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EXHIBIT 2.8
SECOND AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This Second Amendment (this "Amendment") to the Asset Purchase Agreement
dated as of February 12, 1997, by and among AMRE, Inc., a Delaware corporation,
American Remodeling, Inc., a Texas corporation, Facelifters Home Systems, Inc.,
a Delaware corporation, Reunion Home Services, Inc., a Texas corporation, and
Xxxxxx X. Xxxxxx, as amended by the First Amendment thereto dated March 18,
1997 (the "Agreement"), is made as of the 4th day of April, 1997.
RECITALS
WHEREAS, the parties entered into the Agreement whereby Purchaser would
acquire certain assets of Sellers; and
WHEREAS, in preparation for the Closing certain determinations have been
made with respect to the Business Assets which the parties desire to
acknowledge;
AGREEMENTS
NOW, THEREFORE, in consideration of the above recitals, which constitute a
part of this Agreement, the mutual promises and agreements set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Purchaser, Xxxxxx and Sellers, intending to be
legally bound hereby, agree as follows:
1. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Agreement.
2. Section 2.1(g) of the Agreement is hereby amended to read in
its entirety as follows:
"(g) all right, title and interest of each Seller, if any, in
the trademarks, service marks and trade name "Cabinet Magic"
and all related goodwill of the Business associated therewith
(collectively, the "Trademark");".
3. The Agreement, as amended by this Amendment, is hereby
ratified and confirmed to be in full force and effect as of the date
hereof.
4. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same agreement.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to be
executed on its behalf by its representative thereunto duly authorized, all as
of the 4th day of April, 1997.
AMRE, INC., individually and on behalf of
its affiliates, Century 21 Home
Improvements, Inc. and Congressional
Construction Corporation
By: /s/ J. XXXXX XXXXXXXXX
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Name: J. Xxxxx Xxxxxxxxx
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Title: President
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AMERICAN REMODELING, INC.
By: /s/ J. XXXXX XXXXXXXXX
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Name: J. Xxxxx Xxxxxxxxx
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Title: President
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FACELIFTERS HOME SYSTEMS, INC.
By: /s/ J. XXXXX XXXXXXXXX
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Name: J. Xxxxx Xxxxxxxxx
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Title: President
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REUNION HOME SERVICES, INC.
By: /s/ XXXXXX X. XXXXXX
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Name: Xxxxxx X. Xxxxxx
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Title: CEO
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/s/ XXXXXX X. XXXXXX
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XXXXXX X. XXXXXX
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OMITTED SCHEDULES
REUNION HOME SERVICES, INC.
SECOND AMENDMENT
TO
ASSET PURCHASE AGREEMENT
There are no schedules to this Agreement.
