EXHIBIT 3
FIRST AMENDMENT TO ASIAN ACQUISITION AGREEMENT
This FIRST AMENDMENT to the Asian Acquisition Agreement dated December 3rd, 1996
("The Agreement"), is made this 30th day of September, 1997 by and between Bank
of America National Trust & Savings Association, a national banking association
("BANK"), and XX Xxxxxxxx Services Inc., a Delaware corporation ("BAMS").
The following Recitals are a material part of this FIRST AMENDMENT:
BANK and BAMS wish to amend The Asian Acquisition Agreement to conform The
Agreement to the Asset Transfer Agreement executed by and among BANK, Bank of
America NW, N.A. and BAMS dated December 3rd, 1996 and the Taiwan Acquisition
Agreement between BANK and BAMS dated as of September 30 1997.
NOW, THEREFORE, in consideration of the premises, representations, warranties,
mutual covenants and agreements set forth herein, and set forth in The
Agreement, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, BANK and BAMS hereby covenant and agree as
follows:
1. Section 1.1(a) of The Agreement is hereby restated in its entirety to read
as follows:
(1) RECEIVABLES. All accounts receivable, notes receivable, payments
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by or on behalf of such Asian business, advances by or on behalf
of such Asian business and outstanding at the closing;
2. Section 1.3 of The Agreement is amended to add a new subparagraph (a) and to
renumber the subsequent paragraphs. The new subparagraph (a) will read as
follows:
(a) Drafts in transit outstanding as of the date hereof
which are retained by the Bank;
3. Except as specifically amended herein the terms of The Agreement remain in
full force and effect.
BANK OF AMERICA XX XXXXXXXX SERVICES, INC.
NATIONAL TRUST &
SAVINGS ASSOCIATION
By: /s/ XXXXX X. XXXX By: /s/ XXXXX X. XXXXXXXX
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Date: 09/30/97 Date: 09/30/97
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