AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT
This Amendment No. 1 to the Asset Purchase Agreement (this "Amendment"),
dated as of August 5, 1997, is made and entered into by and between Xxxxx
Fabrics, Inc., a Delaware corporation (the "Seller"), Xxxx National Corporation,
a California corporation ("Shareholder"), and Westgate Fabrics, Inc., a Texas
corporation ("Purchaser").
W I T N E S S E T H:
WHEREAS, Seller, Shareholder and Purchaser have entered into that certain
Asset Purchase Agreement, dated July 17, 1997 (the "Agreement")(capitalized
terms not otherwise defined herein having the meanings set forth in the Purchase
Agreement); and
WHEREAS, two or more New York City Tax Warrants (the "Tax Liens") were
filed against the Purchaser in New York county (the "Tax Liens") and such Tax
Liens will not in fact be released as of the Closing Date; and
WHEREAS, the Seller, Shareholder and Purchaser mutually desire to modify
the Purchase Agreement to provide that Seller and Shareholder shall use their
best efforts to have the Tax Liens released as soon as practicable after the
Closing Date and to indemnify Purchaser from any damage it may suffer as a
result of such Tax Liens;
NOW, THEREFORE, in consideration of the representations, covenants and
agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
1. A new Section 5.12 will be added to the Purchase Agreement which Section
shall read as follows:
"5.12. Tax Liens. Each of Seller and Shareholder agrees to use
its best efforts to release any New York City Tax Warrants (the "Tax
Liens") filed against the Purchaser in New York county, as soon as
practicable after the Closing Date. The parties acknowledge that
Purchaser is not assuming any liability or responsibility with respect
to the indebtedness or other obligations underlying or otherwise
relating to the Tax Liens.
2. A new paragraph (b) will be added to Section 10 as set forth below and
the current paragraphs (b) and (c) will be renamed as paragraphs (c) and (d),
respectively.
"(b) any and all liabilities, obligations, claims and demands
arising out of the Tax Liens or any indebtedness or other obligation
related
thereto (to the extent not compensated pursuant to Section 2(d) of the
Escrow Agreement);"
3. Except as set forth herein, the provisions of the Agreement shall
continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
XXXXX FABRICS, INC.
By:/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Its: Vice President
XXXX NATIONAL CORPORATION
By:/s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Its: Chief Financial Officer
WESTGATE FABRICS, INC.
By:/s/ Xxxxx X. Xxxxxxx
---------------------------------
Its: Chief Executive Officer
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