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Technical Amendment No. 1 dated as of December 18, 1996
1. Section 1.5(a)(ii) of Amended Stock Purchase Agreement dated as of November
7, 1996 by and among SCSM Holdings, Inc., South Charleston Stamping &
Manufacturing Company, Mayflower Acquisition Corporation, and The Mayflower
Corporation Plc (the "Amended Contract") is hereby amended to read as follows in
its entirety:
"(ii) Within thirty (30) days after the Closing Date, the Buyer shall (and
Mayflower shall cause the Buyer to) cause the Company's management to prepare
and deliver to the Seller and the Buyer a statement setting forth the Company's
Net Assets (the "Closing Net Assets") as of the close of business, Eastern
Standard Time on December 4, 1996 (the "Closing Statement of Net Assets"),
together with a representation by the Company's management that the Closing
Statement of Net Assets has been prepared consistent with past accounting
practices, policies and procedures with consistent classifications utilized by
the Company's management in the preparation of the Initial Statement and the
Pre-Closing Statement; provided, however, that the Closing Statement of Net
Assets shall not reflect any liability or reserve for any cost or expense
(including, without limitation, Liabilities or Taxes) for which the Seller is
responsible pursuant to the terms of this Agreement."
2. Section 2.3(c) of the Amended Contract is hereby amended to read as follows
in its entirety:
"(c) audited consolidated balance sheet and statement of operations,
shareholders' equity and cash flow for the Seller as and for December 31, 1995
(the "Most Recent Company Financial Statements")."
3. The last full paragraph of Section 5.2(b) of the Amended Contract is hereby
amended to read as follows in its entirety:
"Without limiting the generality of the foregoing, the Seller covenants and
agrees that from the close of business, Eastern Standard Time on December 4,
1996 through and including the Closing Date, the Company shall not declare or
make any payment not in the Ordinary Course of Business including, without
limitation, declare or pay any dividends on or make any distribution or other
payment with respect to any class of its equity or ownership interest, or
purchase, redeem, retire or otherwise acquire any of its equity or make any
other payment not in the Ordinary Course of Business."
4. Section 5.7(a) of the Amended Contract is hereby amended to read as follows
in its entirety:
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"(a) ELIC Payment and Release. Payment of all amounts due under the ELIC
Agreement, including a full release of the Company from any further liability to
the ELIC under the ELIC Agreement;"
5. The first sentence of Section 12.1 of the Amended Contract is hereby amended
to read as follows in its entirety:
"Each of the Parties hereby acknowledges and agrees that no Party shall
have any obligations to any other Party with respect to any and all Losses which
may be incurred or suffered by any of them hereunder or in connection with the
transactions contemplated hereby or otherwise and the Parties hereto shall not
be entitled to any recovery whatsoever against any other Party for any such
Losses other than in each case as expressly contemplated by the Indemnification
Agreement and the procedures and limitations set forth therein or as set forth
in Section 1.7 hereof."
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IN WITNESS WHEREOF, each of the parties has caused this Technical
Amendment No. 1 to be executed in its behalf as of the date first above written.
SCSM HOLDINGS, INC.
By: ________________________________________
Name_______________________________
Title:_____________________________
SOUTH CHARLESTON STAMPING &
MANUFACTURING COMPANY
By: ________________________________________
Name_______________________________
Title:_____________________________
MAYFLOWER ACQUISITION CORPORATION
By: ________________________________________
Name_______________________________
Title:_____________________________
THE MAYFLOWER CORPORATION PLC
By: ________________________________________
Name_______________________________
Title:_____________________________