EXHIBIT 2.2
CHARGEURS PROTECTIVE, INC. ("BUYER")
55 Tower Road
Newton, Massachusetts
May 26, 2000
Ultra Pac, Inc. ("Seller")
Ivex Packaging Corporation
IPC, Inc.
100 Tri-State Drive, Suite 200
Lincolnshire, Illinois 60069
Re: Asset Purchase Agreement dated as of
April 22, 2000 between Buyer and Seller ("Agreement")
Gentlemen:
This will confirm the Agreement is hereby amended by adding
thereto Section 10.6(d) attached hereto as Exhibit A immediately after
Section 10.6(c).
Please confirm your agreement by executing two copies of this
letter and returning one to the undersigned.
Sincerely,
CHARGEURS PROTECTIVE, INC. ("BUYER")
By: /s/ Laurent Derolez
Name: Laurent Derolez
Title: President
CHARGEURS S.A. (AS GUARANTOR)
By: /s/ Laurent Derolez
Name: Laurent Derolez
Title: President
AGREED AND ACCEPTED:
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ULTRA PAC, INC.
By: /s/ G. Douglas Patterson
Name: G. Douglas Patterson
Title: Vice President
IVEX PACKAGING CORPORATION
IPC, INC. (as guarantors)
By: /s/ G. Douglas Patterson
Name: G. Douglas Patterson
Title: Vice President
Attachment
(EXHIBIT A)
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Exhibit A
[Section 10.6(d)]
(d) Newton Air Permits. Seller shall indemnify, defend and hold
harmless buyer against all Losses (including, without limitation, fines and
consequential damages) at the Newton Real Property based upon, arising out
of or otherwise in respect of Seller's failure to possess the applicable
state construction and air operating permits for the air sources identified
in the Comprehensive Plan Application filed by Seller prior to the Closing
Date in accordance with Section 10.6(a), except that notwithstanding
Section 10.4(A)(a), the Buyer shall pay for the first $500,000 of all such
Losses, the Seller shall pay for the second $500,000 of all such Losses
and, for all Losses in excess of $1,000,000, such Losses in excess of
$1,000,000 shall be shared by the Seller and Buyer, 90% to the Seller and
10% to the Buyer subject to the Cap in Section 10.4(A)(3). The Losses borne
by Buyer shall be credited against the Basket Amount.
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