ASSET PURCHASE AGREEMENT
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (this "Amendment") to the ASSET PURCHASE AGREEMENT, dated of
January 18, 2002 (the "Asset Purchase Agreement"), by and among Spinnaker Industries, Inc., Spinnaker
Coating, Inc. Spinnaker Coating-Maine, Inc. (collectively, the "Sellers") and SP Acquisition, LLC (the "Buyer") is
made as of February 15, 2002, by and among the Sellers and the Buyer. All capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Asset Purchase Agreement.
WHEREAS, the Sellers and the Buyer wish to modify the Asset Purchase Agreement to extend the date on
which the Buyer is entitled to terminate the Asset Purchase Agreement for failure to obtain a binding commitment
for Buyer Financing or failure to enter into Management Agreements satisfactory to the Buyer in its sole
NOW, THEREFORE, the Asset Purchase Agreement is hereby amended as follows:
1. Section 12(a)(ix). Section 12(a)(ix) is hereby deleted and amended to read in its entirety as follows:
"(ix) By Buyer, by written notice to Sellers on or prior to February 25, 2002, if (x) Buyer shall not have received
a binding commitment for the Buyer Financing in form and substance satisfactory to Buyer in its sole discretion or
(y) Buyer shall not have entered into Management Agreements satisfactory to Buyer in its sole discretion."
2. Ratification of the Asset Purchase Agreement. Except as otherwise expressly provided herein, all of the terms
and conditions of the Asset Purchase Agreement are ratified and shall remain unchanged and continue in full force
IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written.
SPINNAKER INDUSTRIES, INC.
By: /s/ LOUIS A. GUZZETTI, JR.
Name: LOUIS A. GUZZETTI, JR.
SPINNAKER COATING, INC.
SPINNAKER COATING-MAINE, INC.
SP ACQUISTION, LLC