AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of the 30th day of
September 1996, by and among AEROSOL COMPANIES HOLDING CORPORATION, a
Delaware corporation ("Purchaser"), SAMUEL D. GARRETSON, an individual
("Garretson"), MICHAEL J. GARRETSON and GREGORY G. GARRETSON (together with
GARRETSON, the "Garretsons"), IAN GECKER ("Gecker"), CARL H. TRIESHMANN
("Trieshmann"), GARRETSON, O'SULLIVAN CHARITABLE TRUST (the "Garretson
Trust") (and, with Garretsons, Trieshmann and Gecker, the "Sellers") and
PIEDMONT LABORATORIES, INC., a Georgia corporation (the "Company")
W I T N E S S E T H:
WHEREAS, Purchaser, Sellers and the Company have entered into a Stock
Purchase Agreement dated as of June 27, 1996 providing for the sale by
Sellers of all of the outstanding Company Common Stock to Purchaser upon
the terms and conditions set forth therein (the "Agreement"); and
WHEREAS, Purchaser, Sellers and the Company desire to amend certain
provisions of the Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of these premises, the covenants and
agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, Purchaser, Sellers and the Company agree that all capitalized
terms used herein shall have the meanings ascribed thereto in the
Agreement, and further agree as follows:
1. AMENDMENT TO SECTION 1.2 (PURCHASE PRICE). Section 1.2 is hereby
amended by deleting in its entirety the second sentence thereof.
2. AMENDMENT TO ARTICLE IV (COVENANTS OF SAMUEL D. GARRETSON).
Article IVis hereby amended by adding Section 4.10 as follows:
"4.10 Covenants of Garretson. At or prior to the
Closing, Purchaser shall subtract the $5,000.00 down
payment from that portion of the Purchase Price payable
to Garretson relating to the 1995 Mercedes Benz S5O0V.
Garretson covenants and agrees that no later than thirty
(30) days from the Closing, Garretson will either assume
the leases of or purchase the following three (3)
vehicles: (i) a 1988 Mercedes Benz 56OSL currently
leased by the Company from Mercedes-Benz Credit
Corporation; (ii) 1993 Acura Legend currently leased by
the Company from American Honda Finance Corporation; and
(iii) 1994 Ford Explorer currently leased by the Company
from Enterprise Leasing Company of Georgia."
3. AMENDMENT TO SECTION 5.1(A) (REPRESENTATIONS AND WARRANTIES;
PERFORMANCE OF OBLIGATIONS). Section 5.1 (a) is hereby amended by
adding the following language after the word "financing" in the
fifteenth line thereof:
"; provided, further, that notwithstanding the delivery of
new, revised or updated Schedules 2.11 and 2.16 to this
Agreement by Sellers to Purchaser or anything in this
Agreement to the contrary, Sellers shall indemnify any
Purchaser Indemnitee in the manner and subject to Article
VII hereof for any and all Losses or items which would have
been Losses, absent the delivery of amendments to Schedules
2.11 and 2.16."
4. AMENDMENT TO SECTION 5.2 (CONDITIONS OF OBLIGATIONS OF SELLERS).
Section 5.2 is hereby amended by deleting Section 5.2(g) (Release
of Guaranties) in its entirety.
5. NO OTHER AMENDMENT. Except for the amendments set forth above,
the Agreement shall remain unchanged and in full force and effect.
6. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall be deemed an original, and all
of which, taken together, shall constitute one and the same
agreement.
7. GOVERNING LAW. This Amendment shall be deemed to be made under,
and for all purposes shall be construed in accordance with, the
laws of the State of Georgia (other than the choice of law
principles thereof).
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
under seal as of the day and year first above written.
PURCHASER:
AEROSOL COMPANIES HOLDING
CORPORATION
By: /s/ Drew H. Adams
---------------------------------
Name: Drew H. Adams
Title: Vice President
SELLERS:
/s/ Samuel D. Garretson
---------------------------------
SAMUEL D. GARRETSON
/s/ Michael J. Garretson
---------------------------------
MICHAEL J. GARRETSON
/s/ Gregory G. Garretson
---------------------------------
GREGORY G. GARRETSON
/s/ Ian Gecker
---------------------------------
IAN GECKER
/s/ Carl H. Trieshmann
---------------------------------
CARL H. TRIESHMANN
GARRETSON, O'SULLIVAN
CHARITABLE TRUST
By: /s/ Robert. R. Kiser
---------------------------------
Name: Robert R. Kiser
trustee
COMPANY:
PIEDMONT LABORATORIES, INC.
By: /s/ Samuel D. Garretson
---------------------------------
Samuel D. Garretson
President