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EXHIBIT 2.7
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
This First Amendment (this "Amendment") to the Asset Purchase
Agreement (the "Agreement") dated as of February 12, 1997, by and among AMRE,
Inc., a Delaware corporation ("AMRE"), American Remodeling, Inc., a Texas
corporation, Facelifters Home Systems, Inc., a Delaware corporation, Reunion
Home Services, Inc., a Texas corporation, and Xxxxxx X. Xxxxxx, is made as of
the 18th day of March, 1997.
RECITALS
WHEREAS, the parties entered into the Agreement whereby Purchaser
would acquire certain assets of Sellers; and
WHEREAS, in preparation for the Closing certain determinations have
been made with respect to the Business Assets which the parties desire to
acknowledge;
AGREEMENTS
NOW, THEREFORE, in consideration of the above recitals, which
constitute a part of this Agreement, the mutual promises and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Purchaser, Xxxxxx and Sellers,
intending to be legally bound hereby, agree as follows:
1. Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to such terms in the Agreement.
2. The reference to "Facelifters Home Services, Inc." in the
opening paragraph of the Agreement is hereby amended to read "Facelifters Home
Systems, Inc."
3. All references to "Xxxxxx X. Xxxxxx" in the Agreement are
hereby amended to read "Xxxxxx X. Xxxxxx."
4. Section 3.2(a)(iv) of the Agreement is hereby amended to read
in its entirety as follows:
(iv) the books, records and customer lists owned and used by
each of the Sellers in connection with the Business;
5. Section 4.3 of the Agreement is hereby amended to read in its
entirety as follows:
"Section 4.3 Title. Either AMRE, ARI or Facelifters owns
good and marketable title to the FF&E and the Inventory,
except with respect to (a) those assets marked with one
asterisk (*), two asterisks (**) or three
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asterisks (***) on the Schedules hereto and (b) those assets
that are listed on Exhibit A to Schedule 2.1(b), 2.1(c) or
2.1(d) hereto."
6. Section 4.4 of the Agreement is hereby amended to change the
second sentence of such section to read in its entirety as follows:
"After the Closing (a) no person or business entity other than
Purchaser will be authorized by Sellers, directly or
indirectly, to use the Trademark, and (b) Sellers shall not
object to Purchaser's use of the "Century 21" trademark and
shall have no right to royalties or other payments from
Purchaser on account of Purchaser's use of the "Century 21"
trademark."
7. The Schedules to the Agreement are replaced in their entirety
by the Schedules attached to this Amendment.
8. The Agreement, as amended by this Amendment, is hereby
ratified and confirmed to be in full force and effect as of the date hereof.
9. This Amendment may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute
one and the same agreement.
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to
be executed on its behalf by its representative thereunto duly authorized, all
as of the 18th day of March, 1997.
AMRE, INC., individually and on behalf of
its affiliates, Century 21 Home Improvements,
Inc. and Congressional Construction
Corporation
By: /s/ J. Xxxxx Xxxxxxxxx
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Name: J. Xxxxx Xxxxxxxxx
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Title: President
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AMERICAN REMODELING, INC.
By: /s/ J. Xxxxx Xxxxxxxxx
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Name: J. Xxxxx Xxxxxxxxx
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Title: President
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FACELIFTERS HOME SYSTEMS, INC.
By: /s/ J. Xxxxx Xxxxxxxxx
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Name: J. Xxxxx Xxxxxxxxx
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Title: President
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REUNION HOME SERVICES, INC.
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
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Title: CEO
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/s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
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OMITTED SCHEDULES
REUNION HOME SERVICES, INC.
FIRST AMENDMENT
TO
ASSET PURCHASE AGREEMENT
SCHEDULE CONTENTS
Schedule 1.1 Sales Offices of the Debtors from which Reunion
Home Services, Inc. purchased assets.
Schedule 2.1(a) Real property leases to be assumed by Reunion
Home Services, Inc.
Schedule 2.1(b) Furniture, fixtures, and equipment located at
the Sales Offices and purchased by Reunion
Home Services, Inc. pursuant to the Asset
Purchase Agreement.
Schedule 2.1(c) Furniture, fixtures and equipment located at
the Algonquin Building and purchased by Reunion
Home Services, Inc. pursuant to the Asset
Purchase Agreement.
Schedule 2.1(d) Furniture, fixtures and equipment located at
the Telemarketing Center and purchased by
Reunion Home Services, Inc. pursuant to the
Asset Purchase Agreement.
Schedule 2.1(f) Equipment leases to be assumed by Reunion Home
Services, Inc.
Schedule 2.2(g) Liabilities and obligations assumed by Reunion
Home Services, Inc. pursuant to the Asset
Purchase Agreement (those liabilities in
connection with the equipment leases).
Schedule 2.1(i) Telephone numbers to be assumed by Reunion Home
Service, Inc.
The Registrant hereby agrees to provide supplemental copies of any and all of
the above omitted schedules should the Commission so request.
