AMENDMENT NO.1 TO ASSET PURCHASE
AGREEMENT
APRIL 10, 2007
This AMENDMENT TO
ASSET PURCHASE AGREEMENT and related schedules dated as of
April 10, 2007 (this “ Amendment ”) is made
by and among The Employee Ownership Holding Company, Inc., a
Delaware corporation (“ TEOHC ”), N & NW
Manufacturing Holding Company, Inc., a California corporation
(“ N&NW ”), Noll Manufacturing Company, a
California corporation, M & N Plastics, Inc., an Oregon
corporation (“ M&N ”), and TEOHC Real Estate
Holding Company LLC, a Delaware limited liability company (“
TEOHC-REHC ”) (TEOHC, N&NW, NOLL, M&N and
TEOHC-REHC are collectively referred to as “ Sellers
”), and Noll Acquisition, LLC, a Delaware limited liability
company (“ Buyer ”).
The parties hereto
are parties to that certain Asset Purchase Agreement dated
March 9, 2007 (the “ Purchase Agreement ”).
Capitalized terms used but not otherwise defined herein will have
the meanings given to them in the Purchase Agreement and the
accompanying schedules.
The parties hereto
desire to amend the Purchase Agreement and the accompanying
schedules.
NOW THEREFORE, in
consideration of the respective warranties, covenants and
agreements of the parties contained herein, and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
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1.
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The
parties acknowledge and understand that M&N is an Oregon
corporation, not a California corporation, and that the preamble to
the Purchase Agreement and the preamble to the Disclosure Schedule
thereto are hereby amended to conform with this understanding so
that all references to “M & N Plastics, Inc., a
California corporation (“ M&N ”)”
shall be amended to read “M & N Plastics, Inc., an Oregon
corporation (“ M&N ”). ”
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2.
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Sellers’ address in
Section 11.04(i) (Notices) of the Purchase Agreement is hereby
deleted in its entirety and replaced with the following
address:
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The Employee
Ownership Holding Company
c/o Robert Eddy
14550 Wolfgang Road
Truckee, California 96161
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3.
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Section 3.06 (Allocation of the
Purchase Price) of the Purchase Agreement is hereby amended by
adding the phrase “plus the amount of the Assumed Liabilities
as set forth in the Closing Statement of Net Assets” after
the words “The Final Purchase Price” in the first
sentence of Section 3.06.
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4.
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The
Buyer and the Sellers hereby acknowledge and agree that if the
portion of the Final Purchase Price allocated to any parcel of the
Real Property post Closing exceeds the amount on which the transfer
tax was paid at Closing, the Buyer and the Sellers each
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agree to pay one-half of any
additional amounts assessed and to work together to complete and
file any necessary documentation in connection therewith, including
but not limited to, an amended Real Estate Excise Tax Affidavit in
Washington and/or an amended Preliminary Change of Ownership Report
in California, as applicable. In addition, the Sellers and the
Buyer hereby acknowledge a
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