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EXHIBIT 2.3
AMENDMENT NO 2. TO AMENDED AND RESTATED
ASSET PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
("Amendment No. 2") is made as of the 13th day of January, 1997, among NEW YORK
PAYROLL FACTORS, INC., a New York corporation ("Seller"), GENERAL CREDIT
CORPORATION, a New York corporation ("Buyer"), and, only with respect to
Sections 2.1(b) and (c), the final paragraph of Section 2.1, 8.3, 8.4(d), 12.1
and 13 of the Agreement, as that term is hereinafter defined, XXXXXX XXXXXXX
("Xxxxxxx") and XXXXXX XXXXXXX ("Nimberg").
RECITALS
The parties have entered into the Amended and Restated Asset Purchase
Agreement (the "A&R Agreement"), dated as of February 19, 1996, among Xxxxxx
Xxxxxxx and Xxxxxx Xxxxxxx ("Nimberg") only with respect to Sections 2.1(b),
2.1(c), 8.3,12 and 13 of the A&R Agreement, Seller and Buyer.
Seller and Buyer also have entered into the Amendment to Amended and
Restated Asset Purchase Agreement ("Amendment No.1"), dated as of September 6,
1996. The A&R Agreement, as amended by Amendment No. 1, is hereinafter
referenced as the Agreement.
The parties desire to further amend the Agreement to the extent and in
the respects set forth in this Amendment No. 2.
NOW THEREFORE, in consideration of the foregoing recitals, which are
hereby incorporated herein, and of the mutual promises herein contained, it is
hereby agreed as follows:
1. Section 2.1(a) of the Agreement is hereby amended in its entirety to read
as follows:
$4,700,000, payable in cash to Seller (of which $200,000 has been
paid by Buyer before the date hereof as consideration for a non-
refundable option in favor of Buyer, which option has expired) and
$4,500,000 shall be paid in cash to Seller at the Closing;
2. Section 2.1(b) of the Agreement is hereby amended to substitute 125,000
shares in place of 150,000 shares and to substitute Nimberg in place of Xxxxxxx.
3. Sections 2.1(c) and (d) of the Agreement and Exhibit "E" to the Agreement
are hereby deleted in their entirety.
4. Section 2.1 of the Agreement is hereby amended to delete both references
to "Xxxxxxx and" in the final paragraph of Section 2.1.
5. Section 8.1 of the Agreement is hereby amended to substitute February 7,
1997 in place of November 15, 1996, and to substitute in place of both provisos
(i.e., the balance of that sentence) the following:
provided, however, that the latest date of the Closing shall be
postponed to May 15, 1997, and said option shall be extended only
in the event that (a) Buyer pays to Seller, on account of and
credited against the cash portion of the Consideration under
Section 2.1(a)
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hereof, an additional and non-refundable $225,000 by cashiers of
certified check or confirmation of a wire transfer to Seller, on
or before Wednesday February 19, 1997, and (b) a "red xxxxxxx"
with respect to the IPO is printed on or before Tuesday, April 8,
1997.
6. Section 8.3(a) of the Agreement is hereby amended to delete the reference
at the beginning of that provisions to "Each of Xxxxxxx and."
7. Section 8.4(b) of the Agreement is hereby amended to substitute
$4,500,000 in place of $2,920,000.
8. The text of Section 8.4(c) of the Agreement is hereby deleted in its
entirety, and the text of Section 8.4(c) is "[Intentionally Omitted]" without
re-lettering the subsequent subsections of Section 8.4.
9. Section 8.4(d) of the Agreement is hereby amended to delete the reference
to "Xxxxxxx and."
10. Section 12.1 of the Agreement is hereby amended to delete from the
definition therein of "Holder" the reference to "each of Xxxxxxx."
11. All references in the Agreement to "this Agreement" shall be deemed to
refer to the Agreement as amended by this Amendment No. 2.
12. Seller may continue using, at its sole cost and expense, the services of
its bookkeeper Li Xx Xxxx, subject to her consent, for four (4) weeks following
the Closing and thereafter, on a part-time basis, as necessary to close Seller's
books.
13. Except to the extent expressly set forth in this Amendment No. 2, the
Agreement shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of
the date first above written.
NEW YORK PAYROLL FACTORS, INC.
as Seller
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx, President
GENERAL CREDIT CORPORATION,
as Buyer
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxxxxxx
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Xxxxxx Xxxxxxx Xxxxx Xxxxxxxxxxx, Chairman
and Chief Executive Officer
and President
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