Exhibit 99.1
AMENDMENT TO PURCHASE AND SALE AGREEMENT
This AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made as
of February 13, 2007 by and among Delta Xxxxx, Inc., a Delaware corporation
("Seller"), Xxxxxxx Properties, LLC, a North Carolina limited liability company
("Xxxxxxx Properties"), and Xxxxxxx Xxxxxxx, LLC, a North Carolina limited
liability company ("Xxxxxxx Xxxxxxx").
WHEREAS, Seller and Xxxxxxx Properties are party to that certain Purchase
and Sale Agreement, dated as of December 4, 2006 (the "Original Agreement"),
which provides, inter alia, for the sale to Xxxxxxx Properties of all Seller's
right, title and interest in, to and under the "Transferred Assets", as such
Transferred Assets are defined in the Original Agreement and shall exist on the
Closing Date (all capitalized terms used in this Amendment that are not
otherwise defined herein shall have the meanings set forth in the Original
Agreement); and
WHEREAS, Xxxxxxx Properties has requested Seller's agreement that, at the
Closing, title to the Transferred Assets be transferred from Seller to Xxxxxxx
Xxxxxxx insead of Xxxxxxx Properties; and
WHEREAS, subject to the terms and conditions of this Amendment, Seller is
willing to agree to such request;
NOW, THEREFORE, the parties hereto agree as follows:
1. At the Closing Seller will transfer title to the Transferred Assets to
Xxxxxxx Xxxxxxx.
2. Notwithstanding the definition of "Purchaser" in Section 9.1(a) of the
Original Agreement, effective as of the date of this Amendment, subject to
Section 1 of this Amendment, (a) wherever the term "Purchaser" appears in the
Original Agreement (including without limitation in Sections 1.2, 1.3 and
1.5(b)(ii) of the Original Agreement), it shall mean Xxxxxxx Properties and
Xxxxxxx Xxxxxxx, jointly and severally, and (b) wherever the term "party"
appears in the Original Agreement it shall include each of the parties to this
Amendment.
3. Section 1.5(a) of the Purchase Agreement is amended to the extent
necessary to provide that the Closing will take place at the offices of Wyche,
Burgess, Xxxxxxx & Xxxxxx, P.A., 00 Xxxx Xxxxxxxxxx Xxx, Xxxxxxxxxx, Xxxxx
Xxxxxxxx 00000, at 10 a.m., local time, on February 13, 2007.
4. Except as amended by this Amendment and the Closing Agreement dated as
of the date hereof, the Original Agreement remains in full force and effect.
5. This Amendment inures to the benefit of and is binding upon each of the
parties hereto and its respective successors and assigns.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
DELTA XXXXX, INC.
By: /s/ X. X. Xxxxxxx, Xx.
----------------------
Name: X. X. Xxxxxxx Xx.
Title: Chief Financial Officer
XXXXXXX PROPERTIES, LLC
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
Title: Member
XXXXXXX XXXXXXX, LLC
By: /s/ Xxxx Xxxxxxx
----------------
Name: Xxxx Xxxxxxx
Title: Member
