EX-10.32 1st Amendment to Asset Purchase Agreement

EX-10.32 4 k74797exv10w32.txt EX-10.32 1ST AMENDMENT TO ASSET PURCHASE AGREEMENT EXHIBIT 10.32 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement (the "Amendment") is made and entered as of this 30th day of October, 2002 by and among Pak-Sak Industries, Inc., a Michigan corporation ("Seller"), Maxco, Inc., a Michigan Corporation ("Seller Shareholder" or "Shareholder") ("Seller Shareholder or "Shareholder, together with "Seller", "Seller Parties"), P-S Business Acquisition Inc., a Michigan corporation ("BusinessCo") and P&D Real Estate, LLC, a Michigan limited liability company ("Real EstateCo") (BusinessCo and Real EstateCo are referred herein together as "Buyer", and Packaging Personified, Inc., an Illinois corporation ("Guarantor," together with Buyer, "Buyer Parties"). RECITALS WHEREAS, the parties have entered into that certain Asset Purchase Agreement dated as of September 27, 2002 (the "Original Agreement") pursuant to which Seller has offered to sell, and BusinessCo and Real EstateCo have agreed to purchase, substantially all of Seller's property and assets relating to the Business and to assume certain liabilities in connection with the Business; and WHEREAS, both the Buyer Parties and the Seller Parties wish to extend the Closing Date of the transaction from October 31, 2002 to November 25, 2002. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. CLOSING DATE Section 10.a. of the Original Agreement is hereby amended to read in its entirety as follows: "a. Closing. The closing of the transactions contemplated in this Agreement (the "Closing") shall take place at the offices of Warren Cameron Faust & Asciutto, P.C. at 10:00 a.m. on November 25, 2002 or at such other place and or on such other date as the parties may agree upon (the "Closing Date")." 2. NO FURTHER AMENDMENTS Except as otherwise expressly set forth herein, this Amendment does not otherwise modify or amend any of the terms of the Original Agreement. 3. FACSIMILE EXECUTION, COUNTERPARTS This Amendment may be executed via facsimile and in counterparts, each of which shall be deemed an original, and as so executed shall constitute one agreement. [signature page follows] 2 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. SELLER: Pak-Sak Industries, Inc. By: /s/ Richard G. Johns ------------------------------- Richard G. Johns Its: President SELLER SHAREHOLDER: Maxco, Inc. By: /s/ Max A. Coon ------------------------------- Max A. Coon Its: President BUYER P-S Business Acquisition, Inc. By: /s/ Dominic Imburgia ------------------------------- Dominic Imburgia, Its: President P&D Real Estate, LLC By: /s/ Dominic Imburgia ------------------------------- Dominic Imburgia Its: Manager GUARANTOR: Packaging Personified, Inc. By: /s/ Dominic Imburgia ------------------------------- Dominic Imburgia Its: President OAK1 #324642 v1 3