November 19, 1997
Windsor Door, Inc.
c/o American Buildings Company
0000 Xxxxx Xxxxx xxxx
Xxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
Executive Vice President and
Chief Financial Officer
Re: Agreement of Purchase and Sale of Assets dated as of October 24, 1997 (the
"Agreement") by and among Windsor Door Inc. ("Purchaser"), United Dominion
Industries, Inc. and WCGD, Inc. (collectively, "Sellers") relating to the
purchase of Sellers' Windsor Door business (the "Business")
Dear Xx. Xxxxxxxx:
This letter confirms our agreement to amend the Agreement as follows:
1. Subject to Sections 2 and 3 below, Section 3.2 of the Agreement is
hereby amended to reflect a change in the purchase price for the
Business by deleting the reference to "Sixty Million Dollars
($60,000,000)" and substituting therefor "Fifty Nine Million Five
Hundred Thousand Dollars ($59,500,000)".
2. As a condition to the reduction of the purchase price as set forth
in paragraph 1 above, Xxxxxxxxx agrees that the closing of the
transactions
Windsor Door, Inc.
November 19, 1997
Page 2
contemplated by the Agreement shall take place on or before
December 5, 1997.
3. As a further condition to the reduction of the purchase price as
set forth in paragraph 1 above, Purchaser hereby agrees that the
financial performance of the Business for October 1997 and
November 1997 shall not constitute a material adverse change in
the Business for purposes of Section 15.2(h) of the Agreement, and
confirms and agrees that it has had independent conversations and
reviews with management of the Business with respect to actual
performance during October and forecasted performance for
November.
4. Except as expressly modified by this letter, all terms and
conditions of the Agreement shall remain in full force and effect.
All references to the "Agreement" in the Agreement and the
Exhibits thereto shall be deemed to be references to the Agreement
as amended by this letter.
If the foregoing accurately reflects our mutual understanding and
agreement with respect to the subject matter hereof, please sign in the space
provided below and return a fully executed copy of this letter to us.
Very truly yours,
UNITED DOMINION INDUSTRIES, INC.
By: /s/ XXXX XXXXX/X. X. XXXXXXXX
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Its: Vice President/Asst. Secretary
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(Signatures continued on next page)
Windsor Door, Inc.
November 19, 1997
Page 3
WCGD, INC.
By: /s/ XXXX XXXXX/X. X. XXXXXXXX
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Its: Vice President/Secretary
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ACCEPTED and AGREED
November 19, 1997.
WINDSOR DOOR, INC.
By: /s/ X. XXXXXXX XXXXXXXX
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Its: Executive Vice President
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cc: Xxx Xxxxxxx (fax/000-000-0000)
