XXXXX X. GRAND
Direct Dial:
(000) 000-0000
E-mail: xxxxxx@xxx.xxx
July 23, 1998
VIA FACSIMILE
-------------
Xx. Xxxx Xxxxxxx Xx. Xxxxxxx Xxxxxx
President 0000 Xxxxx Xxxxxx
Annie's Homegrown, Inc. Perth Xxxxx, XX 00000
000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Amendment No. 1
Asset Purchase Agreement dated July 13, 1998
--------------------------------------------
That certain Asset Purchase Agreement by and among Tamarind Tree, Ltd.,
Annie's Homegrown, Inc. and Harchard X. Xxxxxx, dated July 13, 1998 (the
"Agreement"), is hereby amended as follows:
1. The present subsection 1.2(a) is stricken in its entirety, and replaced
with the following:
"(a) Cash. Buyer shall deliver, by certified or cashier's check or
----
wire transfer of immediately available funds, on the Closing Date (as
defined in Section 1.7 hereto), the total amount of Two Hundred Thousand
Dollars ($200,000). Of this amount, the sum of One Hundred Seventy Five
Thousand Dollars ($175,000) shall be wired directly to the State Bank of
India, New York Branch ("State Bank") in accordance with its payment
instructions, in full settlement and satisfaction of all claims of State
Bank against Seller and Parekh, including without limitation, the judgment
obtained by State Bank against Seller in the Superior Court of New Jersey,
Law Division, Middlesex County, Docket No. L699-97 (filed November 19,
1997)."
Xx. Xxxx Xxxxxxx
Xx. Xxxxxxx Xxxxxx
July 23, 1998
Page 2
2. The present Section 7.3 is stricken in its entirety, and replaced with
the following:
"7.3 Approval of the State Bank. Buyer shall have received, in form
--------------------------
reasonably satisfactory to Buyer in its sole discretion, an undertaking signed
by a duly authorized officer of State Bank to the effect that State Bank will
terminate the Security Interest at the Closing, and accept the cash sum of One
Hundred Seventy Five Thousand Dollars ($175,000) at the Closing, in full
settlement and satisfaction of the judgment referred to in Section 1.2(a) and
any and all other claims of State Bank against Seller, guarantors of the
obligations underlying such judgment, and Buyer, conditioned solely upon payment
by Buyer, on behalf of Seller, of the cash sum of One Hundred Seventy Five
Thousand Dollars ($175,000)."
Pursuant to Section 9.3 of the Agreement, kindly indicate your assent to
the foregoing amendments by signing both copies of this letter in the space
below, and then return it to me in the self-addressed envelope which is provided
for your convenience.
Very truly yours,
Xxxxx X. Grand, Esq.
Counsel for Annie's Homegrown, Inc.
JEG:JM
09867\5YNV01!.DOC:278203
Accepted and agreed:
SELLER: THE TAMARIND TREE, LTD.
a New Jersey corporation
By:
---------------------------------------
Xxxxxxx X. Xxxxxx
Its: President
Date: _________________
Xx. Xxxx Xxxxxxx
Xx. Xxxxxxx Xxxxxx
July 23, 1998
Page 3
PAREKH:
------------------------------------------
Xxxxxxx X. Xxxxxx
Individually
Date: _________________
BUYER: ANNIE'S HOMEGROWN, INC.
a Delaware corporation
By:
---------------------------------------
Xxxx X. Xxxxxxx
Its: President And Chief Operating Officer
Date: _________________
