FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT is made as of the 23rd day of February, 2001, by and
among Microtek Medical, Inc., a Delaware corporation ("Purchaser"), Deka
Medical, Inc., a Florida corporation ("Seller"), and the stockholders of Seller
set forth on the signature page of this Amendment (collectively, the
"Stockholders").
W I T N E S S E T H:
WHEREAS, Purchaser, Seller and Stockholders entered into that certain Asset
Purchase Agreement dated as of February 9, 2001 (the "Purchase Agreement"); and
WHEREAS, in connection with recording the Clean-Op Closing, the parties
have agreed that the Clean-Op Closing shall be effective for accounting purposes
at 11:59 p.m. on February 2, 2001.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. Defined Terms. Initially capitalized terms used in this Amendment which
are not otherwise defined in this Amendment are used with the same meaning
ascribed to them in the Purchase Agreement.
2. Amendment. Section 1.3 of the Purchase Agreement is amended by changing
the date "February 9, 2001" appearing therein to "February 2, 2001".
3. Miscellaneous. Except as modified and amended hereby, the parties hereto
adopt and ratify the Purchase Agreement without further modification or
amendment. This Amendment may be executed in any one or more counterparts, each
of which shall be deemed an original but all of which shall together constitute
one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
PURCHASER:
MICROTEK MEDICAL, INC.
By:____________________________________
Title: ________________________________
SELLER:
DEKA MEDICAL, INC.
By:____________________________________
Title:_________________________________
[Signatures continued on following page]
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STOCKHOLDERS:
_____________________________________
Xxxxxx X. Xxxxxx
_____________________________________
Xxxxxxxxx X. Xxxxxx
PNC Capital Corp.
By: _________________________________
Name: _______________________________
Title: ______________________________
South Atlantic Private Equity Fund IV,
Limited Partnership
By: _________________________________
Name: _______________________________
Title: ______________________________
South Atlantic Private Equity Fund
IV (QP), Limited Partnership
By:__________________________________
Name: _______________________________
Title: ______________________________
Kitty Hawk Capital Limited Partnership, III
By: Kitty Hawk Partners Limited
Partnership, III, the General Partner
By: __________________________________
Xxxxxx X. Xxxxxxxxx, Xx., General Partner
Wood Street Partners II
By: __________________________________
Name: ________________________________
Title: _______________________________
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