AMENDMENT NO. 1, ASSIGNMENT AND CONSENT TO ASSIGNMENT OF
STOCK PURCHASE AND SALE AGREEMENT
AMENDMENT NO. 1, ASSIGNMENT AND CONSENT TO ASSIGNMENT OF STOCK PURCHASE
AND SALE AGREEMENT, dated May 7, 1999 (the "Amendment"), by and among Samstock,
L.L.C., a Delaware limited liability company ("Samstock"), Danielson Holding
Corporation, a Delaware corporation (the "Company") and SZ Investments, L.L.C.,
a Delaware limited liability company ("SZ") relating to the Stock Purchase and
Sale Agreement (the "Purchase Agreement"), dated as of April 14, 1998, by and
between Samstock and the Company. All capitalized terms not otherwise defined
herein shall have the meanings given such terms in the Purchase Agreement.
WHEREAS, Samstock is controlled by SZ, its sole limited liability
company member;
WHEREAS, pursuant to the Purchase Agreement, Samstock agreed to
purchase from the Company, and the Company agreed to sell to Samstock, the
Shares and the Warrant;
WHEREAS, Samstock and the Company desire to amend certain of the terms
and conditions set forth in the Purchase Agreement as provided in Section 11.4
of the Purchase Agreement;
WHEREAS, Samstock desires to assign to SZ (the "Assignment"), and SZ
desires to assume from Samstock (the "Assumption"), all of Samstock's rights,
duties, obligations and interest arising under the Purchase Agreement; and
WHEREAS, the Company desires to consent to the Assignment and the
Assumption.
NOW, THEREFORE, in consideration of the premises and the mutual
promises herein made, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Amendment. Samstock and the Company agree that the last
sentence of Section 11.4 of the Purchase Agreement is hereby amended and
restated in its entirety as follows:
"This Agreement may not be assigned by operation of law or otherwise,
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without the prior written consent of each party hereto."
2. Assignment and Assumption. Samstock hereby assigns to SZ all of its
rights, obligations, duties, liabilities and interests arising under or relating
to the Purchase Agreement, as amended by this Amendment, and SZ hereby accepts
this Assignment from Samstock. Samstock shall be released from, and SZ shall
assume as its direct obligations as if SZ were the original party to the
Purchase Agreement with the Company, all of Samstock's rights, obligations,
duties, liabilities and interests arising under or relating to the Purchase
Agreement, as amended by this Amendment, and agrees to perform and discharge all
of Samstock's obligations, duties, and liabilities thereunder. The Assignment
and Assumption shall be effective as of the date hereof.
3. Consent to Assignment and Assumption. The Company hereby consents,
pursuant to Section 11.4 of the Purchase Agreement, as amended by this
Amendment, to the Assignment and Assumption as provided in the foregoing
paragraph and agrees that wherever the term "Samstock" and/or "Purchaser"
appears in the Purchase Agreement or the Exhibits thereto, it shall be deemed to
read and refer to SZ. The Company hereby fully, finally and forever waives,
releases and discharges Samstock from any and all claims, causes of action,
demands, suits, costs, liabilities, debts, expenses (including but not limited
to reasonable attorneys' fees) and damages, that it now may have, ever had, or
hereafter may acquire of whatsoever nature and kind, whether known or unknown,
whether now existing or hereafter arising, whether at law or in equity, in
contract, tort or otherwise, by statute or common law, arising out of the
Purchase Agreement.
4. Miscellaneous.
(a) Reaffirmation. Except as expressly modified hereby, the
Company and SZ hereby reaffirm each and every provision set forth in the
Purchase Agreement and, except as modified hereby, the Company and SZ
acknowledge and agree that each provision and obligation therein continues in
full force and effect. SZ hereby makes each of the representations and
warranties contained in Section 4 of the Agreement as of the date of the
Purchase Agreement. References to the "Agreement" in the Purchase Agreement
shall hereinafter be deemed to mean such Agreement as amended by this Amendment.
(b) Counterparts. This Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but both of which
together will constitute one and the same instrument.
(c) Headings. The section headings contained in this Amendment
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Amendment.
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(d) Governing Law; Jurisdiction; Process. This Amendment shall
be governed by and construed in accordance with the internal laws (and not the
laws of conflicts) of the State of Delaware.
(e) Parties in Interest. This Amendment shall be binding upon
and inure to the benefit of the parties hereto and their respective legal
representatives, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1, Assignment and Consent to Assignment of Stock Purchase and Sale Agreement as
of the date first above written.
SAMSTOCK, L.L.C.
By: /s/ Donald J. Liebentritt
__________________________________
Name: Donald J. Liebentritt
Title: Vice President
SZ INVESTMENTS, L.L.C.
By: /s/ Donald J. Liebentritt
________________________________
Name: Donald J. Liebentritt
Title: Vice President
DANIELSON HOLDING CORPORATION
By: /s/ David Barse
________________________________
Name: David Barse
Title: President and
Chief Operating Officer
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