Letter Agreement Amending Asset Purchase Agreement Between Southern States Cooperative, Inc. and Agway, Inc.

Summary

This letter agreement, dated July 31, 2000, is between Southern States Cooperative, Inc. and Agway, Inc. It confirms that, as part of the closing under their Asset Purchase Agreement, Southern States will deliver a $13.3 million promissory note to Agway as partial payment for purchased assets, with the remaining balance paid by wire transfer. The agreement clarifies payment terms and confirms that all other terms of the original Asset Purchase Agreement remain unchanged.

EX-10.10.1B 4 0004.txt LETTER AGREEMENT Exhibit 10.10.1(b) July 31, 2000 Agway, Inc. PO Box 4933 Syracuse, New York 13221 Attn: Christopher W Fox Associate General Counsel Asset Purchase Agreement ------------------------ 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/ Wayne A. Boutwell -------------------------------------------- Wayne A. Boutwell Chief Executive Officer and President SEEN AND AGREED: AGWAY, INC. By: /s/ Robert A. Fischer, Jr. ------------------------------ Robert A. Fischer, Jr. Vice President