Facility Development Agreement

EXHIBIT 10.92


AMENDMENT NO.1
TO
FACILITY DEVELOPMENT AGREEMENT


THIS AMENDMENT NO. 1 TO THE FACILITY DEVELOPMENT AGREEMENT is made and effective as of March 30, 2000, by and between Tarrant Mexico, S. de R.L. de C.V., a limited liability company formed under the laws of the Republic of Mexico ("Purchaser"), and Tex Transas, S.A. de C.V., a corporation formed under the laws of the Republic of Mexico ("Seller"), with respect to that certain Facility Development Agreement effective as of December 2, 1998, by and between Purchaser and Seller (the "Facility Development Agreement"), with respect to the following facts:


A. Purchaser and Seller desire to amend the Facility Development Agreement in the manner set forth herein.


NOW, THEREFORE, in consideration of the foregoing, and of the agreements contained herein, and intending to be legally bound hereby, Purchaser and Seller hereby agree as follows:


1. Paragraph 4(a) of the Facility Development Agreement hereby is amended to read in its entirety as follows:


At any time on or before September 30, 2002, the Purchaser shall have the
right, but not the obligation, to purchase from the Seller, and the Seller
shall sell to the Purchaser, the Facility free and clear of all liens,
claims, charges, encumbrances, security interests and other restrictions on
the ownership or use thereof by delivering to the Seller a written notice
of its intent to purchase the Facility (the "Purchase Notice").


2. Paragraph 4(b) of the Facility Development Agreement hereby is amended to read in its entirety as follows:


The purchase price of the Facility (the "Purchase Price") shall be mutually
agreed upon by the Purchaser and the Seller within thirty (30) days of the
Seller receiving the Purchase Notice. If the Purchaser and the Seller are
unable to agree on the purchase price within that period, then within
fifteen (15) days after the expiration of that period the Purchaser and the
Seller shall appoint a mutually acceptable real estate appraiser with full-
time commercial appraisal experience in the area in which the Facility is
located to appraise and determine the Fair Ma ...