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ASSET PURCHASE AGREEMENT AMENDMENT
AMENDMENT, dated as of December 31, 1996 (this "Amendment"),
to Asset Purchase Agreement, dated as of December 20, 1996 (the "Asset Purchase
Agreement"), each by and between GREAT DANE TRAILERS, INC., a Georgia
corporation ("Trailers"), and its wholly owned subsidiaries, GREAT DANE TRAILERS
TENNESSEE, INC., a Tennessee corporation, and GREAT DANE LOS ANGELES, INC., a
Georgia corporation (Trailers and its subsidiaries are referred to collectively
herein as "Sellers" and each as a "Seller"), GREAT DANE HOLDINGS INC., a
Delaware corporation ("Parent"), and GREAT DANE LIMITED PARTNERSHIP, a Delaware
limited partnership ("Buyer"). Sellers, Parent and Buyer are referred to
collectively herein as the "Parties." Other capitalized terms used in this
Amendment without definition shall have the meanings ascribed thereto in the
Asset Purchase Agreement.
W I T N E S S E T H:
WHEREAS, the Parties desire to amend certain terms in the
Asset Purchase Agreement as hereinafter set forth;
NOW, THEREFORE, the Parties do hereby agree as follows:
Section 1 -- AMENDMENTS
Section 1.1 Amendment to Section 1.5. Section 1.5(a) of the
Asset Purchase Agreement is amended by deleting the two references to the date
"December 19, 1996" in the first sentence thereof and inserting references to
the date "December 31, 1996" in lieu thereof.
Section 1.2 Amendment to Section 11.14. Section 11.14 of the
Asset Purchase Agreement is amended by deleting the amount "$2,000,000" in the
definition for the term "Escrow Amount" in said Section and inserting the amount
"$500,000" in lieu thereof.
Section 1.3 Amendment to Exhibit 1.5(a). Exhibit 1.5(a) to the
Asset Purchase Agreement is deleted and replaced by the Exhibit 1.5(a) which is
attached to this Amendment.
Section 2 -- MISCELLANEOUS
Section 2.1 Headings. The headings of the Articles, Sections
and paragraphs of this Amendment are inserted for convenience only and shall not
be deemed to constitute part of this Amendment or to affect the construction
hereof.
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Section 2.2 Governing Law. This Amendment shall be construed
in accordance with and governed by the laws of the State of New York applicable
to agreements made and to be performed wholly within such jurisdiction. Each of
the parties hereto hereby irrevocably and unconditionally consents to submit to
the exclusive jurisdiction of the courts of the State of New York and of the
United States of America, in each case located in County of New York, for any
Litigation arising out of or relating to this Amendment and the transactions
contemplated hereby (and agrees not to commence any Litigation relating thereto
except in such courts), and further agrees that service of any process, summons,
notice or document by U.S. registered mail to its respective address set forth
in Section 11.10 of the Asset Purchase Agreement shall be effective service of
process for any Litigation brought against it in any such court. Each of the
parties hereto hereby irrevocably and unconditionally waives any objection to
the laying of venue of any Litigation arising out of this Agreement or the
transactions contemplated hereby in the courts of the State of New York or the
United States of America, in each case located in County of New York, and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such Litigation brought in any such court has been
brought in an inconvenient forum.
Section 2.3 Counterparts. This Amendment may be executed in
one or more counterparts, each of which shall for all purposes be deemed to be
an original and all of which shall constitute the same instrument.
Section 2.4 Effect of Amendment. Except as specifically
provided herein, this Amendment does not in any way amend, modify or impair the
terms, conditions and other provisions of the Asset Purchase Agreement, or the
obligations of the Parties thereunder, and all terms, conditions and other
provisions of the Asset Purchase Agreement shall remain in full force and effect
except to the extent specifically amended pursuant to the provisions of this
Amendment.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed on its behalf as of the date first above written.
GREAT DANE HOLDINGS INC.
By:
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Name:
Title:
GREAT DANE TRAILERS, INC.
By:
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Name:
Title:
GREAT DANE TRAILERS TENNESSEE, INC.
By:
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Name:
Title:
GREAT DANE LOS ANGELES, INC.
By:
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Name:
Title:
GREAT DANE LIMITED PARTNERSHIP
By: DANE ACQUISITION CORP.,
Its General Partner
By:
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Name:
Title:
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ACCEPTED AND AGREED :
CAPITAL RESOURCE ASSOCIATES
By: EQ CORPORATION,
Managing General Partner
By:
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Name:
Title:
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