SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 5, 1996
All For A Dollar, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-20150 04-3078083
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(State or other Jurisdic- (Commission File (IRS Employer
tion of Incorporation) Number Identification No.)
3664 Main Street
Springfield, Massachusetts 01107
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(Address of Principal Executive Offices) (zip Code)
Registrant's telephone number, including area code:
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(413) 733-1203
same
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
The Company has continued to realize operating losses since
emerging from Chapter 11 bankruptcy on June 30, 1995. In an effort
to achieve better operating results, the Company's Board of
Directors has determined to reposition the Company in the
marketplace by converting from a "dollar store" format where most
items are priced at one dollar to a multi-price close-out retail
format where items are sold at prices exceeding one dollar.
On July 11, 1996, the Company entered into an agreement (the
"Agreement") with Universal International, Inc. ("Universal")
whereby Universal will assist the Company in the conversion of
between four and six stores to the new format. Universal will
assist the Company in sourcing products and the Company will pay
for such products on a cash basis.
As part of its Agreement with Universal, the Company has
agreed that in the event of a sale of all or substantially all of
the assets of the Company, a merger or similar transaction whereby
the Company is acquired by a third party or a sale of any store or
stores by the Company (other than through inventory reduction or
store liquidation sales), the Company will pay Universal a fee
equal to 20% of the gross consideration to be received by the
Company and/or its stockholders (in their capacity as stockholders)
as a result of the transaction. In no event, however, shall the
fee payable to Universal exceed the aggregate net proceeds to
become available to the Company and/or its stockholders.
The Company intends to close approximately 25 of its stores
and to liquidate certain of its inventory to raise cash to finance
its new inventory. Pursuant to a separate agreement with a
subsidiary of Universal, the Company has engaged the subsidiary to
conduct a liquidation of the inventory of certain of its stores.
Item 7. Financial Statements and Exhibits.
1. Agreement dated July 11, 1996 between Universal
International, Inc. and Registrant.
2. Agreement for Liquidation of Stores dated July
11, 1996 between Registrant and Universal Asset-Based Services,
Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 5, 1996
ALL FOR A DOLLAR, INC.
By /s/Donald A. Molta
Donald A. Molta
Vice President, Finance
Chief Financial Officer
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AGREEMENT
THIS AGREEMENT, made and entered into as of this 11 day of July
, 1996, by and between UNIVERSAL INTERNATIONAL, INC. ("Universal"),
and ALL FOR A DOLLAR, INC. ("Purchaser").
BACKGROUND
Purchaser is the owner and operator of 122 retail stores.
Purchaser has operated these stores as "Dollar" stores; but these
stores have not developed the return on investment desired by
Purchaser. Universal is in the business of selling general
merchandise at wholesale and Universal also operates retail stores.
Purchaser desires to have Universal develop a new prototype
store that will achieve better sales results than the current
Dollar store format thereby making it easier for Purchaser to
develop and finance a strategy to restructure Purchaser. Initially,
six (6) stores (which are listed on Exhibit A and attached hereto
and made a part hereof and which are hereinafter referred to as the
"Initial Stores") will be used to develop a prototype. Universal
will supply these stores out of its current retail backup inventory
to enable the Initial Stores to open with an adequate selection of
merchandise. Universal may elect to ship merchandise directly to
said Initial Stores from it's warehouse in Minnesota or may have
suppliers ship directly to the Initial Stores.
The Initial Stores will conduct either a "going out of
business sale" or an "inventory reduction sale" which will make
space for and provide funds for new fixtures and merchandise.
Purchaser desires to have these sales conducted by Universal Asset
Based Services, Inc., a subsidiary of Universal. Purchaser desires
to have these sales conducted by Universal Asset Based Services,
Inc., a subsidiary of Universal.
Purchaser seeks Universal's help in developing the new
prototype stores and testing the concept in the Initial Stores and
such other stores as mutually selected by Universal and Purchaser.
In addition, Purchaser desires Universal's help in purchasing and
sourcing merchandise for Purchaser to be sold in all of Purchaser's
stores including the existing "Dollar Stores" and any other stores
that are converted to the new prototype store. If the experiment
with the Initial Stores is successful, it is contemplated that
Purchaser will convert many of its other existing stores to this
format, as quickly as possible.
The parties contemplate that certain stores as set forth,
among the stores listed on Exhibit B attached hereto and made a
part hereof, will be closed as quickly as possible. Such stores
will also be liquidated by Universal Asset Based Services, Inc.
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Universal will consult with the Purchaser and provide its
recommendations for restructuring the Purchaser in order to enable
the Purchaser to either survive as an independent company or be
sold. The decision to accept or act upon Universal's
recommendations shall be made solely by Purchaser and Universal
shall have no liability, obligation or responsibility, arising out
of or relating to any advice, suggestion or recommendation made by
it to Purchaser.
NOW THEREFORE, for good and valuable consideration, the
receipt of sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. (a) Subject to performance of all of its obligations
hereunder by Purchaser, including payment by Purchaser in advance
of shipment pursuant to Paragraph 2 below, Universal will supply
quantities and types of merchandise selected by Universal in its
sole discretion as suitable for Purchaser's stores, to the six (6)
stores operated by Purchaser and any other stores of Purchaser that
Purchaser and Universal agree that Universal should supply. Goods
supplied hereunder by Universal shall include, without limitation,
all goods shipped by Universal from its own inventory, goods
purchased by Universal from suppliers that are shipped directly to
the Purchasers's stores or the Purchaser's warehouse by said
suppliers and "goods sourced by Universal." As used in this
Agreement, "goods sourced by Universal" shall mean goods identified
by Universal but purchased by Purchaser from the vendor and shipped
directly to Purchaser's stores or Purchaser's warehouses, and also
any goods purchased by Purchaser from a vendor identified by
Universal. Any "goods (and/or vendors) sourced by Universal" shall
continue to be considered to be sources by Universal with respect
to all subsequent purchases during the term of this Agreement and
for one hundred eighty (180) days after the termination of this
Agreement, thereby entitling Universal to payment therefor pursuant
to Paragraph 2 below. Notwithstanding anything to the contrary
contained in this Agreement, nothing contained herein shall
constitute a guaranty, agreement or representation by Universal
that it will supply such quantity of goods or that the goods
supplied by Universal will be sufficient to meet any needs
requirements of Purchaser, and Universal shall have no liability or
obligation for its failure to do so. All goods supplied by
Universal to Purchaser will be new and undamaged (the "Merchantable
Goods"). Within seven (7) days from receipt by Purchaser of
merchandise from Universal, Purchaser may return for credit, in the
original, unopened boxes, such portion of any amount which it
reasonably determines is unreasonable in amount. The freight
expense for such return shall be shared equally by Universal and
Purchaser. The parties acknowledge that Purchaser will also be
acquiring merchandise for its stores from sources other than
Universal. Universal and Purchaser will use their best efforts to
coordinate the products supplied by Universal with the products
supplied by other parties, but Universal shall have no liability or
responsibility whatsoever to insure such coordination or that any
coordination will be effective. In supplying Merchantable Goods to
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Purchaser, Universal shall have the absolute discretion to select
the price, quantity and mix of any merchandise provided to
Purchaser and, except for the express obligations of Universal
under this Agreement, Universal shall have no liability, obligation
or responsibility for any claim that Merchantable Goods provided by
it were insufficient, inadequate, inappropriate or otherwise
unsuitable to meet the needs of Purchaser, for any reason
whatsoever except for goods that are damaged, not new, or not
delivered within ten (10) business days of payment of invoice, in
which event, Universal shall return the payment made for any
undelivered portion. Furthermore, Universal shall have no
liability, obligation or responsibility to insure that the
Merchantable Goods supplied by it can and will be sold to retail
purchasers and Universal shall have no responsibility whatsoever
for the "sell through" of Merchantable Goods supplied to Purchaser
by Universal.
(b) If Purchaser requests that Universal purchase
certain goods for it or approves Universal's purchase of certain
goods for Purchaser, Purchaser shall be obligated to purchase and
pay for said goods at the price specified in Paragraph 2 below, and
Purchaser shall not have the return privileges specified in
Subparagraph 1(a), or otherwise. The Purchaser's obligations
hereunder shall survive and apply notwithstanding the termination
of this Agreement.
2. Purchaser shall pay Universal for Merchantable Goods
supplied to it by Universal at a price equal to a 15% gross margin
to Universal (cost plus 17.65%) for all shipments made on or before
October 31 of any year, and at a 16.5% gross margin to Universal
(cost plus 19.76%) for all shipments made in November and December
of any year. Shipments shall include "goods sourced by Universal"
and shipped to Purchaser by another supplier. As used herein, the
15% and 16.5% gross margins to Universal shall mean and be
calculated so that all of Universal's costs of the Merchantable
Goods, including commissions to third parties, re-work costs,
freight in to Universal, and all other costs and expenses incurred
by Universal to unaffiliated third parties, excluding Universal's
other general and administrative costs which are not directly
attributable to specific items of merchandise, will be 85% if a 15%
gross margin is applicable, or 83.5% if a 16.5% gross margin is
applicable, of the purchase price to be paid by Purchaser. The
purchase price shall be paid in advance by Purchaser prior to
shipment of the goods by Universal. Freight for the shipment from
Universal to Purchaser shall be paid by Purchaser at the actual
cost thereof. Delivery FOB Minnesota shall be made to Purchaser
within ten (10) business days of Universal's receipt of payment of
the invoice therefor, otherwise payment will be returned for the
undelivered portion. With respect to "goods sourced by Universal"
and purchased by Purchaser from a third party, Purchaser shall pay
Universal 17.65 percent of the cost thereof to Purchaser (a 15%
gross margin). Said amount shall be paid by Purchaser to Universal
within three (3) days after receipt of said goods by Purchaser.
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3. Universal shall assemble or source goods to be shipped to
Purchaser, at which time Universal will provide an invoice to
Purchaser setting forth the purchase price for the entire shipment.
Universal, to maintain the confidentiality and proprietary nature
of its sources and costs, will not supply to Purchaser Universal's
specific cost of any individual items which make up the shipment
but, instead, will provide the aggregate cost of all items included
in the shipment as well as the suggested retail price of each item
included in the shipment. All cost and pricing information
furnished by Universal to the Purchaser or learned by Purchaser in
the course of this Agreement will be kept strictly confidential by
Purchaser and its officers, agents, employees and contractors, and
not divulged by Purchaser or its officers, agents, employees, or
contractors to any person, firm or entity. Purchaser shall pay
Universal's invoice immediately upon receipt thereof and, in all
events, within two (2) business days after receipt thereof, and
prior to Universal shipping or causing the shipment of the
Merchantable Goods to Purchaser. At Purchaser's request,
Universal's costs shall be subject to a quarterly audit by a Big 6
certified public accounting firm chosen by Purchaser at Purchaser's
expense, provided, however, that prior to any audit, such
accounting firm shall agree, in writing, to keep all information
obtained in such audit confidential, and not disclose any
information obtained in the course of such audit to anyone, except
such accounting firm may disclose to Purchaser only accounting
discrepancies as to specific items.
4. For so long as Universal is supplying merchandise to
Purchaser pursuant to Paragraph 1 above, and Purchaser is paying
for such Merchantable Goods, pursuant to Paragraph 2 above, then
Universal may, but shall not be obligated to, perform some
advertising services and data processing services for Purchaser.
Universal will charge Purchaser, and Purchaser will pay Universal,
only the out-of-pocket costs incurred by Universal in performing or
providing such advertising and data processing services.
5. This Agreement shall continue until December 31, 1996 and
thereafter until terminated by either party by giving a written
notice of termination to the other party which notice shall be
given at least ninety (90) days prior to the specified termination
date.
6. Subject to Purchasers' continuing right to return
merchandise as provided in Paragraph 2, the Purchaser's sole remedy
for a material breach of this Agreement by Universal not cured
within ten (10) days after Universal's receipt of written notice
thereof shall be immediate termination of this Agreement and
recovery of any credit balances owing the Purchaser for undelivered
or damaged goods. Purchaser shall have no right of recovery for
consequential damages.
7. To induce Universal to enter into this Agreement,
simultaneously herewith, Purchaser has entered into an agreement
with Universal's subsidiary, Universal Asset Based Services, Inc.
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("UABS"), to conduct the "going out of business;" "inventory
reduction" or similar type sales for the six (6) Initial Stores and
for the stores listed on Exhibit B attached hereto and made a part
hereof which Purchaser intends to permanently close. In addition,
all other such sales that occur during the term of this Agreement
will be run by UABS under the same terms and conditions as set
forth in the contract between Purchaser and UABS entered into
simultaneously herewith.
8. The parties expect that the services to be rendered by
Universal hereunder will add significant value to the Purchaser's
stores and the Purchaser as a whole. In the event of (a) a sale of
all or substantially all of the assets of Purchaser, (b) a merger,
consolidation or similar transaction whereby the Purchaser is
acquired by a third party, or (c) a sale of any store or stores by
Purchaser (excluding the liquidation of store inventories through
"going out of business" or "inventory reduction" sales or the
closing of stores as otherwise contemplated by this Agreement),
during the term of this Agreement or within a period of two years
after the termination of this Agreement, Purchaser shall pay to
Universal upon the closing of any such transaction a fee equal to
twenty percent (20%) of the gross consideration received by the
Purchaser and/or its stockholders (in their capacity as
stockholders) as a result of any such transaction. Such fee shall
be payable in cash to the extent the sale consideration is payable
in cash and shall be payable in the form of securities or other
property to the extent the sale consideration is payable in
securities or other property.
Notwithstanding the foregoing, to the extent the fee payable
to Universal hereunder in connection with the sale of all or
substantially all of the assets of the Purchaser or a merger,
consolidation or other acquisition of the Purchaser exceeds the net
proceeds (after the payment or provision for payment of all
liabilities of the Purchaser) payable to the Purchaser and its
stockholders in their capacity as stockholders, the fee payable to
Universal hereunder shall be reduced so that the amount payable to
Universal will be equal to the aggregate net proceeds available to
the Purchaser and its stockholders.
In the event a notice of termination is given by Universal to
Purchaser, the provisions of this Section 8 shall thereafter be
void, unless such termination by Universal is as a result of
Purchaser's default under this Agreement.
9. All notices, offers, requests, and other communications
from either of the parties hereto to the other shall be in writing
and shall be considered to have been duly given or served if sent
by first class certified or registered mail, return receipt
requested, postage prepaid, to the party at its address set forth
below, or to such other address as such party may hereafter
designate by written notice to the other party:
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If to Universal: Universal International, Inc.
5000 Winnetka Avenue North
New Hope, MN 55428
If to Purchaser: All For A Dollar, Inc.
3664 Main Street
Springfield, MA 01107
10. Each covenant and agreement on the part of one party is
understood and agreed to constitute an essential part of the
consideration for each covenant and agreement on the part of the
other party.
11. One or more waivers of any covenant, term or condition of
the Agreement by either party shall not be construed as a waiver of
a subsequent breach of the same covenant, term or condition.
12. If any part of this Agreement or any part of any
provision hereof shall be adjudicated to be void or invalid, then
the remaining provisions hereof not specifically so adjudicated to
be invalid shall be executed without reference to the part or
portion so adjudicated, insofar as such remaining provisions are
capable of execution.
13. This Agreement shall be subject to and governed by the
laws of the State of Minnesota.
14. This Agreement shall not be assignable by Purchaser.
Otherwise, this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and
assigns, and the respective parties and their representatives will
execute any and all instruments, releases, assignments, and
consents which may reasonably be required in order to carry out the
provisions of this Agreement.
15. In the event of any claim or dispute arising out of or
under this Agreement, the prevailing party shall be entitled to
recover all of its attorneys' fees, costs and expenses incurred in
connection with any such claim or dispute.
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IN WITNESS WHEREOF, the undersigned have executed the
foregoing Agreement on the day and year first above written.
UNIVERSAL INTERNATIONAL, INC.
By /s/Mark H. Ravich
Its /s/Chief Executive Officer
ALL FOR A DOLLAR, INC.
By /s/Roger A. Slate
Its President/CEO
The undersigned, being all of the Directors of All For A
Dollar, Inc. (the "Company") hereby authorize and approve the
foregoing Agreement and authorize the President or CEO of the
Company to execute and deliver the Agreement and take all action
necessary, required or incidental to cause the Company to carry out
and perform its obligations under the Agreement. This
authorization may be signed in counterparts by the Directors.
Dated: July 11, 1996
/s/Roger A. Slate
/s/V. Martin Effron
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EXHIBIT A
INITIAL STORES
1. 74 Midtown NY
2. 70 Longridge NY
3. 84 Malone NY
4. 139 Torrington CT
5. 135 Hamden CT
6. 177 Dunkirk NY
The stores on this list are subject to change if requested by
retailer prior to the start of the sales.
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EXHIBIT B
STORES TO BE CLOSED
The stores to be closed will be selected by the mutual
agreement of Retailer and UABS as soon as possible after the
execution of this Agreement.
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AGREEMENT FOR LIQUIDATION OF STORES
THIS AGREEMENT made and entered into as of this 11 day of
July , 1996, by and between ALL FOR A DOLLAR, INC. ("Retailer")
and UNIVERSAL ASSET-BASED SERVICES, INC. ("UABS").
B A C K G R O U N D
Retailer is the owner and operator of 122 retail stores.
Retailer has operated these stores as "dollar" stores, but these
stores have not developed the return on investment desired by
Retailer. UABS is in the business of conducting liquidations of
retail stores.
Retailer desires to have Universal International, Inc., the
parent company of UABS, develop for it a new prototype store that
will achieve better sales results than the current dollar store
format. Initially, the six (6) stores listed on Exhibit A attached
hereto will be used to develop a prototype. UABS will conduct
either a "going out of business sale" or an "inventory reduction
sale" or a similar type sale for these six (6) stores. After such
sale, these stores will be converted to the new prototype store.
Retailer also desires to liquidate and close, as quickly as
possible, the certain stores listed on Exhibit B attached hereto.
UABS will also conduct a "going out of business sale" or an
"inventory reduction sale" or a similar type sale for these stores,
on the terms and conditions hereinafter set forth. In addition,
any other stores that Retailer desires to have liquidated will be
liquidated by UABS pursuant to the terms and conditions set forth
in this Agreement.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:
1. Retailer retains and employs UABS as consultant and exclusive
agent to conduct a going-out-of-business or inventory
liquidation sale (the Sale) at all of the stores set forth on
Exhibits A and B, or, to consolidate Retailer's operations and
to conduct the Sale at such of the Retailer's locations as
UABS, in its sole discretion, shall decide after consultation
with Retailer. The Sale shall commence as soon after the
Effective Date of this Agreement as UABS, in its sole
discretion, decides is appropriate. However, UABS shall
commence consulting to Retailer relative to the operation of
the retail stores upon the execution of this Agreement.
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2. During the period of the Sale:
a. Retailer shall not in any way obligate UABS for any debts
in connection with the Sale or the operation of
Retailer's business, including, but not limited to,
advertising, production costs of advertising, wages,
rent, telephone, utilities and all taxes of any kind,
including, without limitation, sales taxes, income taxes
and payroll and withholding taxes.
b. It is understood that in certain instances UABS may, in
its sole discretion, guarantee payment of certain bills
of Retailer. In such event, Retailer agrees to reimburse
UABS for same and to hold UABS harmless from the payment
of same.
c. With the assistance of UABS, Retailer shall obtain
necessary licenses and/or permits, if any, necessary to
operate going-out-of-business sales at the Stores.
d. Retailer agrees to hold UABS harmless from any and all of
the expenses, claims or demands as set forth in Paragraph
(a) and (b) above as a result of Retailer's actions or
inaction and shall indemnify UABS for the same.
e. The parties further acknowledge and agree: (i) UABS is an
independent contractor; (ii) Retailer is wholly
independent of and is not to be considered as a joint
venturer or partner of UABS; and (iii) Retailer is in no
way under the control, dominion or supervision of UABS.
3. UABS shall provide no more than 3 supervisors at a fee to
Retailer of $2,000.00 per supervisor per week. Retailer shall
pay to any officers and directors of UABS their actual out-of-
pocket travel and living expenses. Retailer shall pay these
fees and expenses on a weekly basis on Tuesday for each week
ending on Saturday.
4. UABS shall conduct the Sale in the name of Retailer and shall
have the right to conduct the Sale in the manner which UABS
deems fit, in cooperation with Retailer, including, but not
limited to, advertising and pricing of Retailer's inventory
(the "Merchandise"). UABS reserves the right to determine the
number and type of Store-level personnel to be utilized, Store
hours, Store maintenance and security provisions. UABS may,
in cooperation with Retailer, use Retailer's personnel to the
extent UABS believes the same to be feasible. UABS may
select, schedule and terminate the number and type of
Retailers personnel required by UABS. UABS shall have the
right to terminate any employee(s), within the Store, not
necessary, in the opinion of UABS, to the Sale. In connection
therewith, Retailer and UABS acknowledge and agree, that: (i)
nothing herein nor any of the actions taken in respect hereto
by UABS shall be deemed to constitute an assumption by UABS of
any of Retailer's obligations relating to any of Retailer's
employees, including, vacation, pension withdrawal, severance
and other termination-type claims and obligations; and (ii)
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Retailer hereby indemnifies UABS in respect of any claims
asserted by any of Retailers employees, except for any
negligent acts committed by UABS, and Retailer is solely and
specifically responsible for all its obligations under any
collective bargaining agreement(s) and any purported oral
service contract(s).
Notwithstanding, anything else in the Agreement to the
contrary, UABS shall take direction from Marty Effron or Roger
Slate regarding the running of the Sale regarding matters that
they feel could create a liability to either All For A Dollar,
Inc. or any of its officers or directors.
5. UABS shall have the right to use, without any charge, all
furniture, equipment, fixtures and supplies, including, but
not limited to, bags, boxes, twine, paper and similar sales
materials (the "Supplies"), located at the Stores. UABS shall
have no obligation to account to Retailer for any of the
Supplies remaining in the Stores on the date the Sale ends.
All sales during the Sale shall be for cash, guaranteed check
or upon bank credit cards.
6. UABS shall receive an amount equal to 4.5% ("Agent's
Commission") of the Gross Sales, as defined below, for
conducting the Sale as Retailer's agent. Gross Sales shall
mean all revenues (exclusive of sales taxes) derived from the
stores set forth on Exhibits A and B hereto from and after the
day the Sale commences at each store from (i) sale of the
Merchandise, and (ii) proceeds from insurance, if any, for
loss or damage to the Merchandise or robbery of cash. The
Agent's Commission shall be paid to UABS on the Tuesday
following each week ending Saturday.
7. All payments that are required to be made to UABS pursuant to
this Agreement shall be mailed to UABS at its office weekly at
5000 Winnetka Avenue N., New Hope, MN 55428 or deposited into
a bank account maintained by UABS as UABS may from time to
time direct.
8. Retailer agrees to fully insure all of the Merchandise for
loss for all perils normally covered under an "all risk"
insurance policy with an insurance company licensed to do
business in the state(s) where Retailer does business and that
loss, if any, shall be adjusted with and payable to UABS, up
to the amount due UABS under this Agreement, and shall name
UABS as payee as its interest may appear and provide for 30
days' notice of cancellation or material change. Retailer
agrees to pay all premiums on said insurance as same become
payable and to provide UABS with a certified copy of the
original policy (amended, if necessary, to meet the above
requirements) with evidence of premium paid, within one week
of the execution of this Agreement.
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9. UABS shall have the right during normal business hours to
examine register tapes, sales slips, bank deposits and any
other records of Retailer kept during the period of this
Agreement.
10. All costs and expenses arising out of or relating to the Sales
or to any other aspect of Retailer's business including,
without limitation, rent, advertising, production, costs of
advertising, wages, telephone, utilities, all taxes, retention
and other bonuses and sign packages, shall be borne and paid
for by Retailer and Retailer shall indemnify and hold UABS
harmless from and against all liabilities, obligations, costs
and expenses therefor.
11. Retailer warrants and represents as follows:
a. That it has full right to occupy its current premises and
all stores listed on Exhibits A and B hereto, and such
right shall continue during the term of the Sale
contemplated herein, and Retailer shall pay rent in a
timely manner.
b. That it is the current owner of the equipment and
fixtures and Inventory free and clear of all liens and
encumbrances, except the lien in favor of its two (2)
secured lenders.
c. That all taxes and assessments by governmental agencies
currently due are paid or will be paid prior to the
commencement of the Sale.
d. That it is a corporation duly organized and legally
existing in good standing under the laws of the State of
Delaware. It has full power and authority to carry on
its business as it is now being conducted. The execution
and delivery of this Agreement has been duly authorized
by all necessary corporate action of Retailer and will
not conflict with or violate any provision of Retailers
charter or by-laws or any provision of any law, ordinance
or regulation or of any decree or order of any court or
administrative or other governmental body which is either
applicable to, binding upon or enforceable against
Retailer.
12. Retailer agrees that if, during the term of that certain
Agreement between Universal International, Inc. and Retailer
of even date herewith, it liquidates any of its other stores,
other than those listed on Exhibits A and B hereto, UABS will
be hired by Retailer to conduct said liquidation pursuant to
an agreement in substance identical to this Agreement.
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13. All notices, offers, requests, and other communications from
either of the parties hereto to the other shall be in writing
and shall be considered to have been duly given or served if
sent by first class certified or registered mail, return
receipt requested, postage prepaid, to the party at its
address set forth below, or to such other address as such
party may hereafter designate by written notice to the other
party:
If to UABS: Universal Asset-Based Services, Inc.
5000 Winnetka Avenue North
New Hope, MN 55428
If to Retailer: All For A Dollar, Inc.
3664 Main Street
Springfield, MA 01107
14. Each covenant and agreement on the part of one party is
understood and agreed to constitute an essential part of the
consideration for each covenant and agreement on the part of
the other party.
15. One or more waivers of any covenant, term or condition of this
Agreement by either party shall not be construed as a waiver
of a subsequent breach of the same covenant, term or
condition.
16. If any part of this Agreement or any part of any provision
hereof shall be adjudicated to be void or invalid, then the
remaining provisions hereof not specifically so adjudicated to
be invalid shall be executed without reference to the part or
portion so adjudicated, insofar as such remaining provisions
are capable of execution.
17. This Agreement shall be subject to and governed by the laws of
the State of Minnesota.
18. This Agreement shall not be assignable by Purchaser.
Otherwise, this Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective successors
and assigns, and the respective parties and their
representatives will execute any and all instruments,
releases, assignments, and consents which may reasonably be
required in order to carry out the provisions of this
Agreement.
19. In the event of any claim or dispute arising out of or under
this Agreement, the prevailing party shall be entitled to
recover all of its attorneys' fees, costs and expenses
incurred in connection with any such claim or dispute.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed the foregoing
Agreement on the day and year first above written.
UNIVERSAL ASSET-BASED SERVICES, INC.
By /s/Mark H. Ravich
Its Chief Executive Officer
ALL FOR A DOLLAR, INC.
By /s/Roger A. Slate
Its President/CEO
The undersigned, being all of the Directors of All For A
Dollar, Inc. (the "Company") hereby authorize and approve the
foregoing Agreement and authorize the President or CEO of the
Company to execute and deliver the Agreement and take all action
necessary, required or incidental to cause the Company to carry out
and perform its obligations under the Agreement. This
authorization may be signed in counterparts by the Directors.
Dated: July 11, 1996
/s/Roger A. Slate
/s/V. Martin Effron
