EXHIBIT 2.2
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (the "AMENDMENT") is
made as of May 19, 1999, by and between Valuland, Inc., a Michigan
corporation ("BUYER") and Glen's Market, Inc. ("GLEN'S"), Catt's Realty Co.
("CATT'S") and Glen's Pharmacy, Inc. ("GLENS PHARMACY") (each, a "SELLER,"
and, collectively, the "SELLERS"). All other capitalized terms used in
this Amendment and not otherwise defined have the meanings set forth in the
Asset Purchase Agreement dated March 5, 1999 (the "ASSET PURCHASE
AGREEMENT").
RECITALS
A. Pursuant to the Asset Purchase Agreement, Sellers have agreed to
sell, and Buyer has agreed to buy, certain assets of Sellers.
B. The Parties desire to amend the Asset Purchase Agreement as set
forth in this Amendment.
ACCORDINGLY, in consideration of the covenants and agreements set
forth in this Amendment and in the Asset Purchase Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:
1. EXHIBIT B shall be amended to provide as set forth in the
attached AMENDED EXHIBIT B.
2. The initial sentence of EXHIBIT G shall be amended to provide as
follows:
The value of the Inventory (excluding all Non-assignable
Private Label Inventory) shall be determined by STT
Inventory Service (the "INVENTORY APPRAISERS"), based upon
the Inventory Appraisers' physical review of the non-
perishable Inventory conducted from April 24, 1999 through
May 3, 1999, and of the perishable Inventory conducted no
more than ten days before or after Closing.
3. The Parties acknowledge that certain third party consents
required by SECTION 5.1(H) of the Asset Purchase Agreement, as listed on
EXHIBIT N (the "MISSING CONSENTS"), have not been delivered by Sellers as
of Closing. Buyer waives this condition to Closing with respect only to
the Missing Consents. Buyer and Sellers shall cooperate and shall use
reasonable best efforts to obtain the Missing Consents as soon as
practicable after Closing. Sellers and Shareholders jointly and severally
shall indemnify and hold harmless Buyer's Indemnified Parties, and shall
reimburse Buyer's Indemnified Parties on demand, from all Adverse
Consequences arising from or related to Sellers' failure to obtain the
Missing Consents prior to Closing. This indemnification shall be in
accordance with and subject to ARTICLE 7 of the Asset Purchase Agreement,
excluding the limitations on indemnification set forth in SECTION 7.4(B).
4. The term "Xxxxxx'x Termination Fee" shall mean the termination
fee payable by Sellers to Xxxxxx'x in the amount of $3,530,291.
5. The repair or replacement of all or any part of the roofs at the
Stores located in Houghton Lake, Kalkaska or Mancelona shall not be subject
to the limitations on indemnification set forth in SECTION 7.4(B).
6. All other terms, conditions, covenants, obligations and
agreements in the Asset Purchase Agreement shall remain in full force and
effect.
Signed as of the day and year first written above.
GLEN'S MARKET, INC. ("SELLER")
By /s/Xxxxx Xxxxxxxxxxx
Its Treasurer
CATT'S REALTY CO. ("SELLER")
By /s/Xxxxx X. Xxxx
Its Vice President
GLEN'S PHARMACY, INC. ("SELLER")
By /s/Xxxxx Xxxxxxxxxxx
Its Treasurer
VALULAND, INC. ("BUYER")
By /s/Xxxxxxx X. Xxxxxxxx
Its President
