Closing Statement for Asset Purchase Agreement between The RAL Supply Group, Inc. and RAL Purchasing Corp.

Summary

This document is a closing statement related to the sale of assets from The RAL Supply Group, Inc. (seller) to RAL Purchasing Corp. (purchaser) under an Asset Purchase Agreement dated September 5, 2003. It outlines the final purchase price of $2,447,061.10, credits a $350,000 down payment to the purchaser, and specifies a remaining balance of $2,097,061.10 due at closing. The statement also lists related documents and instructions for the wire transfer of funds to complete the transaction.

EX-10.A.II 4 ex10a-ii.txt RAL CLOSING STATMENT 9/30/03 Exhibit 10(a)(ii) Ronald S. Kossar Attorney at Law 402 East Main Street Telephone ###-###-#### Post Office Box 848 Telecopier ###-###-#### Middletown, New York 10940 E-Mail ***@*** September 29, 2003 Oscar D. Folger, Esq. 521 Fifth Avenue 24th Floor New York, NY 10175 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 Oscar: 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. Pitchford 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. Oscar D. Folger, 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/ Ronald S. Kossar Ronald S. Kossar RSK/jaz Enclosures SENT VIA TELECOPIER CLOSING STATEMENT DATE: September 30, 2003 PREMISES: The RAL Supply Group, Inc. 24 Dunning Road, PO Box 429 Middletown, NY 10940 SELLER: The RAL Supply Group, Inc. 24 Dunning Road, PO Box 429 Middletown, NY 10940 PURCHASER: RAL Purchasing Corp. c/o Universal Supply Group, Inc. 275 Wagaraw Road Hawthorne, New Jersey 07506 PLACE OF CLOSING: Law Office of Ronald S. Kossar, Esq. 402 East Main Street P. O. Box 548 Middletown, N.Y. 10940 ATTORNEY FOR SELLER: Ronald S. Kossar, Esq. 402 East Main Street P. O. Box 548 Middletown, N.Y. 10940 ATTORNEY FOR PURCHASER: Oscar D. Folger, Esq. 521 Fifth Avenue 24th Floor New York, NY 10175 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