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Exhibit 1
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT dated as of February 16, 2000, by and
among ALLIED ROLLOFF HOLDINGS, INC., a Florida Corporation having its principal
place of business at 0000 X.X. 000 Xxxxxx, Xxxxxx, Xxxxxxx 00000 ( hereinafter
referred to as ("SELLER"), the Shareholder of SELLER as set forth in SCHEDULE
"A" and the shareholders of such shareholder (collectively referred to as the
"SHAREHOLDERS"), and STAR SERVICES GROUP, INC., a Florida Corporation
("PURCHASER"), with its principal place of business at 0000 Xxxxx Xxxxxxxxx
Xxxx, Xxxxxxx Xxxxx, Xxxxxxx 00000, with reference to the following RECITALS:
A. SELLER, is engaged in the roll off and waste collection
business primarily in Dade County, Florida (hereinafter referred to as the
"BUSINESS").
B. After the transaction, PURCHASER or its designated
subsidiary shall have acquired substantially all of the assets and certain of
the liabilities of SELLER.
C. Subject only to the limitations and exclusions contained in
this Agreement and on the terms and conditions hereinafter set forth, SELLER
desires to sell and PURCHASER desires to purchase the assets and assume certain
liabilities of the SELLER as more particularly described herein.
D. PURCHASER will be a wholly owned subsidiary of STAR
SERVICES GROUP, INC. ("STAR"), and certain of the obligations herein are to be
performed by STAR and for such reason STAR is executing this Agreement.
NOW THEREFORE, in consideration of the recitals and of the
respective covenants, representations, warranties and agreements herein
contained, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:
ARTICLE I - PURCHASE AND SALE
1.1. DESCRIPTION OF ASSETS. Upon the terms and subject to the
conditions set forth in this Agreement, SELLER, does hereby agree to grant,
convey, sell, transfer and assign to PURCHASER and PURCHASER shall purchase all
of SELLER'S right, title, and interest in the following assets, properties and
contractual rights of SELLER, wherever located as set forth below:
(a) all of the containers, carts and compactors (the
"CONTAINERS AND COMPACTORS") described by capacity, location, type and serial
number on SCHEDULE 1.1(A);
(b) certain of the motor vehicles (five) and all attachments,
accessories and materials handling equipment, and certain rolloff hoists (the
"ROLLING STOCK"), as the same are more completely described by manufacturer,
model number and model year on SCHEDULE 1.1(B);
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(c) all of the recycling equipment ("RECYCLING EQUIPMENT"), as
is more completely described on SCHEDULE 1.1(C);
(d) all radios located in the Rolling Stock, the radio base
station, and all manual and automated routing and billing systems and components
thereof, including, without limitation, all computerized routing and billing
software and programs, and all computer hardware, including without limitation,
printers, CPU's, keyboards and monitors, all of which are listed on SCHEDULE
1.1(D);
(e) all inventory of parts, tires and accessories (the "PARTS
INVENTORY") each of which is listed on SCHEDULE 1.1(E);
(f) all trade secrets, proprietary rights, symbols,
trademarks, service marks, logos and trade names used in the Business and owned
by SELLER as listed on SCHEDULE 1.1(F);
(g) all contractual rights of SELLER with its customers
(whether oral or in writing) relating to the conduct of the Business (the
"CUSTOMER CONTRACTS"). A complete and accurate list of the Customer Contracts,
is listed on SCHEDULE 4.5;
(h) INTENTIONALLY OMITTED
(i) all permits, licenses, franchises, consents and other
approvals from governments, governmental agencies (federal, state and local)
and/or third parties relating to, used in or required for the operation of the
Business including but not limited to, any pending application for same (the
"APPROVALS"). A complete and accurate list of the Approvals is set forth on
SCHEDULE 1.1(I) hereof;
(j) the exclusive right to use the name "ALLIED ROLLOFF" (the
"BUSINESS NAME") in connection with any and all aspects of the waste disposal
industry, including without limitation, waste collection, waste recycling, waste
transfer and landfills;
(k) all the telephone number(s) used in the conduct of the
business which are identified on SCHEDULE 1.1(K);
(l) all shop tools relating to the Business ("SHOP TOOLS"). A
complete and accurate list of the Shop Tools is set forth on SCHEDULE 1.1(L);
(m) all furniture and office or other equipment ("FURNITURE
AND EQUIPMENT"). A complete and accurate list of the Furniture and Equipment is
set forth on SCHEDULE 1.1(M);
(n) new lease ("Lease") for the real property at which the
business is currently located four (4) months beginning March 1, 2000 at a
monthly rent of $2,502.75;
(o) all of the goodwill of the Business; and
All of the foregoing assets, properties and contractual rights are sometimes
collectively called in this Agreement, the "Assets".
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1.2 EXCLUDED ASSETS. The parties agree that the only tangible and
intangible property owned by the SELLER and not being sold to the PURCHASER (the
"EXCLUDED ASSETS") are:
(a) the corporate records of the SELLER;
(b) accounts receivable, a detailed list of which is set forth
in SCHEDULE 1.2(B);
(c) all security deposits for telephone services and all other
utilities and landfill disposal services, a correct and complete list of which
are set forth on SCHEDULE 1.2(C);
(d) all cash on hand and on deposit in bank accounts on the
day of Closing;
(e) certain excluded motor vehicles; and
(f) variants of the "Allied" name used in businesses other
than the rolloff, recycling or waste collection business.
1.3 ASSUMPTION OF OBLIGATIONS/PAYMENT OF SELLER'S DEBT.
(a) At Closing, PURCHASER agrees to assume and perform all of
SELLER'S obligations under the Customer Contracts, and any liabilities assumed
to the extent, and only to the extent, such obligations first mature and are
required to be performed subsequent to the close of business on the date of
Closing, as defined bellow.
(b) At Closing, and except as otherwise provided in this
Agreement, Seller shall pay all of SELLER'S outstanding obligations as of the
Closing date (other than obligations due to related entities and the liabilities
assumed), whether fixed or contingent (the SELLER'S DEBT"), a complete and
correct summary of which is set forth on SCHEDULE 1.3, showing in each instance
the payee, the amount owing, and other information reasonably necessary to
identify the SELLER'S Debt.
1.4 NON-ASSUMPTION OF LIABILITIES. Except as explicitly set forth in
this Agreement, PURCHASER shall not, by the execution and performance of this
Agreement or otherwise, assume, become responsible for, or incur any liability
or obligation of any nature of SELLER, whether legal or equitable, matured or
contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary,
patent or latent, whether arising out of occurrences prior to, at or after the
date of this Agreement, including, without limiting the generality of the
foregoing, any liability or obligation arising out of or relating to: (a) any
occurrence or circumstance (whether known or unknown) which occurs or exists on
or prior to the Closing Date and constitutes, or which by the lapse of time or
giving notice (or both) would constitute, a breach or default under any lease,
contract, or other instrument or agreement or obligation (whether written or
oral); (b) injury to or death of any person or damage to or destruction of any
property, whether based on negligence, breach of warranty, or any other theory;
(c) violation of the requirements of any governmental authority or of the rights
of any third person, including, without limitation, any requirements relating to
the reporting and payment of federal, state, local or other income, sales, use,
franchise, excise or property tax liabilities of SELLER; (d) the generation,
collection, transportation, storage or disposal by SELLER of any materials,
including,
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without limitation, Hazardous Materials; (e) any agreement or arrangement
between SELLER and the employees of SELLER or any labor or collective bargaining
unit representing any such employees; (f) any severance pay obligation of SELLER
or any employee benefit plan (within the meaning of SECTION 3(3) of the Employee
Retirement Income Security Act of 1974 as amended) or any other fringe benefit
program maintained or sponsored by SELLER or to which SELLER contributes or any
contributions, benefits or liabilities therefor or any liability for the
withdrawal or partial withdrawal from or termination of any such plan or program
by SELLER; (g) the debts and obligations of SELLER; and (h) liabilities or
obligations of the SELLER for brokerage or other commissions relative to this
Agreement or the transactions contemplated hereunder. SELLER hereby agrees to
indemnify PURCHASER, its successors and assigns from and against all of the
above liabilities and obligations in accordance with the terms of this
Agreement.
1.5 COLLECTION OF ACCOUNTS RECEIVABLE. PURCHASER shall not purchase any
accounts receivable of SELLERS reflected on SELLERS' books as of the Closing.
Further, following the Closing, if PURCHASER collects SELLERS' accounts
receivable PURCHASER will promptly pay to SELLER (as appropriate) all
collections attributable to receivables set forth on SCHEDULE 1.2. In the event
that SHAREHOLDERS or the SELLER receive payment of funds attributable to work
that is performed by PURCHASER after the Closing, the SELLER or the SHAREHOLDERS
(as appropriate) shall promptly pay to PURCHASER all such funds upon receipt.
1.6 AGREEMENT TO PURCHASE. At the Closing hereunder, PURCHASER shall
purchase the Assets from SELLER, upon and subject to the terms and conditions of
this Agreement and in reliance on the representations, warranties and covenants
of SELLER contained herein, in exchange for the Purchase Price (hereinafter
defined in SECTION 1.3 hereof).
1.7 SALES TAX. Purchaser shall pay the sales tax, if any is due,
resulting from its purchase of the containers or trucks.
ARTICLE II - PURCHASE PRICE
2.1 PURCHASE PRICE. In exchange for the Assets, PURCHASER shall pay
SELLER the total amount (subject to adjustment as provided in SECTION 2.4 BELOW)
One Million ($1,000,000.00) Dollars (the "PURCHASE PRICE"). The PURCHASE PRICE
shall be paid as follows:
a) $210,000.00 by assumption at closing or refinance of
SELLER'S debt owed to Sun Trust Bank;
b) up to $100,000.00 by payment of SELLER'S disposal bills
payable;
c) $500,000.00 in the form of a certified check, bank check,
or wire transfer;
d) the balance by delivery of such number of shares of Common
Stock of STAR SERVICES GROUP, INC. as is determined by
dividing the balance by the market price of such shares on
the day of Closing; such shares to contain a legend
restricting the sale until such time as the revenue
guaranty set forth
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below in SECTION 2.4 has expired and STAR has been
reimbursed for any shortfall in accordance with the agreed
upon formula.
2.2 PAYMENT AT CLOSING. At the Closing, the PURCHASER shall, in the
aggregate, deliver all of the consideration including the agreed upon number of
shares.
2.3 ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be allocated
among the Assets as provided on SCHEDULE "2.3" hereof. SELLER and PURCHASER each
hereby covenant and agree that it will not take a position on any income tax
return, before any governmental agency charged with the collection of any income
tax, or in any judicial proceeding that is in any way inconsistent with the
terms of this SECTION 2.3.
2.4 ADJUSTMENT TO PRICE. The Purchase Price set forth above shall be
adjusted as provided below; the SELLER and the SHAREHOLDERS guaranty that for
the twelve (12) month period following the date of Closing, the revenues
generated from the customers identified on the attached customer list, shall be
at least One Million Four Hundred Forty Thousand ($1,440,000.00) Dollars; in the
event of any revenue shortfall below the One Million Four Hundred Forty Thousand
($1,440,000.00) Dollar amount, then the Purchase Price shall be reduced by an
amount equal to twenty five ($.25) cents for each One ($1.00) Dollar in
shortfall of annual revenues below the One Million Four Hundred Forty Thousand
Dollars ($1,440,000.00). The amount of any adjustment to the price determined
pursuant to this paragraph shall be paid by the SELLER, or the SHAREHOLDERS to
the PURCHASER by returning to PURCHASER the number of shares of STAR equal in
value to the amount of the adjustment utilizing the value per share at the
Closing or cash, which shall in no event exceed $200,000.00. The amount of the
adjustment, if any, shall be determined by the firm of Certified Public
Accountants regularly employed by the PURCHASER. PURCHASER agrees that in order
to be able to make a claim under this revenue guarantee, that it will not
increase the established prices charged to SELLERS' customers except for
reasonable price increases made to reflect any increases in disposal costs
incurred, or if PURCHASER can demonstrate that new circumstances relating to a
particular customers service needs render that work unprofitable at the prices
previously charged; further, Purchaser may stop service for any customer in the
event of non payment of outstanding charges, but only if the payment terms taken
by the customer exceed its past payment practices. PURCHASER agrees to continue
SELLERS billing practice of charging one inclusive rate for both collection and
disposal service rendered.
ARTICLE III - CLOSING, ITEMS TO BE DELIVERED, THIRD PARTY CONSENTS, CHANGE IN
NAME AND FURTHER ASSURANCES
3.1 CLOSING. The Closing (the "CLOSING") of the sale and purchase of
the Assets shall take place at 10:00 A.M., local time, on or about February 29,
2000 at Purchaser's office, or on such other date as may be mutually agreed upon
in writing by PURCHASER and SELLER. The date of the Closing is sometimes herein
referred to as the "CLOSING DATE."
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3.2 ITEMS TO BE DELIVERED AT CLOSING. At the Closing and subject to the
terms and conditions herein contained:
(a) SELLER shall deliver to PURCHASER the following:
(i) such bills of sale with covenants of warranty,
assignments, endorsements, and other good and
sufficient instruments and documents of conveyance
and transfer, in form reasonably satisfactory to
PURCHASER and its counsel, as shall be necessary and
effective to transfer and assign to, and vest in,
PURCHASER all of SELLER's right, title and interest
in and to the Assets.
(ii) all of the agreements, contracts, commitments,
leases, plans, bids, quotations, proposals,
instruments, computer programs and software, data
bases, manuals and guidebooks, price books and price
lists, customer and subscriber lists, supplier lists,
sales records, files, correspondences, legal
opinions, rulings issued by governmental entities,
and other documents, books, records, papers, files,
office supplies and data belonging to SELLER which
are part of the Assets;
(iii) The Officers' Certificate in form attached
hereto as EXHIBIT "A" as required by SECTION 7.1 of
this Agreement.
(iv) Keys and other items necessary for the use and
enjoyment of the Assets.
(b) PURCHASER shall deliver to SELLER the following:
(i) the items reflecting the payment of the Purchase
Price and related documents.
(c) at or prior to the Closing, the parties hereto shall also
deliver to each other the agreements, opinions, certificates
and other documents and instruments referred to in this
Agreement.
3.3 FURTHER ASSURANCES. Each of the parties hereto will cooperate with
the other and execute and deliver to the other parties hereto, without further
consideration, such other instruments and documents and take such other actions
as may be reasonably requested from time to time by any other party hereto as
necessary to carry out, evidence and confirm the intended purposes of this
Agreement.
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ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER
SELLER and SHAREHOLDERS represent and warrant to the PURCHASER as
follows:
4.1 ORGANIZATION AND QUALIFICATION. SELLER is a corporation duly
organized, validly existing, and in good standing under the laws of its
jurisdiction of incorporation. SELLER has all requisite power and authority, and
all necessary consents, authorizations, approvals, orders, licenses,
certificates, and permits of and from, and declarations and filings with, all
federal, state, local, and other governmental authorities and all courts and
other tribunals, to own, lease, license, and use its properties and assets and
to carry on the business in which it is now engaged. SELLER is duly qualified to
transact the business in which it is engaged and is in good standing as a
foreign corporation in every jurisdiction in which its ownership, leasing,
licensing, or use of property or assets or the conduct of their business makes
such qualification necessary.
4.2 TAX AND OTHER LIABILITIES. SELLER has no liability of any nature,
accrued or contingent, including without limitation liabilities for federal,
state, local, or foreign taxes and penalties, interest, and additions to tax
("TAXES") and liabilities to customers or suppliers, which will have any adverse
impact on the Purchaser.
4.3 LITIGATION AND CLAIMS. There is no litigation, arbitration, claim,
governmental action or other proceeding (formal or informal), or investigation
pending, threatened, or in prospect (or any basis therefor known to SELLER) with
respect to SELLER, or any of its or his respective businesses, properties, or
assets, and SELLER is not affected by any present or threatened strike or other
labor disturbance which affects the Assets being transferred. To the best of
Seller's knowledge, SELLER is not in violation of, or in default with respect
to, any law, rule, regulation, order, judgment, or decree; nor is SELLER
required to take any action in order to avoid such violation or default.
4.4 ASSETS AND PROPERTIES. SCHEDULES 1.1 (A) THROUGH (N) lists all of
the tangible and intangible properties and assets of SELLER being transferred.
SELLER has good and marketable title to the Assets (except such properties and
assets as are held pursuant to leases or licenses described in SCHEDULE 1.1),
free and clear of all liens, mortgages, security interests, pledges, charges,
and encumbrances (except such as may be listed in SCHEDULE 1.1.) Upon
consummation of the transactions contemplated hereby, PURCHASER will acquire
good and marketable title to the Assets.
4.5 CUSTOMERS. Schedule 4.5 accurately sets forth the customer list,
service charges, equipment locations, and customer contracts to the extent they
may exist.
4.6 EMPLOYEES. All of Sellers employees are "leased" and to the best of
SELLER'S knowledge. SELLER has not contributed to, any pension, profit sharing,
option, other incentive plan, or any other type of Employee Benefit Plan (as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA")), or has any obligation to or customary arrangement with
employees for bonuses, incentive compensation, vacations, severance pay,
insurance, or other benefits. Nothing contained in this Agreement or otherwise
shall obligate PURCHASER to employ any person who is now or in the future
employed by SELLER except for Xxxx
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Xxxxxxxxx and Xxxx Xxxxx who shall be employed under PURCHASER'S normal policies
and conditions of employment.
4.7 INTENTIONALLY DELETED
4.8 AUTHORITY TO SELL. SELLER has all requisite power and authority to
execute, deliver, and perform this Agreement. All necessary corporate
proceedings of SELLER have been duly taken to authorize the execution, delivery,
and performance of this Agreement by SELLER. This Agreement has been duly
authorized, executed, and delivered by SELLER and constitutes the legal, valid,
and binding obligation of SELLER and is enforceable as to them in accordance
with its terms.
4.9 FINANCIAL STATEMENTS.
Attached hereto with respect to the SELLER is the compiled
balance sheet and income statement of each of the last two (2) fiscal years,
(the "SELLER'S FINANCIAL STATEMENT"). The Financial Statements together with the
related notes and schedules attached thereto:
(1) have been prepared in accordance with the books
of account and records of the SELLER;
(2) fairly present SELLER'S financial condition and
the results of operations as and for the period therein
specified and contain all notes required to make the
presentation therein accurate in all material respects;
(3) have been prepared in accordance with generally
accepted accounting principles consistently applied during the
periods involved;
(4) do not include or omit to state any fact which
renders such financial statements misleading; and
(5) all of which have been certified by the President
of the SELLER to the effect set forth in the foregoing clauses
(1) through (4).
4.10 INTENTIONALLY OMITTED
4.11 ABSENCE OF BROKER. No agent or broker or other person acting
pursuant to authority of the SELLER or of SHAREHOLDERS is entitled to any
commission, finder's or similar fee in connection with the Transaction
contemplated by this Agreement.
4.12 SECURITIES REPRESENTATION. SHAREHOLDERS represent that they have
received a copy of Form S-1 as filed by PURCHASER. SHAREHOLDERS further
represent that they have been afforded an opportunity to ask questions of
officers or agents of PURCHASER and to investigate the business and affairs of
PURCHASER to their satisfaction. SHAREHOLDERS further represent that they
understand that although the SHARES of PURCHASER which they are receiving in the
transaction will be registered under the Securities Act of 1933, as amended (the
"ACT"). Such shares shall be subject to the provisions of a separate "Lock-up"
Agreement which is attached hereto as EXHIBIT B.
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4.13 PAYMENT OF OBLIGATIONS. All obligations of SELLER have been
incurred in the ordinary course of business and will be paid in the ordinary
course of business of SELLER as they become due.
4.14 BOOKS AND RECORDS. The books and records pertaining to the
business of SELLER delivered or made available to PURCHASER and its
representatives for review are substantially complete and substantially correct
in all material respects and have been maintained in accordance with good
business practice.
4.15 WASTE TREATMENT, STORAGE AND DISPOSAL ACTIVITIES. Attached as
SCHEDULE 4.15 is a complete and accurate list of disposal locations.
4.16 REMEDIAL ACTION CLAIM NOTICES RECEIVED. SELLER has not received,
actually or constructively, any notification (including requests for information
directed to the SELLER) from any governmental agency or any other person
asserting that the SELLER is or may be a "POTENTIALLY RESPONSIBLE PERSON" or
otherwise liable with respect to a remedial action or the payment of response
costs at a waste storage, treatment or disposal facility, pursuant to the
provisions of the CERCLA, as from time to time amended, or any similar federal
or state statute assigning responsibility for the costs of investigating or
remediating releases of contaminants into the environment.
4.17 CONSENTS FOR SALE. Except for the consent of Sun Trust to the
assumption of liabilities as provided above (including the release of any
existing guarantees, no consent, authorization, approval, order, license,
certificate, or permit of or from, or declaration or filing with, any federal,
state, local, or other governmental authority or any court or other tribunal is
required by SELLER for the sale of the Assets to PURCHASER. No consent of any
party to any contract, agreement, instrument, lease, license, arrangement, or
understanding to which SELLER is a party, or to which it or he or any of its or
his respective businesses, properties, or assets are subject, is required for
the sale of the Assets to PURCHASER. The execution, delivery, and performance of
this Agreement will not: (a) violate, result in a breach of, conflict with, or
(with or without the giving of notice or the passage of time or both) entitle
any party to terminate or call a default under, entitle any party to rights and
privileges that such party was not receiving or entitled to receive immediately
before this Agreement was executed (except for service contracts between the
SELLER and customers which may not be assignable without the customer's
consent); (b) create any obligation on the part of SELLER that it was not paying
or obligated to pay immediately before this Agreement was executed under, any
term of any such contract, agreement, instrument, lease, license, arrangement,
or understanding; or, (c) violate or result in a breach of any term of the
Certificate of Incorporation (or other charter document) or by-laws of SELLER,
or violate, result in a breach of, or conflict with any law, rule, regulation,
order, judgment or decree binding on SELLER, or any Shareholder or to which it
or he or any of its or his respective businesses, properties, or assets are
subject.
4.18 COMPLETENESS OF DISCLOSURE. No representation or warranty by the
Seller in this Agreement contains or on the date of the Closing will contain an
untrue statement of material fact or omits or on the date of the Closing will
omit to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading.
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ARTICLE V - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The PURCHASER represents and warrants to SELLER as follows:
5.1 ORGANIZATION. The PURCHASER is a corporation duly organized,
validly existing, and in good standing under the laws of its jurisdiction of
incorporation. with all requisite power and authority to own, lease, license,
and use its properties and assets. To the best of PURCHASER's knowledge, it has,
with all requisite power and authority, and all necessary consents,
authorizations, approvals, orders, licenses, certificates, and permits of and
from, and declarations and filings with, all federal, state, local, and other
governmental authorities and all courts and other tribunals, to own, lease,
license, and use its properties and assets and to carry on the business in which
it is now engaged and the business in which it contemplates engaging. To the
best of PURCHASER's knowledge, PURCHASER is duly qualified to transact the
business in which it is engaged and is in good standing as a foreign corporation
in every jurisdiction in which its ownership, leasing, licensing, or use of
property or assets or the conduct of their business makes such qualification
necessary.
5.2 AUTHORITY TO BUY. The PURCHASER has all requisite power and
authority to execute, deliver, and perform this Agreement. All necessary
corporate proceedings of the PURCHASER have been duly taken to authorize the
execution, delivery, and performance of this Agreement by the PURCHASER. This
Agreement has been duly authorized, executed, and delivered by the PURCHASER, is
the legal, valid, and binding obligation of the PURCHASER, and is enforceable as
to it in accordance with its terms.
5.3 CONFLICTS. The execution and delivery of this Agreement and the
instruments and documents to be delivered by PURCHASER pursuant to this
Agreement, the consummation of the transactions contemplated by this Agreement
and the compliance with the terms, conditions and provisions of this Agreement
by PURCHASER will not (i) contravene any provision of PURCHASER'S articles of
incorporation or bylaws; or (ii) conflict with or result in a breach of or
constitute a default (or an event which might, with the passage of time or the
giving of notice or both, constitute a default) under any of the terms,
conditions or provisions of any indenture, mortgage, loan or credit agreement or
any other agreement or instrument to which PURCHASER is a party or by which it
or its assets may be bound or affected, or any judgment or order of any court or
governmental department, commission, board, agency or instrumentality, domestic
or foreign, or any applicable law, rule or regulation.
5.4 LITIGATION AND CLAIMS. There are no actions, suits, investigations
or proceedings pending or, to PURCHASER'S knowledge, threatened against or
affecting PURCHASER, its executive officers or directors at law or in equity, by
or before any court or governmental department, agency or instrumentality that
would prevent PURCHASER from consummating the transactions contemplated hereby
and fulfilling its obligations hereunder. PURCHASER is not in violation of, or
in default in respect to any law, rule, regulations, order, judgment, or decree;
nor is PURCHASER required to take any action in order to avoid such violation or
default. To the best of PURCHASER's knowledge, it is not now in violation or
breach of, or in default with respect to complying with, any material term of
any contract, agreement, lease or license, and additionally is not aware of any
facts that could result in a claim or lawsuit against the PURCHASER which would
materially affect the PURCHASER's financial status or ability to transact its
contemplated business.
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5.5 COMPLETENESS OF DISCLOSURE. No representation or warranty made by
PURCHASER in this Agreement contains or on the date of the Closing will contain
an untrue statement of material fact or omits or on the date of the Closing will
omit to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading.
ARTICLE VI - AGREEMENTS PENDING CLOSING
6.1 CONDUCT OF BUSINESS. Until Closing, SELLER will conduct its affairs
so that at the Closing no representation or warranty of Seller will be
inaccurate, no covenant or agreement of SELLER will be breached, and no
condition in this Agreement will remain unfulfilled by reason of the actions or
omissions of SELLER. Except as otherwise requested by the PURCHASER in writing,
until the Closing, SELLER will use its best efforts to preserve in full force
and effect the contracts, agreements, instruments, leases, licenses,
arrangements, and understandings of SELLER to be acquired by PURCHASER.
6.2 ACCESS. SELLER shall give to PURCHASER'S officers, employees,
counsel, accountants and other representatives reasonable access to and the
right to inspect, during normal business hours, all of the premises, properties,
assets, records, contracts and other documents of SELLER and shall permit them
to consult with the officers, employees, accountants, counsel and agents of
SELLER for the purpose of making such investigation of the assets and
liabilities being acquired by PURCHASER.
6.3 SELLER PRESS RELEASES. Except as required by applicable law,
SELLER shall not give notice to third parties or otherwise make any public
statement or releases concerning this Agreement or the transactions contemplated
hereby.
6.4 ACTIONS OF PURCHASER. PURCHASER will not knowingly take any action
which would result in a breach of any of its representations and warranties
hereunder. Furthermore, PURCHASER shall cooperate with SELLER and use its best
efforts to cause all of the conditions to the obligations of PURCHASER and
SELLER under this Agreement to be satisfied on or prior to the Closing Date.
6.5 CONFIDENTIALITY. Unless and until the Closing has been consummated,
PURCHASER will hold, and shall cause its counsel, independent certified public
accountants, appraisers and investment bankers to hold in confidence any
confidential data or information made available to PURCHASER in connection with
this Agreement in accordance with the Confidentiality Agreement previously
executed by the parties.
6.6 AUDIT. In the event that an audit be required by PURCHASER, then
PURCHASER'S obligation to consummate this transaction is contingent upon
Purchaser's determination that it can obtain certified audited historical
financial statements, which in the opinion of PURCHASER'S professional advisors,
are suitable for incorporation in registration statements and other material to
be filed by PURCHASER with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. PURCHASER shall arrange and pay for such
certified audits to be prepared by an auditor of its choice. The SELLER and
Shareholders shall be solely responsible for the costs of their own accountants.
SELLER agrees to provide PURCHASER and PURCHASERS' auditors full and complete
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access to its books and records both prior to and after the Closing and to
cooperate in the preparation of audited financial statements if the same are
necessary.
6.7 PURCHASER'S PRESS RELEASES. Except as required by applicable law,
PURCHASER will not give notice to third parties or otherwise make any public
statement or releases concerning this Agreement or the transactions contemplated
hereby except for such written information as shall have been approved in
writing as to form and content by SELLER, which approval shall not be
unreasonably withheld.
ARTICLE VII - CONDITIONS PRECEDENT TO OBLIGATIONS OF THE PURCHASER
The obligations of the PURCHASER under this Agreement are subject to
the following conditions which shall occur or be waived by the PURCHASER prior
to closing:
7.1 ACCURACY OF REPRESENTATIONS AND COMPLIANCE WITH CONDITIONS. All
representations and warranties of SELLER contained in this Agreement shall be
accurate when made and, in addition, shall be accurate as of the Closing as
though such representations and warranties were then made in exactly the same
language by SELLER and such representations and warranties will be made in the
office's closing certificates; as of the Closing SELLER shall have performed and
complied with all covenants and agreements and satisfied all conditions required
to be performed and complied with by any of them at or before such time by this
Agreement (which have not been waived by PURCHASER closing without same); and
the PURCHASER shall have received certificates executed by the chief executive
officer and the chief financial officer of SELLER dated the date of the Closing,
to that effect.
7.2 OTHER CLOSING DOCUMENTS. SELLER shall have delivered to the
PURCHASER at or prior to the closing such other documents as the PURCHASER may
reasonably request in order to enable the PURCHASER to determine whether the
conditions to their obligations under this Agreement have been met and otherwise
to carry out the provisions of this Agreement. Such documents shall include, but
not be limited to, the separate Lock-up Agreement and a separate Restrictive
Covenant Agreement for the CORPORATION, ATS Holdings, Inc., Xxxxxxx Cusco, Xxxx
Xxxxx and Xxxx Xxxxxxxxx in the forms attached hereto as EXHIBIT "B" and EXHIBIT
"C" and which shall be executed by SELLER, the SHAREHOLDERS and all executive
employees.
7.3 REVIEW OF PROCEEDINGS. All actions, proceedings, instruments, and
documents required to carry out this Agreement or incidental thereto and all
other related legal matters shall be subject to the reasonable approval of,
counsel to the Purchaser, and SELLER and shall have furnished PURCHASER'S
counsel such documents as such counsel may have reasonably requested for the
purpose of enabling them to pass upon such matters.
7.4 LEGAL ACTION. There shall not have been instituted or threatened
any legal proceeding relating to, or seeking to prohibit or otherwise challenge
the consummation of, the transactions contemplated by this Agreement, or to
obtain substantial damages with respect thereto.
7.5 NO GOVERNMENTAL ACTION. There shall not have been any action taken,
or any law, rule, regulation, order, judgment, or decree proposed, promulgated,
enacted, entered, enforced, or
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deemed applicable to the transactions contemplated by this Agreement by any
federal, state, local, or other governmental authority or by any court or other
tribunal, including the entry of a preliminary or permanent injunction, which,
in the reasonable judgment of the PURCHASER, (a) makes any of the transactions
contemplated by this Agreement illegal, (b) results in a delay in the ability of
the PURCHASER to consummate any of the transactions contemplated by this
Agreement, (c) imposes material limitations on the ability of the PURCHASER
effectively to exercise full rights of ownership of the assets, or (d) otherwise
prohibits, restricts, or delays consummation of any of the transactions
contemplated by this Agreement or impairs the contemplated benefits to the
PURCHASER of any of the transactions contemplated by this Agreement.
7.6 GOVERNMENTAL APPROVAL. It is not necessary for any party to obtain
at or prior to the Closing the unconditional written approval of any
governmental agency for the execution, delivery, and performance of this
Agreement by each of them.
7.7 CONTRACTUAL CONSENTS NEEDED. The parties to this Agreement shall
have obtained at or prior to the Closing all consents, if any, required for the
consummation of the transactions contemplated by this Agreement from any party
to any contract, agreement, instrument, lease, license, arrangement, or
understanding to which any of them is a party, or to which any of them or any of
their respective businesses, properties, or assets are subject, except for
service contracts between SELLER and its customers.
7.8 DUE DILIGENCE. The PURCHASER'S obligation to close under this
Agreement is contingent upon PURCHASER being satisfied with the results of its
due diligence. PURCHASER shall have fifteen (15) days from its receipt of each
of the Schedules set forth as attached to this Agreement to conclude its due
diligence. After such fifteen (15) day period the PURCHASER shall be deemed to
be satisfied with its due diligence unless notice is sent to SELLER that
PURCHASER is not satisfied with its due diligence.
ARTICLE VIII - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER
All obligations of SELLER under this Agreement are subject to the
fulfillment or satisfaction, prior to or at the Closing, of each of the
following conditions precedent:
8.1 DELIVERIES. PURCHASER shall receive at Closing, all of the Purchase
Price consideration set forth in SECTION 2.1.
8.2 REPRESENTATIONS AND WARRANTIES TRUE AS OF THE CLOSING DATE. The
representations and warranties of PURCHASER contained in this Agreement or in
any list, certificate or document delivered by PURCHASER to SELLER pursuant to
the provisions hereof shall be true on the Closing Date with the same effect as
though such representations and warranties were made as of such date.
8.3 COMPLIANCE WITH THIS AGREEMENT. PURCHASER shall have performed and
complied with all agreements and conditions required by this Agreement to be
performed or complied with by them prior to or at the Closing.
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8.4 NO THREATENED OR PENDING LITIGATION. On the Closing Date, no suit,
action or other proceeding, or injunction or final judgment relating thereto,
shall be threatened or be pending before any court or governmental or regulatory
official, body or authority in which it is sought to restrain or prohibit or to
obtain damages or other relief in connection with this Agreement or the
consummation of the transactions contemplated hereby, and no investigation that
might result in any such suit, action or proceeding shall be pending or
threatened.
8.5 SUN TRUST CONSENT. The required consent of Sun Trust is obtained
including the release of guarantees, if any, or, if not, obtained the amount
owed to Sun Trust by Seller if paid by Purchaser at Closing.
8.6 APPROVAL OF COUNSEL; CORPORATE MATTERS. All actions, proceedings,
resolutions, instruments and documents required to carry out this Agreement or
incidental hereto and all other related legal matters shall have been approved
on the Closing Date by Counsel for SELLER in the exercise of their reasonable
judgment. PURCHASER shall also have delivered to SELLER such other documents,
instruments, certifications and further assurances as such counsel for SELLER
may reasonably required.
ARTICLE IX - INDEMNIFICATION
9.1 GENERAL INDEMNIFICATION OBLIGATION OF SELLER.
9.1.1. From and after the Closing and for a period of one (1)
year, SELLER and its shareholders (if the purchase consideration has been
distributed, to the extent of such distribution), will reimburse, indemnify and
hold harmless PURCHASER, its subsidiaries and its successors and assigns (an
"Indemnified Purchase Party") against and in respect of:
(a) any and all damages, losses, deficiencies, liabilities,
costs and expenses incurred or suffered by any Indemnified PURCHASER Party that
result from, relate to or arise out of:
(i) any and all transactional liabilities and
transactional obligations of SELLER of any nature whatsoever,
except for those transactional liabilities and transactional
obligations of SELLER which Purchaser specifically assumes
pursuant to this Agreement;
(ii) any and all actions, suits, claims, or legal,
administrative, arbitration, governmental or other proceedings
or investigations against any Indemnified PURCHASER Party that
relate to SELLER in which the principal event giving rise
thereto occurred prior to the Closing Date or which result
from or arise out of any action or inaction prior to the
Closing Date of SELLER or any director, officer, or employee,
agent, representative or subcontractor of SELLER, except for
those which PURCHASER specifically assumes pursuant to this
Agreement; or
(iii) any material misrepresentation, or material
breach of warranty or nonfulfillment of any agreement or
covenant on the part of SELLER under this
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Agreement, or from any material misrepresentation in or
omission from any certificate, schedule, statement, document
or instrument furnished to PURCHASER pursuant hereto or in
connection with the negotiation, execution or performance of
this Agreement; and
(b) any and all actions, suits, claims, proceedings,
investigations, demands, assessments, audits, fines, judgments, costs and other
expenses (including, without limitation, reasonable legal fees and expenses)
incident to any of the foregoing or to the enforcement of this SECTION 9.1.
(c) any damages, losses, deficiencies, liabilities, cost and
expenses resulting from 9.1(a)(i) and (iii) shall be limited to an amount equal
to the purchase price.
9.1.2 To the extent any portion of the purchase price is
distributed to the SELLER's shareholders and to the extent the assets of the
SELLER are insufficient to pay such indemnity, then such shareholders will be
liable for the indemnity provided in SECTION 9.1.1. only to the extent of the
amount of the net distribution such shareholder receives.
9.1.3 To the extent Purchaser has insurance coverage for any
claims that may fall within the scope of the indemnity provided in SECTION
9.1.1. PURCHASER agrees to waive all rights to the indemnity from the SELLER and
the shareholders to the extent of such insurance, regardless of rights of
subrogation of the insurer.
9.2 GENERAL INDEMNIFICATION OBLIGATION OF PURCHASER.
From and after the Closing, PURCHASER will reimburse,
indemnify and hold harmless SELLER, and its successors or assigns and,
shareholders (an "Indemnified SELLER Party") against and in respect of:
(a) any and all damages, losses, deficiencies, liabilities,
costs and expenses incurred or suffered by any Indemnified SELLER Party that
result from, relate to or arise out of:
(i) any and all liabilities and obligations of SELLER
which have been specifically assumed by PURCHASER to
this Agreement;
(ii) any and all actions, suits, claims, or legal,
administrative, arbitration, governmental or other
proceedings or investigations against any Indemnified
Seller Party that relate to PURCHASER in which the
principal event giving rise thereto occurred
subsequent to the Closing Date or which result from
or arise out of any action or inaction subsequent to
the Closing Date of PURCHASER or any director,
officer, or employee, agent, representative or
subcontractor of PURCHASER, except for those which
SELLER specifically assumes pursuant to this
Agreement; or
(iii) any misrepresentation, breach of warranty or
non-fulfillment of any agreement or covenant on the
part of PURCHASER under this Agreement, or from any
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misrepresentation in or omission from any
certificate, schedule, statement, document or
instrument furnished to SELLER pursuant hereto or in
connection with the negotiation, execution or
performance of his Agreement; and
(b) any and all actions, suits, claims, proceeding,
investigations, demands, assessments, audits, fines, judgments, costs and other
expenses (including, without limitation, reasonable legal fees and expenses)
incident to any of the foregoing or to the enforcement of this SECTION 9.2.
(c) any sales, use, documentary, intangible, or other tax or
fee owed by SELLER or resulting from the transaction or the conduct of the
Business prior to Closing or resulting from this transaction.
(d) anything to the contrary set forth above notwithstanding -
Star Services Group Inc. shall remain liable on this indemnification.
(e) any damages, losses, deficiencies, liabilities, cost and
expenses resulting from 9.2(a)(i) and (iii) shall be limited to an amount equal
to the purchase price.
9.3 OTHER RIGHTS AND REMEDIES NOT AFFECTED. The indemnification rights
of the parties under this ARTICLE IX are independent of and in addition to such
rights and remedies as the parties may have at law or in equity or otherwise for
any misrepresentation, breach of warranty or failure to fulfill any agreement or
covenant hereunder on the part of any party hereto, including without limitation
the right to seek specific performance, rescission or restitution, none of which
rights or remedies shall be affected or diminished hereby.
ARTICLE X - POST CLOSING MATTERS
10.1 DISCHARGE OF OBLIGATIONS. From and after the Closing Date SELLER
shall pay and discharge, in accordance with past practice but not less than on a
timely basis, all obligations and liabilities incurred prior to the Closing Date
with respect to the assets (except for those expressly assumed by PURCHASER
hereunder) which SELLER retains, including without limitation any liabilities or
obligations to employees, trade creditors and clients (except for those assumed
by PURCHASER).
10.2 MAINTENANCE OF BOOKS AND RECORDS. SELLER AND PURCHASER shall
preserve until the second anniversary of the Closing Date all records possessed
or to be possessed by such party relating to any of the assets, liabilities or
business of the business prior to the Closing Date. After the Closing Date,
where there is a reasonable and legitimate purpose, such party shall provide the
other parties with access to the books and records, upon prior reasonable
written request specifying the need therefor, during regular business hours.
10.3 PAYMENT RECEIVED. SELLER and PURCHASER agree that after the
Closing they will hold and will promptly transfer and deliver to the other, from
time to time as and when received by them, any cash, checks with appropriate
endorsements (using its best efforts not to convert such checks into
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cash), or other property that it may receive on or after the Closing which
properly belongs to the other party, including without limitation any insurance
proceeds, and will account to the other for all such receipts.
10.4 POST CLOSING MATTERS. From and after the closing Date, SELLER will
promptly refer all inquiries with respect to ownership of the Assets to
PURCHASER. In addition, SELLER will execute such documents and financing
statements as PURCHASER may request from time to time to evidence transfer of
the Assets to PURCHASER, including any necessary assignments of financing
statements.
10.5 ASSUMPTION. PURCHASER shall perform and discharge all of SELLER's
obligations and liabilities which are effectively assumed in accordance with
this Agreement.
ARTICLE XI - SECURITIES LAW MATTERS
It is understood that the Shares of STAR SERVICES GROUP, INC., have
been registered pursuant to a registration statement filed with the SEC pursuant
to a so-called "SHELF REGISTRATION STATEMENT", in accordance with the provisions
of the U.S. Securities Act of 1933, and the rules and regulations promulgated
thereunder (including without limitation Rule 145). The PURCHASERS, SHAREHOLDERS
and STAR agree as follows with respect to the sale or other disposition of the
Shares of STAR by SHAREHOLDERS or SELLER after the Closing:
11.1 AFFILIATE REPRESENTATIONS. Each SHAREHOLDER is an affiliate of
SELLER, as defined in the 1933 Act (an "Affiliate"), and represents and warrants
that if the SHARES are acquired by them, they are being acquired and will be
acquired for said SHAREHOLDER'S own account and will not be sold, transferred or
otherwise disposed of except pursuant to:
(a) the provisions (including without limitations) of Rule
145(d) under the Securities Act, as in effect at the time of sale;
(b) some other exemption or exclusion from the registration
requirements under the 1933 Act, which does not require the filing by
STAR with the SEC of any registration statement, offering circular or
other document or the taking by STAR of any affirmative action
whatsoever and which does not adversely affect, preclude, prevent or
otherwise pose a legal impediment to any capital-raising efforts then
being engaged in by STAR, in which case said SHAREHOLDERS shall first
supply to STAR an opinion of counsel (which opinion of counsel shall be
satisfactory to STAR) that such exemption or exclusion is available; or
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(c) a registration statement filed by STAR with the SEC under
the Securities Act (which SHAREHOLDERS acknowledge STAR has no
obligation to file). SHAREHOLDERS represent that, to the extent they
felt necessary, they have obtained the advice of counsel as to the
nature and conditions of any exemptions from registration, including
with respect to the applicability of Rule 145(d) promulgated under the
Securities Act to the sale of the STAR SHARES.
11.2 RESTRICTIVE STOCK LEGENDS. Shareholders agree that the
certificates for the Shares received shall bear the following legends:
The Shares represented by this certificate are subject to the
terms and conditions set forth in that certain Asset Purchase
Agreement between ALLIED ROLLOFF HOLDINGS, INC. and STAR
SERVICES GROUP, INC.
The Shares represented by this certificate are subject to a
Lock-Up Agreement dated February 29, 2000.
SHAREHOLDERS also understand that STAR will place stop transfer orders with its
transfer agents with respect to such certificates.
ARTICLE XII - MISCELLANEOUS
12.1 TERMINATION.
Anything herein or elsewhere to the contrary notwithstanding,
this Agreement may be terminated by written notice of termination at any time
before the Closing Date only as follows:
(i) by mutual consent of SELLER and PURCHASER;
(ii) by PURCHASER, (A) at any time if the representations and
warranties of SELLER contained in Section 3.1 hereof were incorrect in
any material respect when made or at any time thereafter, or (B) upon
written notice to SELLER given at any time prior to the Closing Date
(or such later date as shall have been specified in a writing
authorized on behalf of SELLER AND PURCHASER) if all of the conditions
precedent set forth in this Agreement are not satisfied;
(iii) by SELLER, (A) at any time if the representations and
warranties of PURCHASER contained in this Agreement hereof were
incorrect in any material respect when made or at any time thereafter,
or (B) upon written notice to PURCHASER given at any time prior to the
Closing Date (or such later date as shall have been specified in a
writing authorized on behalf of SELLER AND PURCHASER) if all of the
conditions precedent set forth in this Agreement are not satisfied.
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12.2 HEADINGS. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
12.3 FURTHER ACTIONS. At any time and from time to time, each party
agrees, at its or their expense, to take such actions and to execute and deliver
such documents as may be reasonably necessary to effectuate the purposes of this
Agreement.
12.4 AVAILABILITY OF EQUITABLE REMEDIES. Since a breach of the
provisions of this Agreement could not adequately be compensated by money
damages, any party shall be entitled, either before or after the Closing, in
addition to any other right or remedy available to it, to an injunction
restraining such breach or a threatened breach and to specific performance of
any such provision of this Agreement. and in either case no bond or other
security shall be required in connection therewith, and the parties hereby
consent to the issuance of such an injunction and to the ordering of specific
performance.
12.5 SURVIVAL. The covenants, agreements, representations, and
warranties contained in or made pursuant to this Agreement by all parties shall
survive the Closing for a period of three (3) year. The statements contained in
any document executed by SELLER, relating hereto or delivered to the PURCHASER
in connection with the transactions contemplated hereby or thereby, or in any
statement, certificate, or other instrument delivered by or on behalf of SELLER,
pursuant hereto or thereto or delivered to the PURCHASER in connection with the
transactions contemplated hereby or thereby shall be deemed representations and
warranties, covenants and agreements, or conditions, as the case may be, for all
purposes of this Agreement.
12.6 MODIFICATION. This Agreement and the Exhibits hereto set forth the
entire understanding of the parties with respect to the subject matter hereof,
supersede all existing agreements among them concerning such subject matter, and
may be modified only by a written instrument duly executed by each party.
12.7 NOTICES. Any notice or other communication required or permitted
to be given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested or by Federal Express, Express Mail, or similar
overnight delivery or courier service or delivered (in person or by telecopy,
telex, or similar telecommunications equipment) against receipt to the party to
whom it is to be given at the address of such party set forth in the preamble to
this Agreement (or to such other address as the party shall have furnished in
writing in accordance with the provisions of this SECTION 12.7) with a copy to
each of the other parties hereto. Any notice given to any corporate party shall
be addressed to the attention of the Corporate Secretary. Notice to the estate
of any party shall be sufficient if addressed to the party as provided in this
Section 10.08. Any notice or other communication given by certified mail shall
be deemed given at the time of certification thereof, except for a notice
changing a party's address which will be deemed given at the time of receipt
thereof. Any notice given by other means permitted by this SECTION 11.7 shall be
deemed given at the time of receipt thereof.
12.8 WAIVER. Any waiver by any party of a breach of any term of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of that term or of any breach of any other term of this Agreement. The
failure of a party to insist upon strict adherence to any term of this
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Agreement on one or more occasions will not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term
or any other term of this Agreement. Any waiver must be in writing .
12.9 BINDING EFFECT. The provisions of this Agreement shall be binding
upon and inure to the benefit of SELLER, AND PURCHASER, and their respective
successors and assigns and shall inure to the benefit of each Indemnitee and its
successors and assigns (if not a natural person) and his assigns, heirs, and
personal representatives (if a natural person).
12.10 NO THIRD PARTY BENEFICIARIES. This Agreement does not create, and
shall not be construed as creating, any rights enforceable by any person not a
party to this Agreement.
12.11 FEES AND EXPENSES. Each party shall bear its own fees and
expenses incurred in connection with this transaction.
12.12 SEPARABILITY. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances. If,
however, the clause determined to be invalid materially affects the performance
of the parties, or materially impacts the parties' expectations or positions
with respect to the Agreement, the parties will negotiate in good faith to
modify the Agreement in some fashion so as to, as near as possible, place the
parties in the same position they were in, viz-a-vie, their intent, performance
expectations, and economic position.
12.13 COUNTERPARTS; GOVERNING LAW. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. It shall be
governed by and construed in accordance with the laws of the State of Florida,
without giving effect to conflict of laws.
IN WITNESS WHEREOF, the Parties hereto have this day set their
hand and seal.
ALLIED ROLLOFF HOLDINGS, INC.
By: /s/ Xxxx Xxxxxxx
--------------------------------
STAR SERVICES GROUP, INC.
By: /s/ Xxxxxxx Cusco
--------------------------------
ALLIED ROLLOFF SHAREHOLDERS
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