EXHIBIT 2.3
FIRST AMENDMENT TO
ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (this "Amendment") is made
and entered into as of the 2nd day of May, 2002, by and among ▇▇▇▇ ▇▇▇▇▇
Associates, Inc., a Delaware corporation ("▇▇▇▇ ▇▇▇▇▇ Associates"), Pocono
Knits, Inc., a New Jersey corporation ("Pocono"), and ▇▇▇▇ ▇▇▇▇▇, an individual
resident of the state of Pennsylvania (the "Pocono Shareholders").
WHEREAS, ▇▇▇▇ ▇▇▇▇▇ Associates, Pocono and the Pocono Shareholders have
previously entered into that certain Asset Purchase Agreement dated as of the
15th day of March, 2002 (the "Agreement"); and
WHEREAS, ▇▇▇▇ ▇▇▇▇▇ Associates, Pocono and the Pocono Shareholders desire
to amend the Agreement as set forth in this Amendment; and
WHEREAS, capitalized terms used herein and not otherwise defined shall have
the meaning set forth in the Agreement.
NOW, THEREFORE, in consideration of the mutual agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Section 1.01(a)(iv) of the Agreement is hereby amended by replacing
the words "that Buyer must pay to Seller the sum of $250,000 for the right to
participate in the proceeds" in the last line of such Section with "the Buyer
shall not participate in the Contract for Berets and such contract shall be
assigned to a new corporation as directed by Pocono."
2. Section 1.01(b) of the Agreement is hereby is hereby amended by
replacing the sentence "At the Closing, good, valid and marketable title to all
of the Assets shall be transferred, conveyed, assigned and delivered by the
Company to the Buyer pursuant to the Conveyance Documents, free and clear of any
and all liens, encumbrances, mortgages, security interests, pledges, claims,
equities and other restrictions or charges of any kind or nature whatsoever,
excepting, however, the liabilities set forth in Schedule 1.01(c)." with the
sentence "At the Closing, good, valid and marketable title, subject to all
existing liens and encumbrances, to all of the Assets shall be transferred,
conveyed, assigned and delivered by the Company to the Buyer pursuant to the
Conveyance Documents, free and clear of any and all liens, encumbrances,
mortgages, security interests, pledges, claims, equities and other restrictions
or charges of any kind or nature whatsoever, excepting, however, the liabilities
set forth in Schedule 1.01(c)"
3. Section 1.01(c) of the Agreement is hereby amended by deleting the
word "trade" between the words "all" and "accounts" in subsection (i). Section
1.01(c) is further amended by replacing the sentence reading "At Closing,
Buyer's Shareholder, Armitec, Inc., a Delaware corporation, shall deliver to
Shareholder a Pledge Agreement, pledging all of the outstanding shares of stock
of Buyer (the "Shares") to Shareholder to secure the Obligations assumed by
Buyer as set forth in this Subsection" with "At Closing, Buyer's Shareholder,
Armitec, Inc., a Delaware corporation, shall deliver to Shareholder a Pledge
Agreement, pledging all of the outstanding shares of stock of Buyer (the
"Shares") to Shareholder to secure the Obligations assumed by Buyer as set forth
in the Pledge Agreement."
4. Section 1.02 of the Agreement is hereby amended by replacing the
paragraph in its entirety with the words "As payment in full for the Assets
being acquired by the Buyer hereunder, Buyer shall assume the obligations of the
Company as set forth in Section 1.01(c)."
5. Schedule 3.04 is hereby amended to add the Pledge Agreement to ▇▇▇▇▇
▇▇▇▇▇▇▇.
6. Section 7.08 of the Agreement is hereby amended by replacing the
paragraph in its entirety with the words "The Company acknowledges that it has
received a total $107,500 in working capital previously advanced to the Company.
On May 2, 2002, the Buyer shall provide the Company's yarn suppliers One-Hundred
Thousand Dollars ($100,000)
7. Except as set forth in this Amendment, the Agreement shall remain
unmodified and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first written above.
▇▇▇▇ ▇▇▇▇▇ ASSOCIATES, INC.
BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, President
POCONO KNITS, INC.
BY: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇, President
POCONO KNITS, INC. SHAREHOLDERS
/s/ ▇▇▇▇ ▇▇▇▇▇
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