FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT dated as of September 21,
2001 ("First Amendment") is made by and among Xxxxxxx & Xxxxxx Products Co., a
Delaware corporation ("Products"); Western Avenue Dyers, L.P., a Delaware
limited partnership ("WAD"); Xxxxx XxXxxxxx ("X. XxXxxxxx"); Xxxxx XxXxxxxx ("X.
XxXxxxxx"); Xxxxx Xxxxxxxx ("Xxxxxxxx"); and Tyng Textiles LLC, a Delaware
limited liability company ("Tying"), amending certain provisions of the Asset
Purchase Agreement dated as of August 17, 2001, (the "Purchase Agreement") by
and among Products, WAD, X. XxXxxxxx, X. XxXxxxxx, Xxxxxxxx and Xxxx.
Capitalized terms not otherwise defined herein have the meanings assigned to
such terms in the Purchase Agreement.
WHEREAS, Products, WAD, X. XxXxxxxx, X. XxXxxxxx, Xxxxxxxx and Xxxx have
agreed to modify certain terms and conditions of the Purchase Agreement as
specifically set forth in this First Amendment.
NOW THEREFORE, in consideration of the premises and mutual agreements
contained herein and for other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
ARTICLE I
AMENDMENTS TO AGREEMENT
1.1. The reference to $10,000,000 in Section 2.3.1 of the Purchase
Agreement is hereby changed to $45,000,000.
1.2. The second sentence of the second paragraph of Section 5.14 of the
Purchase Agreement is hereby amended by inserting the following immediately
after the term "Supply Agreement" in such clause:
"(including, without limitation, their right to sell "seconds" to bona fide
seconds dealers and "close-outs" as provided therein)".
1.3. The reference to "Supply and Looms Agreement" in the definition of
"Supply Agreement" is hereby amended to "Supply Agreement".
-2-
ARTICLE II
PROVISIONS OF GENERAL APPLICATION
2.1. Except as otherwise expressly provided by this First Amendment, all of
the terms, conditions and provisions to the Purchase Agreement remain unaltered.
The Purchase Agreement and this First Amendment shall be read and construed as
one agreement.
2.2. If any of the terms of this First Amendment shall conflict in any
respect with any of the terms of the Purchase Agreement, the terms of this First
Amendment shall be controlling.
-3-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed by their duly authorized officers all as of the day and year first
above written.
XXXXXXX & XXXXXX PRODUCTS CO.
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title:
WESTERN AVENUE DYERS, L.P.
By: Tyng Textiles LLC, its General Partner
By: Xxxxx XxXxxxxx
-------------------------------------------
Name: Xxxxx XxXxxxxx
Title: Chief Executive Officer
XXXXX XxXXXXXX
/s/ Xxxxx XxXxxxxx
--------------------------------------------------
XXXXX XxXXXXXX
/s/ Xxxxx XxXxxxxx
--------------------------------------------------
XXXXX XXXXXXXX
/s/ Xxxxx Xxxxxxxx
--------------------------------------------------
TYNG TEXTILES LLC
By: /s/ Xxxxx XxXxxxxx
-------------------------------------------
its General Partner
By: /s/ Xxxxx XxXxxxxx
-------------------------------------------
Name: Xxxxx XxXxxxxx
Title: Chief Executive Officer
