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Exhibit 10.4
STAR SERVICES GROUP, INC.
2075 N. Powerline Road o Pompano Beach, FL 33069
Phone: (954) 974-3800 o Fax: (954) 970-0557 o Toll Free: 1-888-335-8240
September 26, 2000
Mr. Kevin R. Kohn
President
Peerless Dade, Inc. ("Dade Recycling")
Peerless Big Apple, Inc. ("Big Apple")
Peerless Miami Avenue, Inc. ("Miami Avenue")
Namco Metals Management, Inc. ("Namco")
9471 Baymeadows Road, Suite 106
Jacksonville, Florida 32256
Re: CLOSING TRANSACTIONS
Dear Mr. Kohn:
On September 26, 2000, Star Services Group, Inc. ("Star") entered into
the various documents attached hereto (Contracts of Sale). The Contracts of Sale
contemplate a closing on October 16, 2000, but also provide for delivery by
Sellers of Audited Financial Statements (as defined below) for Dade Recycling,
Big Apple and Miami Avenue (collectively referred to as "Sellers") as a
precondition to closing. We contemplate that the Audited Financial Statements
will not be completed as of that date. Consequently, we have agreed to modify
the Contracts of Sale as follows:
1. The transactions set forth in the Contracts of Sale (the
"Transactions") will not close until the date the Audited Financial Statements
are delivered (the "Closing Date").
2. Each of the documents necessary to close the Transactions
(the "Transaction Documents"), including but not limited to an instruction
letter to Star's transfer agent concerning the stock consideration, will be
executed by Star and Sellers on or about October 16, 2000 (the "Execution
Date").
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Mr. Kevin R. Kohn
September 26, 2000
Page 2
3. Other than accounts receivable, all adjustments required
pursuant to the Transaction Documents will be calculated as of the Execution
Date and paid at the Closing Date.
4. The Transaction Documents will be held by G. Stephen
Manning, P.A. ("Manning"), the attorney for the Sellers, until Manning receives
written notice from Star and Sellers that the Audited Financial Statements have
been delivered by Sellers to Star. Manning's sole responsibility shall be to
hold the Transaction Documents and to deliver them as provided.
5. Upon delivery of the Audited Financial Statements to Star,
Star shall deliver the Stock Consideration which is defined in the Contracts of
Sale and is required to be delivered pursuant to the Contracts of Sale within
fifteen (15) days.
6. The term Audited Financial Statements shall mean financial
statements which have been audited by a Certified Public Accountant in
accordance with the then applicable and minimum requirements of the Securities
and Exchange Commission ("SEC") for Audited Financial Statements of a company to
be acquired so that Star may file such statements with the SEC and remain
current in its financial filings.
7. Sellers shall have up to six (6) months to provide the
Audited Financial Statements. If Sellers have not provided the Audited Financial
Statements within the six (6) month period, Star shall have the right to obtain
such statements on its own, but at Seller's expense; in such event Sellers shall
make all of their financial books and records available to Star and its
accountants.
We have further agreed that until the Audited Financial Statements are
provided and the Closing Date occurs, Star, or its assignees (collectively
referred to as "Star") will operate and manage the assets of the Sellers in
accordance with a Management and Operations Agreement to be negotiated prior to
the Execution Date, mutually acceptable to Star and Sellers, that at a minimum
shall contain the following:
1. From and after October 16, 2000, Star shall operate and
manage the assets to be sold of the Sellers for its own account and shall be
entitled to any profit or loss resulting from the operations.
2. All employees of Sellers who Star determines to retain
shall become employees of Star which shall have the right in its sole
determination to hire and fire any
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Mr. Kevin R. Kohn
September 26, 2000
Page 3
former employee of Sellers; provided, however, Star shall notify Sellers prior
to firing any of Sellers former employees.
3. Star shall have Sellers, as the case may be, named on each
insurance policy, including but not limited to any Comprehensive General
Liability Policy and Pollution Legal Liability Policy, as an additional named
insured.
4. Star shall indemnify and hold harmless the Sellers, their
agents, employees, officers and directors from and against any and all
liabilities, claims, losses and causes of action related to or arising out of
Star's operation and management of the Sellers' assets.
If the Audited Financial Statements are not obtained by October 15,
2001, this agreement shall terminate, the Transaction Documents shall be
destroyed and management and operation of the assets to be sold shall be
returned to Sellers.
Very truly yours,
STAR SERVICES GROUP, INC.
By: /s/ Jack Casagrande
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AGREED AND ACCEPTED
Peerless Dade, Inc. ("Dade Recycling")
Peerless Big Apple, Inc. ("Big Apple")
Peerless Miami Avenue, Inc. ("Miami Avenue")
Namco Metals Management, Inc. ("Namco")
By: /s/ Kevin R. Kohn
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Kevin R. Kohn, President
