from 8-K
1 page
<page> Amendment No. 2 to Asset Purchase Agreement This Amendment No. 2 to Asset Purchase Agreement (This "Amendment") Is Made and Entered Into This 16th Day of June, 1997, Among North Foods, Inc., a North Carolina Corporation ("Seller"); Thomas Fickling, William Prentice and Thomas Troy Fickling (Collectively Referred to as the "Shareholders"), and National Restaurant Enterprises, Inc. D/B/a Ameriking Corporation, a Delaware Corporation ("Purchaser"). R E C I T a L S: Whereas, Seller, the Shareholders and Purchaser Are Parties to an Asset Purchase Agreement, Dated March 7, 1997, as Amended by Amendment No. 1 to Asset Purchase Agreement, Dated April 8, 1997 (As Amended, the "Agreement"); and Whereas, the Parties Hereto Desire to Amend the Agreement to Further Clarify the Parties' Intentions. Now Therefore, in Consideration of the Recitals, Which Shall Be Deemed to Be a Substantive Part of This Amendment, and the Mutual Covenants, Promises, Agreements, Representations and Warranties Contained in This Amendment, the Parties Hereto Do Hereby Covenant, Promise, Agree, Represent and Warrant as Follows: 1. Definitions of Terms. Capitalized Terms Used Without Definition Herein Shall Have the Meanings Assigned to Them in the Agreement. 2. Purchase Price Amended. the Parties Hereto Agree That the Purchase Price Is Hereby Amended to Be Eight Million and No/100 Dollars ($8,000,000.00). 3. Scope. to the Extent Not Amended or Modified Herein, the Agreement Shall Remain in Full Force and Effect. in Witness Whereof, the Parties Hereto Have Executed and Delivered This Amendment, With the Intention of Making It a Valid and Binding Instrument, on the Date First Above Written. Seller: North Foods, Inc. By: ,President Shareholders: Thomas Fickling William Prentice Thomas Troy Fickling <page> Purchaser: National Restaurant Enterprises, Inc. D/B/a Ameriking Corporation By: Joel Aaseby, Secretary 2
