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Exhibit 1.1
AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is made as of
September 22, 1999, by and between PH GROUP INC., an Ohio corporation ("Buyer"),
and ST. LAWRENCE HYDRAULICS, INC. F/K/A ST. LAWRENCE PRESS COMPANY, INC., a
Michigan corporation ("Seller").
WITNESSETH:
WHEREAS, Buyer and Seller executed an Asset Purchase Agreement dated as of
April 30, 1997 (the "Original Agreement"); and
WHEREAS, Buyer and Seller desire to amend the Original Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Section 1.5.3 of the Original Agreement is amended to add a new Section
1.5.3.4 to read in its entirety as follows:
1.5.3.4. Notwithstanding the foregoing, Buyer may deduct up to $50,000
in the aggregate from the Contingent Earnout, including the Minimum
Annual Contingent Earn Out Payment, over the last three years of the
Earnout Period, effective April 30, 1999, in one-third increments
($16,667) in each year.
2. Section 7. 10 of the Original Agreement is amended and restated to read
in its entirety as follows:
7.10. Buyer acknowledges that it has been advised by Seller that the
Facility will be taken by power of eminent domain. If all or any portion
of the Facility is taken by power of eminent domain or conveyed in lieu
thereof (a "Condemnation"), Buyer, Seller and the Company agree, that
this Section 7.10 shall govern the disposition of all compensation,
damages, awards, proceeds, and other sums of every kind and nature paid
or payable or obtainable in connection with any such Condemnation,
including but not limited to damages payable because or with respect to
the leasehold interest of Buyer as Tenant under the Facility Lease (as
referred to in Section 8.6), loss of fixtures (movable and/or in place),
relocation proceeds, or business interruption, and all such damages,
awards, proceeds and other sums, and all claims whatsoever to the same.
Buyer and Seller agree that Buyer shall be entitled to (i) 25% of the
first $300,000 of Net Proceeds of the Condemnation paid to Seller or any
affiliate of Seller (including the Trust) after April 30, 1999 reduced
by the amount deducted or to be deducted by Buyer under Section 1.5.3.4,
and
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(ii) 7% in excess of $300,000 of any amount of Net Proceeds of the
Condemnation paid to Seller or any affiliate of Seller (including the
Trust) after April 30, 1999, up to a total aggregate amount of
$1,000,000 payable to Buyer. "Net Proceeds" means the net amount
received by Seller and its affiliates (including the Trust) from the
Condemnation in excess of the condemning authority's good faith offer
for the real property and fixtures, less all unreimbursed and
unrecovered expenses incurred by Seller and any of its affiliates
(including the Trust), whether before or after the Condemnation in
connection with the Condemnation (such as attorney fees, expert witness
fees and other similar charges or expenses). Seller and Buyer agree that
the balance of all amounts paid in connection with the Condemnation
shall belong to and be the sole property of Seller, its affiliates, or
the Trust, as the case may be. Any amounts received by either party as a
result of the Condemnation in excess of the amount due to that party
pursuant to this Section shall be paid over to the other party within
five (5) days after receipt. Buyer will provide, at no cost or expense
to Seller, all assistance reasonably requested by Seller and its
affiliates in connection with any litigation relating to the
Condemnation, including, but not limited to, deposition and trial
testimony of its President, Charles T. Sherman.
3. Section 7.10.1 of the Original Agreement shall be deleted from the
Original Agreement and Section 7.10.2 shall be renumbered Section 7.10.1.
4. Except as modified herein, the Original Agreement is ratified and
affirmed. This Amendment is hereby incorporated into the Original Agreement and
made a part thereof.
5. All other terms and conditions of the Original Agreement shall continue
in effect except to the extent amended, modified and/or restated by this
Amendment.
6. This document may be executed in one or more counterparts, each of which
shall constitute an original and all of which shall constitute one and the same
document.
7. Terms not otherwise defined herein shall have the meanings given to them
in the Original Agreement.
8. This Agreement is deemed to have been prepared jointly by the parties
hereto and any uncertainty or ambiguity existing herein, if any, shall not be
interpreted against either party, but shall be interpreted according to the
application of the rules of interpretation for arm's length agreements.
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IN WITNESS WHEREOF, the undersigned have duly executed this Amendment the
day and year first above written.
PH GROUP INC., an Ohio corporation
/s/ Charles T. Sherman
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By: Charles T. Sherman
Its: President
ST. LAWRENCE HYDRAULICS, INC. F/K/A
ST. LAWRENCE PRESS COMPANY, INC.,
a Michigan corporation
/s/ Linda D. Rosbury
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By: Linda D. Rosbury
Its: President
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