delivered at Closing, the following Sections of the Asset Agreement are deleted
in their entirety:
5.5 Consideration Stock
8.12 Subscription Agreement
9.6 Designations of Consideration Stock
9.8 Legal Opinion
10.3 Subscription Agreement
10.12 Legal Opinion
6. No Other Changes. Unless specifically amended by this First
Amendment, all other provisions of the Asset Agreement remain in full force and
effect.
7. Definitions. All capitalized terms used in this First Amendment,
unless otherwise defined herein, shall have the meaning ascribed to them in the
Asset Agreement.
IN WITNESS WHEREOF, the parties hereto, through their respective
duly authorized officers, all as of the day and year first above written.
"RISCI"
RECYCLING INDUSTRIES OF SOUTH CAROLINA, INC.
June 24, 1997 By:
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Xxxxxx X. Xxxxx, Chairman and CEO
THE "PARENT"
RECYCLING INDUSTRIES, INC.
June 24, 1997 By:
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Xxxxxx X. Xxxxx, Chairman and CEO
"AIC"
ADDLESTONE INTERNATIONAL CORPORATION
June 24, 1997 By:
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Xxxxxx Addlestone, President
"ADDLESTONE"
June 24, 1997 By:
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Xxxxxx Addlestone
