Exhibit 10.10.1(b)
July 31, 2000
Agway, Inc.
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Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇
Associate General Counsel
Asset Purchase Agreement
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Gentlemen:
In order to facilitate the closing under the Asset Purchase Agreement,
dated as of June 20, 1998 (the "Agreement"), by and between Southern States
Cooperative, Inc. ("Southern States") and Agway, Inc. ("Agway"), Agway has
agreed to accept Southern States' promissory note, in substantially the form
attached hereto (the "Note") in satisfaction of a portion of the purchase price
for the Purchased Assets to be paid at Closing. This letter is to confirm
certain agreements between Agway and Southern States relating to the payment of
the purchase price.
Southern States and Agway have agreed that:
a) At Closing, Southern States will deliver the executed Note to Agway in
satisfaction of a $13,300,000 portion of the purchase price for the
Purchased Assets payable at Closing pursuant to Section 4.4 of the
Agreement.
b) Notwithstanding the provisions of Section 4.4 of the Agreement, the
purchase price to be paid for the Purchased Assets at Closing shall be
paid as follows: (1) a $13,300,000 portion of the purchase price for
the Purchased Assets shall be paid by delivery of the Note to Agway,
and (2) the balance shall be paid at the Closing by wire transfer of
immediately available funds to Agway's account as provided to Southern
States.
Agway, Inc.
July 31, 2000
Page 2
Capitalized terms not otherwise defined herein shall have the meanings
ascribed in the Agreement. The Agreement, except as specifically amended by this
letter agreement, is hereby ratified and confirmed and shall remain in full
force and effect in accordance with its terms.
Please sign the enclosed copy of this letter agreement to evidence
your agreement to the foregoing.
Very truly yours,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Chief Executive Officer and President
SEEN AND AGREED:
AGWAY, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Vice President