AMENDMENT NO. 2
TO
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT (this "Amendment") is made
and entered into this 16th day of June, 1997, among NORTH FOODS, INC., a North
Carolina corporation ("Seller"); XXXXXX XXXXXXXX, XXXXXXX XXXXXXXX and XXXXXX
XXXX XXXXXXXX (collectively referred to as the "Shareholders"), and NATIONAL
RESTAURANT ENTERPRISES, INC. d/b/a AMERIKING CORPORATION, a Delaware corporation
("Purchaser").
R E C I T A L S:
WHEREAS, Seller, the Shareholders and Purchaser are parties to an Asset
Purchase Agreement, dated March 7, 1997, as amended by Amendment No. 1 to Asset
Purchase Agreement, dated April 8, 1997 (as amended, the "Agreement"); and
WHEREAS, the parties hereto desire to amend the Agreement to further
clarify the parties' intentions.
NOW THEREFORE, in consideration of the Recitals, which shall be deemed to
be a substantive part of this Amendment, and the mutual covenants, promises,
agreements, representations and warranties contained in this Amendment, the
parties hereto do hereby covenant, promise, agree, represent and warrant as
follows:
1. Definitions of Terms. Capitalized terms used without definition herein
shall have the meanings assigned to them in the Agreement.
2. Purchase Price Amended. The parties hereto agree that the
Purchase Price is hereby amended to be Eight Million and no/100 Dollars
($8,000,000.00).
3. Scope. To the extent not amended or modified herein, the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment, with the intention of making it a valid and binding instrument, on
the date first above written.
Seller:
NORTH FOODS, INC.
By:
----------------------------------
---------------------------,President
Shareholders:
-------------------------------------
Xxxxxx Xxxxxxxx
-------------------------------------
Xxxxxxx Xxxxxxxx
-------------------------------------
Xxxxxx Xxxx Xxxxxxxx
Purchaser:
NATIONAL RESTAURANT ENTERPRISES, INC.
d/b/a AMERIKING CORPORATION
By:
----------------------------------
Xxxx Xxxxxx, Secretary
2
