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EXHIBIT 10.6.1
FIRST AMENDMENT TO
PRODUCT PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PRODUCT PURCHASE AGREEMENT (the "FIRST
AMENDMENT") between A.P.S., INC., a Delaware corporation (the "SUPPLIER") and
AUTOMOTIVE ONE PARTS STORES, INC., a Florida corporation (the "PURCHASER") made
this 20th day of February, 1997.
WHEREAS, on or about October 25, 1995, the Supplier and the Purchaser
entered into a certain Product Purchase Agreement (the "INITIAL AGREEMENT")
relating to the purchase from time to time by the Purchaser from the Supplier
of certain automotive parts, accessories and supplies; and
WHEREAS, the parties wish to modify the Initial Agreement in the manner
set forth herein.
NOT, THEREFORE, the parties hereto agree as follows:
1. DEFINITIONS. Unless defined in this First Amendment,
capitalized terms shall have the meaning set forth in the Initial Agreement.
2. MODIFICATION OF INITIAL AGREEMENT. The Initial Agreement is
hereby modified as follows:
(a) In regard to the term of the Initial Agreement, the
term of "fifteen (15) years" is hereby deleted and amended to
read "five (5) years".
(b) Notwithstanding the provisions of subparagraph (a)
above or any other provisions of the Initial Agreement, the
Supplier may, upon thirty (30) days written notice to the Purchaser,
terminate the Initial Agreement.
(c) In regard to paragraph 6:
(i) In the event the Purchaser desires to undertake
any Sale or Business (as defined in paragraph 6), the
Purchaser will furnish to the Supplier a true, correct and
complete copy of the purchase offer, which must be a bona-fide,
good faith offer from an unaffiliated third party. The
Purchaser shall so notify the
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Supplier that it is the intention of the Purchaser to accept
said purchase offer. In such case, regarding the right of
first refusal, the Supplier shall have a total of twenty (20)
days from the date the Supplier receives the foregoing copy of
the purchase offer within which to exercise its right of
purchase under paragraph 6. The Purchaser shall cooperate with
the Supplier in regard to the Supplier undertaking its due
diligence in deciding whether to exercise its right of
purchase; any delays in so cooperating shall increase on
a day for day basis, the twenty (20) day time period set forth
above.
(ii) If the Supplier does not exercise it's right to
purchase and the Purchaser closes the sale of business on the
terms offered to the Supplier, then the person so acquiring the
Purchaser's business may within thrity (30) days after the
closing terminate this Agreement by so notifying the Supplier in
writing within said period.
3. AMOUNTS CURRENTLY DUE. As of January 25, 1997, there was
currently due and owing to the Supplier from the Purchaser for the purchase of
Automotive Parts the total amounts set forth in a Loan Modification Agreement
of even date herewith (which amount includes both the purchase price amount and
accrued and unpaid interest). The Purchaser confirms that said amount was as
of said date absolutely and unconditionally due and owing to the Supplier and
is not subject to any claim, counterclaim, defense or other right of off-set.
4. RATIFICATION. Except as set forth above, the parties confirm
and ratify the Initial Agreement. Hereafter, the term "Agreement" means the
Initial Agreement as modified by this First Amendment.
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IN WITNESS WHEREOF, this First Amendment was executed as of the day and
year first above written.
Signed, sealed and delivered PURCHASER:
in the presence of:
AUTOMOTIVE ONE PARTS STORES, INC.
/s/Patrick T. Christiansen By: /s/Robert H. Gentry, III
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(Signature of Witness) Robert H. Gentry, III,
Patrick T. Christiansen President
Patrick T. Christiansen
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(Print Name of Witness)
/s/Mary Faith Pinson
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(Signature of Witness)
Mary Faith Pinson
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(Print Name of Witness)
As to the "Purchaser"
SUPPLIER:
A.P.S., INC.
/s/Richard S. Garfinkel By:/s/E. Eugene Lauver
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(Signature of Witness) E. Eugene Lauver,
Vice President
Richard S. Garfinkel
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(Print name of Witness)
/s/Diane M. Stanley
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(Signature of Witness)
Diane M. Stanley
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(Print Name of Witness)
As to the "Supplier"
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JOINDER
The undersigned, being stockholders in the Purchaser, do hereby join
in this First Amendment for the following purposes:
1. To confirm and ratify the foregoing as the Stockholders or
Owners of the Purchaser.
2. To confirm that the guaranty or guaranty agreements exercised
by the undersigned includes any obligations owing to the Supplier by the
Purchaser under the Initial Agreement.
Dated this 20th day of February, 1997.
/s/Patrick T. Christiansen /s/Robert H. Gentry, III
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(Signature of Witness) Robert H. Gentry, III
individually
Patrick T. Christiansen
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(Print Name of Witness) /s/Janice Sue Gentry
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Janice Sue Gentry, his wife,
/s/Mary Faith Pinson individually
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(Signature of Witness)
Mary Faith Pinson
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(Print Name of Witness)
As to the "Stockholders/Guarantors"
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