THE MILLWORK TRADING CO., LTD. 1359 Broadway, 21st Floor New York, New York 10018 June 1, 2006
Exhibit 2(b)
THE MILLWORK TRADING CO., LTD.
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Dear Gentlemen:
Reference is made to that certain Purchase Agreement (the “Purchase Agreement”), dated
May 1, 2006, between THE MILLWORK TRADING CO., LTD. d/b/a LI & ▇▇▇▇ USA, a Delaware corporation
(“Buyer”), and OXFORD INDUSTRIES, INC., a Georgia corporation (“Seller”).
Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to
them in the Purchase Agreement.
WHEREAS:
A. Buyer and Seller have previously entered into the Purchase Agreement pursuant to which Buyer has
agreed to acquire certain assets of the Business of Seller.
B. Buyer and Seller desire to amend the Purchase Agreement by this agreement (the
“Amendment”) as specifically set forth below.
NOW, THEREFORE:
Buyer and Seller hereby agree to amend the Purchase Agreement as follows:
1. Article I. The definition of “Goods-In-Transit” in Article I of the Purchase
Agreement is deleted in its entirety and replaced with the following:
“Goods-in-Transit” means all goods ordered or purchased by the
Business pursuant to Purchase Orders pending as of the Closing Date, which goods
(i) have not yet been delivered to Seller’s distribution center as of the Closing,
and (ii)(A) are shipped consigned to Seller or Seller’s letter-of-credit-issuing
bank pursuant to a ▇▇▇▇ of lading or air waybill dated not later than June 18, 2006
or (B) are shipped consigned to Seller pursuant to a ▇▇▇▇ of lading or air waybill
dated on or after June 19, 2006 but for which Seller had, in good faith, booked a
shipping date not later than June 18, 2006. For purposes of the definition
“Goods-in-Transit,” “Purchase Orders” mean all purchase orders,
purchase memos and similar contracts, commitments and undertakings to purchase
goods.
2. Schedule 4.6. Schedule 4.6(a) is hereby amended to add to the information
included in Exhibit A to this Amendment.
3. Schedule 6.8. Schedule 6.8 of the Purchase Agreement (Employee Incentive
Program) is deleted in its entirety and replaced with Schedule 6.8, attached hereto and
incorporated herein.
4. Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
5. Severability. If any provision of this Amendment shall be held to be invalid or
unenforceable, in whole or in part, neither the validity nor the enforceability of the remainder
hereof shall in any way be affected.
6. Amendments and Waivers. No provision of this Amendment may be amended or waived
without the prior written consent of each of the other parties hereto.
7. Governing Law. This Amendment shall be governed by and construed in accordance
with the law of the State of New York.
8. No Waivers. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any
rights or remedies provided by law.
9. Counterparts; Integration. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures hereto
were upon the same instrument. This Amendment together with the Purchase Agreement constitutes the
entire agreement and understanding between the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter hereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date
first above written.
| OXFORD INDUSTRIES, INC. |
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| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III | |||
| Name: | ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III | |||
| Title: | Executive Vice President | |||
| THE MILLWORK TRADING CO., LTD. |
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||
| Title: | President | |||
