Exhibit 99.2
AMENDMENT TO
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PURCHASE AND SALE AGREEMENT
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THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is dated
as of February 13, 2007, by and between DELTA ▇▇▇▇▇, INC., a Delaware
corporation ("Seller"), and ▇▇▇▇▇▇▇ ▇▇▇ INTERNATIONAL, INC., a Maryland
corporation ("Buyer").
WHEREAS, Seller and Buyer are party to that certain Purchase and Sale
Agreement, dated as of December 12, 2006 (the "Original Agreement"), whereby,
subject to the terms and conditions thereof, Seller agrees to sell, and Buyer
agrees to purchase, the Assets described therein; and
WHEREAS, Buyer has claimed that certain assets purportedly included in the
Assets to be sold pursuant to the Original Agreement either are not available to
be sold or differ from the description thereof previously provided to Buyer (in
particular, that a Dobby loom is missing, one Cam loom is missing certain items
and one UT-3 had a different manufacture date than expected); and
WHEREAS, Buyer and Seller have settled their differences with respect to
these claims, and enter into this Amendment to memorialize their agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. All capitalized terms used in this Amendment that are not otherwise
defined herein shall have the meanings set forth in the Original Agreement.
2. The Purchase Price for the Assets is amended to be Two Million Four
Hundred Ninety-Seven Thousand Dollars ($2,497,000).
3. This Amendment constitutes a full settlement with respect to any and all
claims that Buyer has or may have with respect to the content or description of
the Assets to be sold by Seller and purchased by Buyer pursuant to the Original
Agreement, as amended by this Amendment.
4. Except as expressly amended by this Amendment, the Original Agreement
remains in full force and effect.
5. This Amendment shall inure to the benefit of, and is binding upon, the
parties hereto and their respective successors and assigns.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, Seller and Buyer execute this Amendment as of the date
and year first above written (notwithstanding the actual date of execution and
delivery hereof), with the specific intention that this Amendment constitutes a
document under seal. This Amendment may be executed in counterparts and may be
delivered via facsimile transmission.
SELLER:
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DELTA ▇▇▇▇▇, INC.
A Delaware Corporation
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇, ▇▇. (SEAL)
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Name: ▇. ▇. ▇▇▇▇▇▇▇, ▇▇.
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Title: Chief Financial Officer
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BUYER:
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▇▇▇▇▇▇▇ ▇▇▇ INTERNATIONAL, INC.
A Maryland Corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (SEAL)
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CEO