EXHIBIT 10.1(b)
October 13, 1998
Gold Xxxx Inc.
X.X. Xxx 0000
Xxxxxxx, XX 00000-0000
Attn: J. Xxxxx Xxxxx,
General Counsel, Vice President and Secretary
Asset Purchase Agreement-
Xxxxx X. Xxxxxxxx, LLC. and Xxxxxx Xxxx
Gentlemen:
Recent conversations relating to the anticipated closing under
the Asset Purchase Agreement, dated as of July 23, 1998, (the "Agreement"), by
and between Southern States Cooperative, Inc. ("Southern States") and Gold Xxxx
Inc. ("Gold Xxxx") have indicated that Gold Xxxx will be unable to deliver the
Operating Agreement Assignment and Amendment or the consent of the landlord (the
"Xxxxxx Xxxx Consent") under the "Xxxxxx-Xxxx" lease with respect to Leased Real
Property located in Portland Arkansas (the "Xxxxxx Xxxx Property") as agreed at
Closing. This letter is to confirm certain agreements between Gold Xxxx and
Southern States relating to the Operating Agreement Assignment and Amendment and
the Xxxxxx Xxxx Consent.
Southern States and Gold Xxxx have agreed that:
a) Notwithstanding the provisions of Section 11.3 of the Agreement, or any
other provision of the Agreement, neither (i) delivery of the Operating
Agreement Assignment and Amendment at Closing, and receipt of the
consent and signature of Acts 16:25, Inc. thereto nor (ii) delivery of
the Xxxxxx Xxxx Consent, shall be a condition to the obligations of
Southern States under that Agreement, or otherwise considered a
condition to Closing.
b) With respect to the Operating Agreement Assignment and Amendment:
i) At Closing, Southern States will neither acquire Gold
Xxxx'x 50% interest in Xxxxx X. Xxxxxxxx, LLC. nor
assume any of Gold Xxxx'x obligations with respect to
such interest, including without limitation,
obligations under the Operating Agreement or the
Guaranty Agreement with respect to Xxxxx X. Xxxxxxxx,
LLC.; and
ii) The Estimated Purchase Price and the Final Purchase
Price for the Purchased Assets shall be reduced by
$1.36 million.
c) With respect to the Xxxxxx Xxxx Property:
i) At Closing, Southern States will neither take an
assignment of the lease(s) between Gold Xxxx and
Xxxxxx Xxxx with respect to the Xxxxxx Xxxx Property
nor acquire the liquid fertilizer tank (and related
site improvements) located on such property. Southern
States will purchase the Inventory and Owned Personal
Property located on the Xxxxxx Xxxx Property and will
remove such assets as soon as practicable after
Closing;
ii) The Estimated Purchase Price and the Final Purchase
Price for the Purchased Assets shall be reduced by
$125,088.00; and
iii) Gold Xxxx and Southern States acknowledge that, in
connection with the calculation of the Net Current
Asset Value as shown on the Post Closing Statement of
Net Asset Value, the lease payments made by Gold Xxxx
with respect to the Xxxxxx Xxxx Property shall not be
included in Prepaid Expenses.
d) As a result of the agreements set forth in paragraphs (b)(ii) and
(c)(ii) above, the $41.4 million figure set forth in clause (i) of each
of Sections 4.2 and 4.4 of the Agreement shall be reduced to
$39,914,912.00 .
Capitalized terms not otherwise defined herein shall have the
meanings ascribed in the Agreement. The Agreement, except as specifically
amended by this letter agreement, is hereby ratified and confirmed and shall
remain in full force and effect in accordance with its terms.
Please sign the enclosed copy of this letter agreement to
evidence your agreement to the foregoing.
Very truly yours,
-------------------------------------
Xxxxx X. Xxxxxxxx
Chief Executive Officer and President
SEEN AND AGREED:
GOLD XXXX INC.
By:___________________________
M.A. Xxxxxxxx
Senior Vice President
