3
1119979
Exhibit 2(b)
FIRST AMENDMENT
TO
STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the
"Amendment") is made and entered into as of the 10th day of
October, 2000 by and among MINI CROWN FUNDING CORP., a Delaware
corporation (the "Buyer"), the Buyer's parent, SOVEREIGN
SPECIALTY CHEMICALS, INC., a Delaware corporation (the "Parent"),
IMPERIAL ADHESIVES, INC., an Ohio corporation ("Imperial"), and
NS GROUP, INC., a Kentucky corporation (the "Seller"). The
Buyer, the Parent, the Seller, and Imperial are referred to
herein individually as a "Party" and collectively as the
"Parties." Capitalized terms used but not defined herein shall
have the meaning assigned to them in certain Stock Purchase
Agreement dated as of September 13, 2000 by and among the Parties
(the "Stock Purchase Agreement").
RECITALS
A. Certain disputes have arisen among the Parties
regarding certain terms of the Stock Purchase Agreement. In
order to resolve those disputes, the Parties have agreed to amend
the Stock Purchase Agreement as set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals,
and the mutual agreements herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby mutually acknowledged, the Stock Purchase Agreement is
amended as follows:
1. Section 1 of the Stock Purchase Agreement,
entitled "Definitions," is hereby amended by deleting the
definition of "Preliminary Statement of Net Work Capital" in
its entirety.
2. Section 2(b) of the Stock Purchase Agreement,
entitled "Purchase Price," is hereby amended by deleting the
phrase ", as preliminarily adjusted in accordance with the
provisions of Section 2(c) hereof".
3. Section 2(c) of the Stock Purchase Agreement,
entitled "Working Capital Adjustment," is hereby amended as
follows:
(a) by deleting the clause "At the Closing, the
Purchase Price shall be adjusted upward or downward on
a dollar-for-dollar basis by the amount by which the
Net Working Capital of Imperial at Closing is more or
less than $6,550,000," appearing in the first sentence
thereof and substituting therefor the clause "Pursuant
to the provisions of Section 2(g) hereof, the Purchase
Price shall be adjusted upward or downward on a dollar-
for-dollar basis by the amount by which the Net Working
Capital of Imperial at Closing is more or less than
$7,450,000," in its place and stead; and
(b) by deleting the last sentence of Section 2(c)
in its entirety.
4. Section 2(e)(ii)(A) of the Stock Purchase
Agreement is hereby amended by deleting the phrase "at the
Closing pursuant to Section 2(c) above and subject to
further adjustment" appearing on the second and third lines
thereof.
5. Section 2(g) of the Stock Purchase Agreement,
entitled "Post-Closing Purchase Price Adjustment," is hereby
amended by deleting the phrase "Net Working Capital of
Imperial as disclosed on the Preliminary Statement of Net
Working Capital" throughout Section 2(g) and substituting
therefor the phrase "Target Net Working Capital Amount" in
its place and stead.
6. All of the other terms and provisions of the Stock
Purchase Agreement, except as hereinabove amended by the terms of
this Amendment, shall remain in full force and effect.
7. This Amendment shall be effective as of the date first
above written.
8. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered will
be deemed an original, and such counterparts together will
constitute one instrument.
IN WITNESS WHEREOF, the Parties have entered into this
Amendment on the day and year first above written.
BUYER:
MINI CROWN FUNDING CORP.
By:
Name:
Title:
PARENT:
SOVEREIGN SPECIALTY CHEMICALS,
INC.
By:
Name:
Title:
IMPERIAL:
IMPERIAL ADHESIVES, INC.
By:
Name:
Title:
SELLER:
NS GROUP, INC.
By:
Name:
Title:
