EXHIBIT 2.3.1
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT, dated as of December 31, 2004 (this "Amendment"), to
that certain Asset Purchase Agreement, dated as of November 18, 2004 (the
"Agreement"), by and between Delta Apparel, Inc., a Georgia corporation
("Seller"), and Parkdale America, LLC, a North Carolina limited liability
company ("Purchaser"), recites and provides as follows:
WHEREAS, Purchaser and Seller desire to amend the Agreement, as set forth
below, and desire that, except as provided under this Amendment, the Agreement
shall remain in full force and effect:
NOW, THEREFORE, in consideration of good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows (capitalized terms used but not otherwise defined herein have
the respective meanings attributed thereto in the Agreement):
1. Subject to the satisfaction or waiver of all respective conditions
to each party's obligations to close, the Closing shall be consummated at the
offices of Xxxxxxxxxx Xxxxxxxx LLP in Charlotte, North Carolina on January 4,
2005, or at such other place, time, or date as the parties hereto may agree in
writing (the "Closing Date"), effective as of 11:59 p.m. on the Closing Date.
2. The Stated Value of the raw materials that constitute Inventory is
an amount equal to $986,662. The Stated Value of the work-in-process that
constitutes Inventory is an amount equal to $301,321. The Purchase Price payable
in accordance with Section 1.4(a) of the Agreement is an amount equal to
$11,287,983 ($10,000,000 plus the Stated Value of the Inventory) and shall be
payable by Purchaser to Seller on the Closing Date by wire transfer of
immediately available funds to the account designated on EXHIBIT A attached
hereto.
3. Section 5.1.3 of the Agreement is hereby amended and restated in its
entirety as follows:
"5.1.3 Termination by Either Party. This Agreement may be terminated by
either Purchaser or the Seller if (i) the representations and warranties
of the other party shall prove not to have been true in all material
respects as of the date when made, (ii) events shall have occurred
subsequent to the date hereof as a result of which the representations and
warranties of the other party could not be true in all material respects
as of the Closing Date, unless the occurrence of such events shall be due
to the failure of the party seeking to terminate this Agreement to perform
or comply with any of the covenants, agreements or conditions hereof to be
performed or complied with by such party prior to the Closing, or (iii)
the Closing shall not have occurred prior to 5:00 p.m., Charlotte,
North Carolina, local time, January 7, 2005 (or such other date as may be
mutually agreed to by the parties) through no fault of the terminating
party."
4. This Amendment shall be governed in all respects, including
validity, interpretation, and effect, by the laws of the State of North
Carolina, without giving effect to the conflict of laws rules thereof.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
the date first above written.
DELTA APPAREL, INC.
By:_________________________________
Name:
Title:
PARKDALE AMERICA, LLC
By:_________________________________
Name:
Title:
