EXHIBIT 10(a)(ii)
AMENDMENT No. 1 to AGREEMENT OF PURCHASE AND SALE OF ASSETS
AMENDMENT No. 1 dated as of June 24, 1999 ("this Amendment") to AGREEMENT dated
March 25, 1999 (the "Agreement") by and among UNIVERSAL SUPPLY GROUP, INC., a
New Jersey corporation having its principal office at 000 Xxxxxxx Xxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000 ("Seller"), COLONIAL COMMERCIAL CORP., a New York
corporation having its principal office at 0000 Xxxxxxxxx Xxxxxxxx, Xxxxxxxxx,
Xxx Xxxx 00000 ("Parent"), COLONIAL COMMERCIAL SUB CORP., a New York corporation
which is wholly owned by Parent and has its principal office c/o Parent
("Purchaser"), and XXXX X. XXXXXXXXXXX ("JAH"), XXXX X. XXXXXXXXXXX ("PHH"),
XXXXX XXXXXXXXXXX , XXXX XXXXXXXXXXX, XXXXXXX XXXXXXX, XXXX X. XXXXXXXXXXX,
XXXXX X. XXXXXXXXX, XXXXX X. XXXXX, XXXX X. XXXXXXXXXXX and XXXXX X. XXXXXX.
Capitalized terms used herein shall have the meaning attributed thereto in the
Agreement.
For good and valuable consideration, the parties hereto hereby agree as follows:
1. Section 2(a) of the Agreement is hereby amended to read in its entirety as
follows:
In consideration of the sale, transfer, conveyance, assignment and
delivery of the Seller's Assets by Seller to Purchaser, and in reliance
upon the representations and warranties made herein by Seller and
Shareholders, Purchaser will, in full payment thereof, pay to Seller at
the Closing a total purchase price (the "Purchase Price") equal to:
(i) $10,476,000 (the "Base Purchase Price"),
(ii) plus an amount equal to the after-tax net earnings of Seller
during the period from April 1, 1999 to June 30, 1999,
(iii)less any other payments or distributions, made by Seller
during the period from April 1, 1999 to June 30, 1999 in
respect of liabilities which are not assumed by Purchaser
under this Agreement.
2. Net earnings for the period from April 1, 1999 to June 30, 1999 shall be
jointly computed by Seller and Purchaser in accordance with generally
accepted accounting principles ("GAAP"). In the event of any disagreement,
the opinion of KPMG on the application of GAAP shall be binding and
conclusive on the parties. The fees of KPMG related to such opinion shall
be shared 50-50 by Seller and Purchaser.
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3. Section 2(c) of the Agreement is amended to read in its entirety as follows.
The Base Purchase Price shall be payable at the Closing by wire
transfer of 95% of the Purchase Price to Seller, and by wire transfer
of the balance of the Base Purchase Price to X. Xxxxxxx Xxxxxxx, Esq.,
as escrow agent (the "Escrow Agent") under an agreement in the form of
an exhibit to this Agreement (the "Escrow Agreement"). The portion of
the Purchase Price other than the Base Purchase Price shall be paid on
or before August 15, 1999.
4. Section 3(e)(i)(i) of the Agreement is hereby amended to read as follows:
Purchaser shall pay to Seller all amounts theretofore recovered by
Purchaser in respect of receivables which were included in Seller's
Assets and for which zero value was assigned in the Approved March 1999
Balance Sheet.
5. The following new Section 3(e)(iii) is hereby added to the Agreement:
On the fifth business day after the Closing, Purchaser shall pay to JAH
and PHH all amounts accrued through June 30, 1999 as vacation pay to
them, respectively. On July 31, 2000 Purchaser will pay to Seller all
accrued vacation pay which was accrued on Seller's financial statements
as of June 30, 1999 and which shall not have been paid by the close of
business on June 30, 2000.
6. The parties waive the conditions to Closing set forth in Section 4(a)(i)-(ii)
of the Agreement.
7. Seller agrees to deliver the Audited Financial Statements to Purchaser on or
before August 15, 1999.
8. Section 14(e) of the Agreement is hereby deleted in its entirety.
9. Except as set forth herein, the Agreement is in all respects ratified and
confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
COLONIAL COMMERCIAL CORP. SHAREHOLDERS:
/s/ XXXX X. XXXXXXXXXXX
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Xxxx X. Xxxxxxxxxxx
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By:XXXXX X. XXXXXXX
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Title: Executive Vice President
/s/ XXXX X. XXXXXXXXXXX
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COLONIAL COMMERCIAL SUB CORP. Xxxx X. Xxxxxxxxxxx
Xxxxx Xxxxxxxxxxx *
By:XXXXX X. XXXXXXX Xxxx Xxxxxxxxxxx*
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Title: Executive Vice President Xxxxxxx XxXxxxx*
Xxxx X. Xxxxxxxxxxx*
UNIVERSAL SUPPLY GROUP, INC. Xxxxx X. Xxxxxxxxx*
Xxxxx X. Xxxxx*
Xxxx X. Xxxxxxxxxxx*
By:XXXXXXX XXXXXX Xxxxx X. Xxxxxx*
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Title: President
*By /S/ XXXX XXXXXXXXXXX, Attorney in Fact
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