THIRDAMENDMENT TO ASSETPURCHASE AGREEMENT

EX-2.1 2 form8kex21.htm form8kex21.htm
Exhibit 2.1

 
THIRD AMENDMENT TO
ASSET PURCHASE AGREEMENT
 

THIS THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”), effective as of the 3rd day of April, 2009, by and among Baltimore US Inc., a Delaware corporation (“U.S. Purchaser”), Baltimore Acquisition (Cayman Islands) Limited, an exempted company incorporated in the Cayman Islands (“Foreign Purchaser”, together with the U.S. Purchaser, the “Purchasers”), Chesapeake Corporation, a Virginia corporation (the “Company”), and the U.S. Operating Subsidiaries (as defined in the Agreement, and together with the Company, the “Sellers”), recites and provides as follows:
 
 
RECITALS
 
WHEREAS, the Sellers and the Purchasers are parties to that certain Asset Purchase Agreement, dated as of December 29, 2008, as amended by the First Amendment to Asset Purchase Agreement, dated as of January 29, 2009, and the Second Amendment to Asset Purchase Agreement, dated as of March 22, 2009 (as amended, the “Agreement”); and
 
WHEREAS, the Sellers and the Purchasers desire to amend the terms of the Agreement as set forth herein.
 
NOW, THEREFORE, in consideration of the mutual covenants, agreements and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
 
AGREEMENT
 
1.  Defined Terms.
 
Capitalized terms used herein and not otherwise defined shall have the meaning given to such terms in the Agreement.

2.  Section 6.5(c).
 
Section 6.5(c) of the Agreement is hereby deleted and replaced in its entirety as follows:

 
(c)    Sellers shall use their commercially reasonable efforts to: (i) obtain entry of the Bidding Procedures Order at the Bidding Procedures Hearing and, in any case, no later than January 20, 2009, (ii) ensure that Bids are due no later than March 17, 2009, (iii) ensure that the Auction (to the extent required by the Bankruptcy Court), during which Sellers will solicit qualified bids (“Qualified Bids”) from other prospective purchasers (collectively, “Qualified Bidders”) for the sale of all or substantially all of the Acquired Assets in accordance with the procedures set forth in the Bidding Procedures Order, shall be held and closed no later than March 19, 2009, (iv) obtain entry of the Sale Order no later than March 23, 2009 and (v) consummate the Closing as soon as practicable after the approval of the Sale Order and no later than April 30, 2009.

 
 
 


3.  Section 8.1(m).
 
Section 8.1(m) of the Agreement is hereby deleted and replaced in its entirety as follows:.

(m)           by Purchasers on any day after April 30, 2009, if the Closing shall not have been consummated by such date (or by such later date as shall be mutually agreed to by Purchasers and Sellers in writing), unless the Closing has not occurred due to a material failure of Purchasers to perform or observe their respective agreements as set forth in this Agreement required to be performed on or before the Closing Date; provided that if the sole reason Closing shall not have occurred is the failure to obtain all required approvals under Section 7.1(a), then the date on which Purchasers may terminate this Agreement pursuant to this Section 8.1(m) shall be extended by the lesser of 30 days or two business days after such approvals are obtained; and

4.  No Other Amendments.
 
Except as specifically amended hereby, the terms of the Agreement shall remain in full force and effect.

5.  Governing Law.
 
This Amendment shall be governed by and construed in accordance with the Laws of the State of New York (regardless of the Laws that might otherwise govern under applicable New York principles of conflicts of Law) as to all matters, including matters of validity, construction, effect, performance and remedies.

6.  Counterparts and Execution.
 
This Amendment may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any counterpart may be executed by facsimile and such facsimile shall be deemed an original.
 

 
[SIGNATURE PAGE FOLLOWS]
 


 
 
 


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered on the date first above written.
 

PURCHASERS:


BALTIMORE US INC.


By:           /s/ Philip M. Carpenter III
Name:      Philip M. Carpenter III
Its:           Co-President


BALTIMORE ACQUISITION (CAYMAN ISLANDS) LIMITED


By:           /s/ Stephen O'Donnell
Name:      Stephen O'Donnell
Its:           Director


SELLERS:

CHESAPEAKE CORPORATION


By:           /s/ Andrew J. Kohut
Name:      Andrew J. Kohut
Title:        President & Chief Executive Officer


CHESAPEAKE DISPLAY AND PACKAGING COMPANY


By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        Secretary





CHESAPEAKE FOREST PRODUCTS COMPANY, LLC


By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        Vice President and Secretary


DELMARVA PROPERTIES, INC.

 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        Vice President and Secretary

 
CARY ST. COMPANY


By:           /s/ Candace Formacek
Name:      Candace Formacek
Title:        Vice President


STONEHOUSE INC.

 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        Vice President and Secretary
 

CHESAPEAKE PHARMACEUTICAL PACKAGING COMPANY INC.

 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        Vice President and Secretary





CHESAPEAKE INTERNATIONAL HOLDING COMPANY


By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        Vice President and Secretary
 

CHESAPEAKE PRINTING AND PACKAGING COMPANY


By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        Vice President and Secretary


SHEFFIELD, INC.


By:           /s/ J. Christopher Naftzger
Name:      J. Christopher Naftzger
Title:        Secretary


CHESAPEAKE ASSETS COMPANY


By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        President
 

CHESAPEAKE RECYCLING COMPANY


By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        President





CHESAPEAKE CORPORATION (A WISCONSIN CORPORATION)

 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        President


CHESAPEAKE CORPORATION (A MASSACHUSETTS CORPORATION)
 
 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        President


CHESAPEAKE CORPORATION (A DISTRICT OF COLUMBIA CORPORATION)

 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        President


CHESAPEAKE CORPORATION (AN ILLINOIS CORPORATION)

 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        President


CHESAPEAKE CORPORATION (A LOUISIANA CORPORATION)

 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        President
 

 
 

 
THE CHESAPEAKE CORPORATION OF VIRGINIA
 
 
By:           /s/ J. P. Causey Jr.
Name:      J. P. Causey Jr.
Title:        President