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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 F & P ENTERPRISES, INC., a
North Carolina corporation ("Seller"); XXXXXX XXXXXXXX and XXXXXXX 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 Fourteen Million Nine Hundred Fifty Six
Thousand Eight Hundred Eighty Nine and no/100 Dollars ($14,956,889.00).
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:
F & P ENTERPRISES, INC.
By:__________________________________
___________________________, President
Shareholders:
_____________________________________
Xxxxxx Xxxxxxxx
_____________________________________
Xxxxxxx Xxxxxxxx
Purchaser:
NATIONAL RESTAURANT ENTERPRISES, INC.
d/b/a AMERIKING CORPORATION
By:___________________________________
Xxxx Xxxxxx, Secretary
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