AMENDMENT TO PURCHASE AND SALE AGREEMENT
AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Agreement") made as of the
5th day of October, 2001 between ASD GROUP, INC., a Delaware corporation (as to
the parcels located on Industry Street), and AUTOMATIC SYSTEMS DEVELOPERS, INC.,
a New York corporation (as to the Titusville Road parcel), both having an office
at 0 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxx Xxxx, 00000 ("Seller"), and PNC BANK,
NATIONAL ASSOCIATION, a national banking association having an office at Xxx
Xxxxx Xxxxxx Xxxxxxxxx, Xxx Xxxxxxxxx, Xxx Xxxxxx 00000 ("Purchaser").
W I T N E S S E T H
A. Seller and Purchaser have entered into a Purchase and Sale Agreement
dated as of September 24, 2001 (the "Purchase and Sale Agreement") whereby
subject to the terms and provisions of the Purchase and Sale Agreement, Seller
agreed to sell and Purchaser agreed to purchase from Seller, all of Seller's
right, title and interest in and to the Premises (as defined in the Purchase and
Sale Agreement).
B. Purchaser and Seller desire to amend the Purchase and Sale Agreement as
more particularly provided herein.
NOW THEREFORE, for good and valuable consideration, including the mutual
covenants and agreements herein contained, the receipt and sufficiency of which
are hereby acknowledged, Seller and Purchaser agree as follows:
1. Paragraph 2 of the Purchase and Sale Agreement is hereby deleted and the
following is inserted in lieu thereof:
"The purchase price is One Million Seven Hundred Fifty Thousand and 00/100
Dollars ($1,750,000.00). (the "Purchase Price"), payable at Closing (as
hereinafter defined) by crediting such amount against that certain loan
obligation of Seller and others to Purchaser pursuant to a certain Revolving
Credit Agreement, as amended and modified."
2. Paragraph 13 of the Purchase and Sale Agreement is hereby amended by
deleting the words "October 5" and inserting "October 11" in lieu thereof.
3. Paragraph 21, of the Purchase and Sale Agreement is hereby amended by
adding the following sentence at the end thereof: "Notwithstanding the
foregoing, Purchaser shall have the right to designate an unrelated third
party as the grantee under the Agreement to acquire title to that portion
of the Premises designated as the Titusville Road parcel, and more
particularly described on Schedule A annexed hereto. Purchaser shall give
Seller 1 day notice prior to the Closing Date of the name and address of
such designee. In addition, Purchaser shall have the right on 1 day notice
to Seller prior to the Closing Date to adjourn the closing of title for
Titusville Road parcel until October 16, 2001 (the "Titusville Road Closing
Date"), in which event all of the terms and conditions of the Purchase and
Sale Agreement with respect to the Titusville Road parcel shall
survive the Closing Date until the Titusville Road Closing Date.
4. Purchaser and Seller acknowledge and agree that notwithstanding any
provision in the Purchase and Sale Agreement to the contrary, at the
Closing, the Premises (other than the Titusville Road parcel) will be
subject to a lease agreement dated as of October 5, 20001 by and between
ASD Group, Inc. as landlord ("Landlord') and ASD New York, LLC, as tenant
(the "Lease"). At the Closing, Landlord shall assign its rights and
interest under the lease to Purchaser, or its designee, by executing and
delivering to Purchaser, or its designee, the Assignment of Lease and
Security Deposit in the form attached hereto.
5. Except as expressly provided herein, all other terms, conditions,
covenants, conditions and agreements set forth in the Purchase and Sale
Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.
SELLER:
ASD GROUP, INC.
By:/s/ Xxxxxxx Xxxxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Chief Operating Officer
AUTOMATIC SYSTEMS DEVELOPERS, INC.
By:/s/ Xxxxxxx Xxxxxxxxxx
------------------------------
Name: Xxxxxxx Xxxxxxxxxx
Title: Chief Operating Officer
PURCHASER:
PNC BANK, NATIONAL ASSOCIATION
By:/s/ Xxxx Xxxxx
------------------------------
Name: Xxxx Xxxxx
Title: Vice President