FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is made this 8th day
of April, 1997, by and among Direct Transit, Inc., an Iowa corporation
("Seller"), Xxxxxxx X. Xxxxxxxx, the sole shareholder of Seller ("Xxxxxxxx"),
and Swift Transportation Co., Inc., an Arizona corporation ("Purchaser").
WHEREFORE, Seller, Xxxxxxxx and Purchaser have heretofore entered into
that certain Asset Purchase Agreement, dated February 20, 1997; and
WHEREFORE, Seller, Xxxxxxxx, and Purchaser desire to amend certain
provisions of the Asset Purchase Agreement in order to more fully and accurately
set forth their agreement;
NOW, THEREFORE, in consideration of ten dollars ($10) in hand paid by
each party hereto unto the other, and for other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by each party hereto,
Seller, Xxxxxxxx and Purchaser hereby agree as follows:
1. Seller reaffirms its intention and acknowledges its obligation to
sell, assign and otherwise transfer to Purchaser all of its rights to any
Insurance Proceeds, as that term is defined in Section 4.3.1 of the Rolling
Stock Acquisition Agreement, in the manner required by the Asset Purchase
Agreement.
2. Section 1.4.2(b) of the Asset Purchase Agreement is amended by
deleting the word "Seller" in the fourth line thereof and inserting in its place
the word "Purchaser".
3. Section 1.3.1(f) of the Asset Purchase Agreement is amended by
adding the following after the final word thereof and before the final
semicolon: "; including any and all rights, claims and causes of action accruing
to Seller against Xxxxxxxxx National, Inc. ("Xxxxxxxxx") as a result of
Xxxxxxxxx'x breach of any confidentiality agreement with the Seller, but only to
the extent that such breach by Xxxxxxxxx occurs or continues after Closing (it
being the intent of the parties that any damages which accrue to the Seller as a
result of a breach by Xxxxxxxxx which occurs prior to the Closing shall belong
to the Seller)".
IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment to Asset Purchase Agreement on the date first above written.
SELLER PURCHASER
DIRECT TRANSIT, INC. SWIFT TRANSPORTATION CO., INC.
By: /s/ Xxxx X. Xxxxxx By:/s/ Xxxxxxx X. Xxxxx III
------------------------------------- -------------------------------------
Its: Vice President Its: Executive Vice President
--------------------------------- ------------------------------------
XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, individually
by Xxxx X. Xxxxxx
his attorney in fact
by power of attorney
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