EXHIBIT 2.1(a)
AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
THIS AMENDMENT made as of September 25, 1997 (this "Amendment")
to that certain Agreement of Purchase and Sale made as of the 29/th/ day of
August, 1997 (the "Original Agreement") by and among Miss Xxxxx, Inc., a
Delaware corporation, Terbem Limited, a British Virgin Islands corporation,
Bobst Investment Corp., a British Virgin Islands corporation, TCRI Offshore
Partners C.V., a Netherlands Antilles corporation, TCR International Partners
L.P., a Delaware limited partnership, Xxxxxx Xxxxxxx,
Xxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxx Xxxxxxx, ME Acquisition Corp., a
Delaware corporation, and Norton XxXxxxxxxx, Inc., a Delaware corporation.
Capitalized terms used herein and not otherwise herein, shall have the meanings
assigned to such terms in the Original Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, parties hereto desire to amend the Original Agreement as
set forth herein.
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements set forth herein and in the Original Agreement, and
intending to be legally bound, the parties hereto hereby agree as follows:
Section 1. The first sentence of Section 2.02(b)(viii) of the Original
Agreement is hereby amended by replacing the phrase "require Norton, within 45
days of Norton's receipt of the Security Notice, either" with the phrase
"require Norton, within 45 days of Norton's receipt of the Security Notice, to
do one of the following, as chosen by Norton,".
Section 2. The definition of "EBITDA" in Section 14.01 of the Original
Agreement is hereby amended by adding the following paragraph at the end
thereof:
"(y) If the Purchaser shall create an Inventory
reserve on its opening balance sheet as at the
Closing Date in addition to the Inventory reserve
on the Company's balance sheet as at the day before
the Closing Date (an "Additional Inventory
Reserve") and such Additional Inventory Reserve is
subsequently reduced during the year ending October
31, 1998 or the year ending November 6, 1999, then
in calculating EBITDA for each such year there
shall be subtracted an amount equal to one-half of
the reduction to the Additional Inventory Reserve
during such year."
Section 3. The Original Agreement, as amended hereby, shall remain in full
force and effect in accordance with its terms.
Section 4. The provisions of Sections 13.01, 13.02, 13.03, 13.05, 13.06,
13.07, 13.08, 13.09, 13.13 and 13.17 of the Original Agreement shall apply
equally to this Amendment.
* * *
IN WITNESS WHEREOF, this Amendment has been duly executed by the
parties hereto as of the date first above written.
MISS XXXXX, INC.
By:________________________________
Name:
Title:
ME ACQUISITION CORP.
By:________________________________
Name:
Title:
NORTON XXXXXXXXXX, INC.
By:________________________________
Name:
Title:
TRIUMPH CAPITAL, X.X. XX
By Triumph Management, L.P., its general partner
By:________________________________
Name:
Title:
TERBEM LIMITED
By_________________________________
Name:
Title: Attorney-in-Fact
BOBST INVESTMENT CORP.
By:________________________________
Name:
Title: Attorney-in-Fact
TCRI OFFSHORE PARTNERS C.V.
By Three Cities Management Partners, L.P., its general
partner
By Three Cities Research, Inc., its general partner
By__________________________________
Name:
Title:
TCR INTERNATIONAL PARTNERS L.P.
By Three Cities Management Partners, L.P., its general
partner
By Three Cities Research, Inc., its general partner
By__________________________________
Name:
Title:
____________________________________
Xxxxxx Xxxxxxx
___________________________________
Xxxxxx Xxxxxxxx
___________________________________
Xxxxxx Xxxxxxxxx
___________________________________
Xxxxxxxxx Xxxxxxx
