FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
Exhibit 10.1
FIRST
AMENDMENT TO
ASSET PURCHASE AGREEMENT
This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is made as of October 13, 2004, by and between Quik Drive, U.S.A., Inc., a Tennessee corporation, Quik Drive Canada Inc., an Ontario corporation, and G. Xxxx Xxxxxxxxx, on the one hand, and Xxxxxxx Strong-Tie Company Inc., a California corporation, and Xxxxxxx Manufacturing Co., Inc., a Delaware corporation, on the other hand, with reference to the following facts:
The parties hereto have entered into that certain Asset Purchase Agreement dated as of September 9, 2004 (the “Agreement”). PricewaterhouseCoopers LLP has advised Buyer that the amount of the purchase price that should properly be allocated to the Xxxxxxxxx Patent Rights differs from that stated in the Agreement. The parties desire to amend the Agreement to reflect that advice and to make other minor changes. Capitalized terms used and not otherwise defined herein have the meanings respectively ascribed to them in the Agreement.
Accordingly, the parties hereby amend the Agreement, as follows:
1. The last sentence of section 2.3.1 is amended to read, “At the Closing, the Deposit shall be returned to Buyer.”
2. The first sentence of section 2.3.2 is amended to read,
“Subject to the other provisions of this section 2.3, at the Closing Buyer or its designee(s) shall pay, as part of the Purchase Price, to Sellers by wire transfer in accordance with such written instructions as Sellers may furnish to Buyer at least two business days prior to the Closing Date, the following amounts in cash:
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Seller |
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Amount |
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Xxxxxxxxx |
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$ |
5,482,000 |
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Quik Drive USA |
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19,900,307 |
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Quik Drive Canada |
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4,617,693 |
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Total |
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$ |
30,000,000 |
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3. Clause (a) of the first sentence of section 2.8 is amended to read, “(a) $5,482,000 to the Xxxxxxxxx Patent Rights,”.
4. Buyer agrees that Buyer will not suffer or permit Quik Drive Australia to renew its Lease of real property at 00 Xxxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxxx Xxxxx, Xxxxxxxxx, on or after its expiration on August 24, 2005, unless Quik Drive USA shall be relieved and released from any liability resulting from any breach of or default under such Lease occurring on or after August 25, 2005.
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5. The Agreement shall continue in full force and effect, without change except only as is expressly set forth herein.
IN WITNESS WHEREOF, this First Amendment to Asset Purchase Agreement has been duly executed by or on behalf of the parties hereto as of the date first above written.
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XXXXXXX STRONG-TIE COMPANY, INC. |
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BY: |
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G. Xxxx Xxxxxxxxx |
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Xxxxxxx X. Xxxxxxx |
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Chief Financial Officer |
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QUIK DRIVE, U.S.A, INC. |
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XXXXXXX MANUFACTURING CO., INC. |
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BY: |
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BY: |
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G. Xxxx Xxxxxxxxx |
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Xxxxxxx X. Xxxxxxx |
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President |
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Chief Financial Officer |
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QUIK DRIVE CANADA, INC. |
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BY: |
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G. Xxxx Xxxxxxxxx |
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President |
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