Addendum to Asset Purchase Agreement
On February 18, 1997 The Fortress Group, Inc. ("Fortress") and X.X.
Xxxxxx Construction, Inc. ("DWHC") entered into that certain Asset Purchase
Agreement ("Agreement").
Fortress and DWHC hereby amend that Agreement as follows:
1. The provisions of Paragraph 2.1(c) on Page 6 of the
Agreement are amended to add a sentence at the end of the last paragraph which
shall read:
"The provisions of this paragraph shall also apply to the
Class C Preferred stock."
2. All references to Class B Preferred Stock set forth in
Annex I, which is pages 26 and 27 of the Agreement, are hereby changed to read
Class C Preferred Stock.
3. At closing Nine Million Dollars ($9,000,000.00) in cash and
1.2 Million Dollars ($1,200,000.00) in Class B Preferred Stock shall be paid to
DWHC. This amount shall be subject to post-closing adjustment as provided in
Sections 2.1 and 2.2 of the Agreement.
4. By suitable escrow agreement Fortress will pay to Xxxxx
Xxxxxx the Two Million Dollars ($2,000,000.00) referred to in Paragraph 2.4(c)
and not to the financial institutions referred to therein. If Fortress defaults
under the agreements contained in Paragraph 2.4(c), the Two Million Dollars
($2,000,000.00) shall be used to reduce the amount owed to the financial
institutions.
5. Fortress and DWHC agree that if the "Releases" referred to
in Paragraph 2.4(b) of the Agreement are not obtained within sixty (60) days of
closing, Fortress shall be in default under the Asset Purchase Agreement.
6. In all other respects the Agreement shall continue in full
force and effect as written.
DATED February 28, 1997.
Witnesses as to Fortress THE FORTRESS GROUP, INC.
_________________________________ By:____________________________________
Its:
---------------------------------
Witnesses as to Xxxxxx X.X. XXXXXX CONSTRUCTION, INC.
_________________________________ By:___________________________________
Its:
