EXHIBIT 10.1(c)
AMENDMENT TO
ASSET PURCHASE AGREEMENT
This Agreement made as of the 7 day of September, 1999, by and between Gold
Xxxx Inc., a Georgia cooperative marketing association ("GK"), and Southern
States Cooperative, Inc., a Virginia agricultural cooperative, a corporation
("Southern States").
WITNESSETH:
WHEREAS, GK and Southern States desire to amend the terms of the Asset
Purchase Agreement dated as of July 23, 1998 (the "Agreement") to change the
minimum amount of certain indemnifiable losses for which Gold Xxxx shall be
liable pursuant to the Asset Purchase Agreement;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and obligations contained herein, it is mutually agreed as follows:
1. The Agreement is incorporated herein by reference and is specifically
made a part hereof. All provisions, terms, covenants and conditions
set forth therein shall remain in full force and effect and shall
apply to this Agreement, except as specifically and expressly modified
herein.
2. GK and Southern States hereby agree that Section 15.3(b) of the
Agreement shall be amended to read as follows:
(b) Notwithstanding the provisions of Section 15.2, Gold Xxxx shall
have no liability to indemnify Southern States Indemnified
Persons hereunder with respect to the matters referenced in
clause (iii) of Section 15.3(a) above with respect to any
individual claim until the aggregate amount of Southern States
Indemnified Persons' indemnifiable losses exceed $25,000 for
such claims; provided, however, that if the aggregate amount of
any such losses with respect to a claim exceeds $25,000, Gold
Xxxx shall indemnify Southern States for the entire amount of
such claim, including the initial $25,000 amount.
3. This amendment to the Agreement shall be deemed to be effective as of
October 13, 1998.
IN WITNESS WHEREOF, the parties have duly executed this amendment to
the Agreement as of the date first above written.
GOLD XXXX INC.
By: /s/ M. A. Xxxxxxxx
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Title: Senior Vice President
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SOUTHERN STATES COOPERATIVE, INC.
By:_______________________________
Title:____________________________
