THIRD AMENDMENT TO
ASSET PURCHASE
AGREEMENT
THIS THIRD AMENDMENT TO ASSET PURCHASE
AGREEMENT (this
“ Amendment ”), effective as of the 3
rd day of April, 2009, by and among Baltimore US
Inc., a Delaware corporation (“ U.S. Purchaser
”), Baltimore Acquisition (Cayman Islands) Limited, an
exempted company incorporated in the Cayman Islands (“
Foreign Purchaser ”, together with the U.S. Purchaser,
the “ Purchasers ”), Chesapeake Corporation, a
Virginia corporation (the “ Company ”), and the
U.S. Operating Subsidiaries (as defined in the Agreement, and
together with the Company, the “ Sellers ”),
recites and provides as follows:
WHEREAS , the Sellers and the Purchasers
are parties to that certain Asset Purchase Agreement, dated as of
December 29, 2008, as amended by the First Amendment to Asset
Purchase Agreement, dated as of January 29, 2009, and the Second
Amendment to Asset Purchase Agreement, dated as of March 22, 2009
(as amended, the “ Agreement ”); and
WHEREAS , the Sellers and the Purchasers desire to amend
the terms of the Agreement as set forth herein.
NOW, THEREFORE , in consideration of the mutual covenants,
agreements and warranties herein contained, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
Capitalized terms used herein and not otherwise
defined shall have the meaning given to such terms in the
Agreement.
Section 6.5(c)
of the Agreement is hereby deleted and replaced in its entirety as
follows:
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(c) Sellers shall use
their commercially reasonable efforts to: (i) obtain entry of the
Bidding Procedures Order at the Bidding Procedures Hearing and, in
any case, no later than January 20, 2009, (ii) ensure that Bids are
due no later than March 17, 2009, (iii) ensure that the Auction (to
the extent required by the Bankruptcy Court), during which Sellers
will solicit qualified bids (“Qualified Bids”) from
other prospective purchasers (collectively, “Qualified
Bidders”) for the sale of all or substantially all of the
Acquired Assets in accordance with the procedures set forth in the
Bidding Procedures Order, shall be held and closed no later than
March 19, 2009, (iv) obtain entry of the Sale Order no later than
March 23, 2009 and (v) consummate the Closing as soon as
practicable after the approval of the Sale Order and no later than
April 30, 2009.
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Section 8.1(m) of the Agreement is hereby
deleted and replaced in its entirety as follows:.
