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EXHIBIT 2(b)
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
This Amendment No. 1 to Stock Purchase Agreement ("Amendment") is
entered into on this 2nd day of October, 1996 by and among Quaker State
Corporation (the "Buyer"), a Delaware corporation with its principal office at
225 East John Carpenter Freeway, Irving, Texas 75062, Mark Reichenbaum a/k/a
Mark Owens ("Mark"), with an address c/o Todtman, Young, Tunick, Nachamie,
Hendler & Spizz, P.C., 425 Park Avenue, New York, New York 10022, David
Reichenbaum a/k/a David Owens ("David"), with an address c/o Todtman, Young,
Tunick, Nachamie, Hendler & Spizz, P.C., 425 Park Avenue, New York, New York
10022, Eric Reichenbaum a/k/a Eric Owens ("Eric"), with an address c/o Todtman,
Young, Tunick, Nachamie, Hendler & Spizz, P.C., 425 Park Avenue, New York, New
York 10022, and Harvey Stevens ("Harvey"), with an address c/o Todtman, Young,
Tunick, Nachamie, Hendler & Spizz, P.C., 425 Park Avenue, New York, New York
10022, (Mark, David, Eric and Harvey are individually referred to herein as a
"Seller" and collectively as the "Sellers").
WHEREAS, the Sellers and the Buyer entered into a certain Stock
Purchase Agreement ("Agreement") on August 30, 1996 with respect to the sale by
the Sellers to the Buyer of all of the issued and outstanding common stock of
MEDO Industries, Inc. ("MedoNY") and other companies owned by the Sellers; and
WHEREAS, the Buyer and the Sellers desire to amend the Agreement
in the manner provided herein.
NOW, THEREFORE, in consideration of the mutual covenants and upon
the terms and conditions set forth herein and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto
mutually agree as follows:
1. 1.1. Amendment to Section 5.1.1 of the Agreement.
Section 5.1.1 of the Agreement is hereby amended by deleting the text of such
Section in its entirety and replacing such text with the following:
5.1.1 Cash (whether available or borrowed) in the amount of $2.5
million to pay federal, state and/or local income taxes of the
Sellers. All such distributions are referred to herein as
"Permitted S Corporation Tax Distributions," and all such
distributions which are financed with funds borrowed under the
Company's credit agreements, are referred to herein as "Permitted
Financed S Corporation Tax Distributions."
1.2. Amendment to Section 9.2.2 of the Agreement.
Section 9.2.2 of the Agreement is hereby amended by adding the following
sentence to the end of Section 9.2.2: "In addition, notwithstanding anything
in Section 9.2.1 to the contrary, to the extent indemnification is sought under
Section 9.2.1 hereof in respect of the matter described under the caption
"Ozium Citrus Fragrance" on Schedule 3.20 hereto, the aggregate liability of
the Sellers under Section 9.2.1 with respect to such matters shall not exceed
$75,000."
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2. Ratification of Agreement. Except as amended by this
Amendment, the Agreement is hereby ratified in its entirety and remains in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of October 2, 1996.
QUAKER STATE CORPORATION
By: /s/ PAUL E. KONNEY
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Name: Paul E. Konney
Title: Senior Vice President,
General Counsel and Secretary
MARK REICHENBAUM DAVID REICHENBAUM
a/k/a MARK OWENS a/k/a DAVID OWENS
/s/ MARK OWENS /s/ DAVID OWENS
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ERIC REICHENBAUM
a/k/a ERIC OWENS HARVEY STEVENS
/s/ ERIC OWENS /s/ HARVEY STEVENS
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