1. The first sentence of Section 9.01A(c) of the Purchase Agreement is restated in its entirety as follows:
“On the Closing Date, a portion of the cash component of the Purchase Price equal to $975,000 (the “FC Franchise Reserve”) shall be placed in a separate, segregated, custodial or escrow account established by Mirick, O’Connell, DeMallie & Lougee, LLP, which amount shall not be used or distributed for any other purpose other than in accordance with this Section 9.01A(c) and shall be released from such account only upon either a joint agreement or instruction of the Purchaser and Sellers or an order of the Bankruptcy Court.”
2. No Other Amendments. Except as expressly amended hereby, the Purchase Agreement is in all respects ratified and confirmed and all the terms, conditions, and provisions thereof shall remain in full force and effect. This Amendment is limited precisely as written and shall not constitute an amendment to any other term or condition of the Purchase Agreement or any of the documents referred to therein.
3. Other Miscellaneous Terms. The provisions of Article X (General Provisions) of the Purchase Agreement shall apply mutatis mutandis to this Amendment, and to the Purchase Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.
Signature Pages Follow.