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FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
This First Amendment to Asset Purchase Agreement (this "Amendment"),
dated as of February 2, 1997, is made and entered into by and between XXX RIVER
INC., a Georgia corporation ("Purchaser"), and THE NEW CHEROKEE CORPORATION, a
Delaware corporation ("Seller").
W I T N E S S E T H:
WHEREAS, Purchaser and Seller entered into an Asset Purchase Agreement,
dated as of January 10, 1997 (the "Purchase Agreement"), pursuant to which
Purchaser will acquire substantially all of the assets of Seller;
WHEREAS, Purchaser and Seller wish to amend the Purchase Agreement in
certain respects as provided herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises,
covenants and agreements contained herein, the parties hereto, intending to be
legally bound, hereby agree as follows:
1. Definitions. Capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Purchase Agreement.
2. Amendments.
(a) Schedule 1.2(l) to the Purchase Agreement is hereby amended by
deleting the three (3) life insurance policies identified as Items 8, 9
and 10 on such Schedule.
(b) Section 5.12(c) is hereby amended by deleting "$36,179.43"
therefrom, and substituting in lieu thereof "$19,815.93".
3. Controlling Law. This Amendment shall be governed by and interpreted
under the laws of the State of North Carolina applicable to contracts made and
to be performed entirely within such State and without giving effect to the
choice of law principles of such State.
4. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument, and, when signed by all
of the parties hereto, shall become legally binding on such parties effective
as of the date set forth at the beginning of this Amendment.
5. Remaining Terms. Except as expressly amended hereby, the Purchase
Agreement shall continue in full force and effect. This Amendment is limited
as written and should not be deemed to be a consent or waiver of any other term
or condition of the Purchase Agreement or any of the documents referred to
therein.
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IN WITNESS WHEREOF, the parties have executed this Amendment effective as
of the day and year first above written.
XXX RIVER INC.
By:-----------------------------------
Name:------------------------------
Title:-------------------------------
THE NEW CHEROKEE CORPORATION
By:-----------------------------------
Name:------------------------------
Title:------------------------------_
