Exhibit 99.1
SECOND MODIFICATION AGREEMENT
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This Modification Agreement (this "Agreement") is made as of
April 1, 2004 by and between JEH/EAGLE SUPPLY, INC. (formerly
JEH/ACQUISITION CORP.), a Delaware Corporation having a place of
business at ▇▇▇▇ ▇.▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("JEH"), EAGLE SUPPLY
GROUP, INC., a Delaware corporation having an office located at
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ("ESG"), with JEH and ESG
referred to collectively hereinafter as the "Employer," and ▇▇▇▇▇
▇. ▇▇▇▇▇▇, an individual resident in Arlington, Texas (the
"Executive").
WHEREAS, JEH previously entered into a written employment
agreement with the Executive dated as of the 1st day of July,
1997 (the "JEH Agreement"); and
WHEREAS, the parties executed an Amended, Consolidated and
Restated Employment Agreement made as of November 1, 2001 (the
"Restated Agreement"); and
WHEREAS, the parties executed a Modification Agreement made
as of January 1, 2003 (the "First Modification Agreement"); and
WHEREAS, the parties hereto, consisting of all of the
parties to the aforesaid employment agreements, now desire to
amend the terms and conditions of the Restated Agreement and, as
applicable, the First Modification Agreement under which the
Executive will continue to be employed by ESG and JEH in the
capacities of a senior executive officer and to continue to
render services to them as may be required, consistent with his
employment as set forth in the Restated Agreement and, as
applicable, the First Modification Agreement; and
WHEREAS, the parties acknowledge the accuracy of the
foregoing recitals and incorporate all of the same into this
Agreement as terms and conditions hereof;
NOW, THEREFORE, in consideration of the promises and mutual
representations, covenants, and agreements set forth herein, and
for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. The provisions of paragraph 2.2 of the Restated Agreement
are hereby modified so that the term of that agreement is hereby
extended for a period of six months to end on December 31, 2006.
2. The provisions of paragraph 3(D) of the Restated Agreement
and paragraph 2 of the First Modification Agreement are hereby
modified so that the annual Basic Bonus (as defined in the
Restated Agreement) is hereby waived by the Executive for the
current fiscal year which is due to end on June 30, 2004 and the
amount payable on such annual Basic Bonus for the next fiscal
year, due to end on June 30, 2005, is limited to One Hundred and
Twenty Thousand ($120,000) Dollars.
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3. The provisions of paragraph 3(E) of the Restated Agreement
are hereby modified so that the annual Performance Bonus (as
defined in that agreement) is hereby waived by the Executive for
the current fiscal year which is due to end on June 30, 2004.
4. The provisions of paragraphs 3(D) and 3(E) of the Restated
Agreement are hereby modified with respect to fiscal years ending
June 30, 2004 and June 30, 2005 to increase the minimum level of
defined EBIT (as defined in paragraph 3(D) of the Restated
Agreement) to $7.5 million in determining any Basic Bonus or
Performance Bonus, both as defined in paragraphs 3(D) and 3(E),
respectively, of the Restated Agreement.
5. Except as expressly modified herein, all terms and
conditions of the Restated Agreement and the First Modification
Agreement remain unchanged and the same are hereby ratified and
confirmed.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
JEH/EAGLE SUPPLY, INC.
By:/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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EAGLE SUPPLY GROUP, INC.
By:/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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/S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Date: 7/8/04
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