Exhibit 10(a)(ii)
Xxxxxx X. Xxxxxx
Attorney at Law
000 Xxxx Xxxx Xxxxxx Telephone (000)000-0000
Post Office Box 848 Telecopier (000)000-0000
Middletown, New York 10940 E-Mail XXXXXX@XXXXXXX.XXX
September 29, 2003
Xxxxx X. Xxxxxx, Esq.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Re: The RAL Supply Group, Inc., as Seller,
with RAL Purchasing Corporation, as
Purchaser
Asset Purchase Agreement dated as of
September 5, 2003 (the "Asset
Purchase Agreement")
Dear Xxxxx:
Enclosed herein please find the following documents in reference to the
Closing of the above-captioned transaction scheduled to be held in my office on
Tuesday, September 30, 2003 at 10:00 a.m.:
1. Closing Statement together with The RAL Supply Group, Inc. Purchase
Price Calculation as of September 26, 2003 (heretofore agreed to by
each of our respective clients);
2. Six (6) UCC-3 Termination Statements of Fleet Bank loans;
3. The RAL Supply Group, Inc. vs. Xxxxxxxxx Stipulation Discontinuing
Action and General Release; and
4. IRS Form 8594 - Asset Acquisition Statement under Section 1060 (Part
II will have to be completed after Closing by my client's accountants,
but is controlled pursuant to the terms of the Asset Purchase
Agreement).
As set forth in the enclosed Closing Statement, the total Estimated
Purchase Price pursuant to the terms of the Asset Purchase Agreement is the sum
of $2,447,061.10.
Accordingly, after credit due to your client for the $350,000.00 down
payment paid on contract, there is a balance due and owing to my client, The RAL
Supply Group, Inc., in the sum of $2,097,061.10.
Xxxxx X. Xxxxxx, Esq. September 29, 2003
Page 2
Kindly arrange for your client to wire transfer the necessary funds as
set forth above directly to my client's account pursuant to the previous wire
transfer instructions set forth in my September 25, 2003 letter addressed to
your office.
Thank you for your kind assistance and courtesies extended in this
matter.
If you have any questions or wish to discuss this matter further,
please do not hesitate to contact my office.
Very truly yours,
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
RSK/jaz
Enclosures
SENT VIA TELECOPIER
CLOSING STATEMENT
DATE: September 30, 2003
PREMISES: The RAL Supply Group, Inc.
00 Xxxxxxx Xxxx, XX Xxx 000
Xxxxxxxxxx, XX 00000
SELLER: The RAL Supply Group, Inc.
00 Xxxxxxx Xxxx, XX Xxx 000
Xxxxxxxxxx, XX 00000
PURCHASER: RAL Purchasing Corp.
c/o Universal Supply Group, Inc.
000 Xxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
PLACE OF CLOSING: Law Office of Xxxxxx X. Xxxxxx, Esq.
000 Xxxx Xxxx Xxxxxx
P. O. Box 548
Middletown, N.Y. 10940
ATTORNEY FOR SELLER: Xxxxxx X. Xxxxxx, Esq.
000 Xxxx Xxxx Xxxxxx
P. O. Box 548
Middletown, N.Y. 10940
ATTORNEY FOR PURCHASER: Xxxxx X. Xxxxxx, Esq.
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
CREDIT TO SELLER:
Purchase Price: $2,447,061.10
TOTAL CREDITS DUE SELLER: $ 2,447,061.10
CREDIT TO PURCHASER:
Down Payment $ 350,000.00
TOTAL CREDITS TO PURCHASER: $ 350,000.00
--------------
BALANCE DUE SELLER AT CLOSING: $ 2,097,061.10
